UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
August 7, 2014
FOSTER
WHEELER AG
(Exact Name of Registrant as Specified in
Its Charter)
Switzerland
(State or Other Jurisdiction of Incorporation)
| 001-31305 |
98-0607469 |
| (Commission File Number) |
(IRS Employer Identification No.) |
| |
|
| Shinfield Park, Reading Berkshire, RG2 9FW, United Kingdom |
RG2 9FW |
| (Address of Principal Executive Offices) |
(Zip Code) |
44-118-913-1234
(Registrant's Telephone Number, Including
Area Code)
Not
Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 2.02 Results of Operations and Financial Condition.
On August 7, 2014, Foster Wheeler AG (the
“Company”) issued a press release containing information about the Company's results of operations for the period ended
June 30, 2014. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated into this Item 2.02 by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) |
|
Exhibit(s) |
|
| |
|
|
|
| |
|
99.1 |
Press release, dated August 7, 2014. |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
FOSTER WHEELER AG |
| |
|
| DATE: August 7, 2014 |
By: |
/s/ Lisa Wood |
|
| |
|
Name: Lisa Wood |
| |
|
Title: Vice President and Controller |
EXHIBIT INDEX
| Exhibit Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated August 7, 2014. |
Exhibit 99.1
FOSTER WHEELER REPORTS RESULTS FOR SECOND
QUARTER OF 2014
ZUG, SWITZERLAND, August 7, 2014 —
Foster Wheeler AG (Nasdaq: FWLT) today reported income from continuing operations for the second quarter of 2014 of $85.6 million,
or $0.85 per diluted share, compared with $68.3 million, or $0.68 per diluted share, in the second quarter of 2013.
Income from continuing operations in both
quarterly periods was impacted by net asbestos-related gains and provisions, as detailed in an attached table. Excluding such items
from both quarterly periods, adjusted income from continuing operations in the second quarter of 2014 was $86.8 million, or $0.86
per diluted share, compared with $54.6 million, or $0.54 per diluted share, in the year-ago quarter.
Results for the second quarter of 2014 include
the impact of three additional items: a favorable $32.5 million, or $0.32 per diluted share, settlement in connection with the
terms related to the expiration of a steam generator technology license; the benefit of $22.3 million, or $0.22 per diluted share,
from the reversal of interest, penalties and tax provision as a result of settlements with non-U.S. tax authorities; and $3.9 million,
or $0.03 per share, of third-party transaction costs in connection with the previously announced acquisition of Foster Wheeler
by AMEC plc. Excluding the impact of these three items and the asbestos provision, income from continuing operations in the second
quarter of 2014 was $35.9 million, or $0.35 per diluted share.
For the first six months of 2014, income
from continuing operations was $102.7 million, or $1.02 per diluted share, compared with $85.2 million, or $0.83 per diluted share,
for the first six months of 2013.
The following tables present quarterly and
average quarterly data for continuing operations, both as reported and as adjusted to exclude asbestos-related gains and provisions
(as detailed in an attached table). The company believes that quarterly averages provide meaningful comparative relevance for certain
key metrics in light of the significant quarter-to-quarter variability that is inherent in the company’s financial results.
| (dollars in millions, from continuing operations) | |
Q2 2014 | | |
Qtrly Avg. 2014 | | |
Q2 2013 | | |
Qtrly Avg. 2013 | |
| Income | |
$ | 86 | | |
$ | 51 | | |
$ | 68 | | |
$ | 24 | |
| Adjusted income | |
$ | 87 | | |
$ | 53 | | |
$ | 55 | | |
$ | 32 | |
| Consolidated revenues (FW Scope) | |
$ | 725 | | |
$ | 674 | | |
$ | 642 | | |
$ | 648 | |
Foster Wheeler’s Chief Executive Officer,
Kent Masters, said, “Our adjusted income from continuing operations in the second quarter of 2014 was more than double the
average quarter of 2013, due largely to the technology license settlement and the tax settlements. Operationally, our Global Engineering
and Construction (E&C) Group reported a sharp increase in scope revenues and EBITDA as compared to the average quarter of 2013,
a very solid level of new orders and nearly $3 billion in scope backlog.”
Masters said, “We continue to expect
that our Global E&C Group will report sharply higher scope revenues for the full-year 2014 as compared to the full-year 2013.
However, in our Global Power Group, we now believe that scope revenue is likely to be down modestly for the full-year 2014 as compared
to the full-year 2013. We believe the expected decline in GPG scope revenue is a reflection of the timing of new orders; nevertheless,
we continue to see solid booking prospects in GPG for this year and beyond.”
Global Engineering and Construction (E&C) Group
| (dollars in millions) | |
Q2 2014 | | |
Qtrly Avg. 2014 | | |
Q2 2013 | | |
Qtrly Avg. 2013 | |
| New orders booked (FW Scope) | |
$ | 545 | | |
$ | 515 | | |
$ | 537 | | |
$ | 686 | |
| Operating revenues (FW Scope) | |
$ | 522 | | |
$ | 483 | | |
$ | 443 | | |
$ | 452 | |
| Segment EBITDA | |
$ | 56 | | |
$ | 48 | | |
$ | 62 | | |
$ | 46 | |
| EBITDA Margin (FW Scope) | |
| 10.8 | % | |
| 10.0 | % | |
| 14.0 | % | |
| 10.2 | % |
| · | Scope new orders in the second quarter of 2014 remained at a robust level. |
| · | Scope operating revenues in the second quarter of 2014 were above the average quarter of 2013 due to an increased volume of
work executed. |
| · | EBITDA in the second quarter of 2014 was above the average quarter of 2013, aided by the increased volume of work and a reduced
level of sales pursuit costs, partially offset by lower profit enhancement opportunities. EBITDA in the second quarter of 2013
also included the favorable impact of a $3.0 million pretax litigation settlement. |
Global Power Group (GPG)
(dollars in millions; EBITDA and revenues from continuing
operations) | |
Q2 2014 | | |
Qtrly Avg. 2014 | | |
Q2 2013 | | |
Qtrly Avg. 2013 | |
| New orders booked (FW Scope) | |
$ | 89 | | |
$ | 285 | | |
$ | 89 | | |
$ | 173 | |
| Operating revenues (FW Scope) | |
$ | 204 | | |
$ | 191 | | |
$ | 199 | | |
$ | 196 | |
| Segment EBITDA | |
$ | 64 | | |
$ | 46 | | |
$ | 46 | | |
$ | 37 | |
| EBITDA Margin (FW Scope) | |
| 31.5 | % | |
| 24.3 | % | |
| 22.9 | % | |
| 18.8 | % |
| · | Scope new orders in the second quarter of 2014 were below the average quarter of 2013, reflecting slippage in the expected
booking date for several prospects. Scope new orders for the average quarter of 2014 were well above the average quarter of 2013
due to a very strong level of new orders in the first quarter of 2014. |
| · | Scope operating revenues in the second quarter of 2014 were modestly above the average quarter of 2013, reflecting the timing
and mix of work executed. |
| · | EBITDA in the second quarter of 2014 was above the average quarter of 2013 due to the $32.5 million technology license settlement
referenced above. |
Share Repurchase Program
The company did not purchase any of its
shares during the second quarter of 2014.
Definitive Agreement with AMEC plc
As previously announced, the company entered
into an Implementation Agreement with AMEC plc on February 13, 2014 (subsequently amended, including by a Deed of Amendment dated
May 28, 2014), pursuant to which AMEC will make an offer to acquire all the issued and to be issued registered shares of the company.
For additional information about the terms of the Implementation Agreement, please see the company’s Current Reports on Form
8-K, filed with the U.S. Securities and Exchange Commission on February 13, 2014 (including the complete text of the Implementation
Agreement, which is attached as Exhibit 2.1 thereto) and on May 28, 2014 (including the complete text of the Deed of Amendment,
which is attached as Exhibit 2.1 thereto), available at www.sec.gov.
Definitions
Income from Continuing Operations
All references to income from continuing
operations in this news release refer to “Income from continuing operations attributable to Foster Wheeler AG” as reported
in our consolidated financial statements.
Adjusted Income from Continuing Operations and Adjusted
Earnings per Share from Continuing Operations
The company believes that adjusted income
from continuing operations and adjusted earnings per share from continuing operations are important measures of performance because
such adjusted figures exclude the variable impact of periodic asbestos-related gains and provisions. The company believes that
the line item on its consolidated statement of operations entitled "Net Income attributable to Foster Wheeler AG" and
“diluted earnings per share attributable to Foster Wheeler AG” are the most directly comparable GAAP (generally accepted
accounting principles) financial measures to adjusted income from continuing operations and adjusted earnings per share from continuing
operations.
Calculation of EBITDA
EBITDA is a supplemental financial measure
not defined in GAAP. The company defines EBITDA as net income attributable to Foster Wheeler AG before interest expense, income
taxes, depreciation and amortization. The company has presented EBITDA because it believes it is an important supplemental measure
of operating performance. Certain covenants under our senior unsecured credit agreement use EBITDA, as defined in such agreement,
in the covenant calculations, which is different from EBITDA as presented herein . The company believes that the line item on its
consolidated statement of operations entitled "Net Income attributable to Foster Wheeler AG" is the most directly comparable
GAAP financial measure to EBITDA. Since EBITDA is not a measure of performance calculated in accordance with GAAP, it should not
be considered in isolation of, or as a substitute for, net income attributable to Foster Wheeler AG as an indicator of operating
performance or any other GAAP financial measure.
EBITDA, as calculated by the company, may
not be comparable to similarly titled measures employed by other companies. In addition, this measure does not necessarily represent
funds available for discretionary use, and is not necessarily a measure of the company's ability to fund its cash needs. As EBITDA
excludes certain financial information that is included in net income attributable to Foster Wheeler AG, users of this financial
information should consider the type of events and transactions that are excluded.
The company's non-GAAP performance measure,
EBITDA, has certain material limitations as follows:
• It does not include interest expense. Because
the company has borrowed money to finance some of its operations, interest is a necessary and ongoing part of its costs and
has assisted the company in generating revenue. Therefore, any measure that excludes interest expense has material
limitations;
• It does not include taxes. Because the payment of
taxes is a necessary and ongoing part of the company's operations, any measure that excludes taxes has material limitations; and
• It does not include depreciation and amortization.
Because the company must utilize property, plant and equipment and intangible assets in order to generate revenues in its operations,
depreciation and amortization are necessary and ongoing costs of its operations. Therefore, any measure that excludes depreciation
and amortization has material limitations.
Calculation of EBITDA Margin
Segment EBITDA margin is calculated by
dividing business unit operating revenues in Foster Wheeler Scope into business unit EBITDA.
Foster Wheeler Scope
Foster Wheeler Scope represents that portion
of backlog, new orders booked and operating revenues on which profit can be earned. Foster Wheeler Scope excludes revenues relating
to third-party costs incurred by the company as agent or principal on a reimbursable basis.
Foster Wheeler AG is a global engineering
and construction company and power equipment supplier delivering technically advanced, reliable facilities and equipment. The
company employs approximately 13,000 talented professionals with specialized expertise dedicated to serving its clients through
one of its two primary business groups. The company’s Global Engineering and Construction Group designs and constructs leading-edge
processing facilities for the upstream oil and gas, LNG and gas-to-liquids, refining, chemicals and petrochemicals, power, minerals
and metals, environmental, pharmaceuticals, biotechnology and healthcare industries. The company’s Global Power Group
is a world leader in combustion and steam generation technology that designs, manufactures and erects steam generating and auxiliary
equipment for power stations and industrial facilities and also provides a wide range of aftermarket services. The company
is based in Zug, Switzerland, and its operational headquarters office is in Reading, United Kingdom. For more information about
Foster Wheeler, please visit our website at www.fwc.com.
# # #
14-708
Safe Harbor Statement
Foster Wheeler AG news releases may contain
forward-looking statements that are based on management’s assumptions, expectations and projections about the Company and
the various industries within which the Company operates. These include statements regarding the Company’s expectations about
revenues (including as expressed by its backlog), its liquidity, the outcome of litigation and legal proceedings and recoveries
from customers for claims and the costs of current and future asbestos claims and the amount and timing of related insurance recoveries.
Such forward-looking statements by their nature involve a degree of risk and uncertainty. The Company cautions that a variety of
factors, including but not limited to the factors described in the Company’s most recent Annual Report on Form 10-K, which
was filed with the U.S. Securities and Exchange Commission on February 27, 2014, and the following, could cause the Company’s
business conditions and results to differ materially from what is contained in forward-looking statements including: the timing
and success of the proposed offer and acquisition of the Company by AMEC plc, the risk that the Company’s business will be
adversely impacted during the pending proposed offer and acquisition of the Company by AMEC plc, benefits, effects or results of
the Company’s redomestication to Switzerland, deterioration in global economic conditions, changes in investment by the oil
and gas, oil refining, chemical/petrochemical and power generation industries, changes in the financial condition of its customers,
changes in regulatory environments, changes in project design or schedules, contract cancellations, the changes in estimates made
by the Company of costs to complete projects, changes in trade, monetary and fiscal policies worldwide, compliance with laws and
regulations relating to the Company’s global operations, currency fluctuations, war, terrorist attacks and/or natural disasters
affecting facilities either owned by the Company or where equipment or services are or may be provided by the Company, interruptions
to shipping lanes or other methods of transit, outcomes of pending and future litigation, including litigation regarding the Company’s
liability for damages and insurance coverage for asbestos exposure, protection and validity of the Company’s patents and
other intellectual property rights, increasing global competition, compliance with its debt covenants, recoverability of claims
against the Company’s customers and others by the Company and claims by third parties against the Company, and changes in
estimates used in its critical accounting policies. Other factors and assumptions not identified above were also involved in the
formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors,
may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately
and are generally beyond the Company’s control. You should consider the areas of risk described above in connection with
any forward-looking statements that may be made by the Company. The Company undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional
disclosures the Company makes in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and current reports
on Form 8-K filed with or furnished to the Securities and Exchange Commission.
Additional Information
THE COMPANY'S SHAREHOLDERS ARE URGED TO
READ ANY DOCUMENTS (INCLUDING ANY EXHIBITS THERETO) RELATING TO THE OFFER BY AMEC PLC WHEN SUCH DOCUMENTS BECOME AVAILABLE AS THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT AMEC'S OFFER.
The offer has not commenced. At the time
the offer is commenced, AMEC will file with the SEC a registration statement on Form F-4, which will include a prospectus of AMEC
in respect of the AMEC Shares to be issued in the offer, and a tender offer statement on Schedule TO (together with related documents,
including a related letter of transmittal), and the company will file with the SEC a Recommendation Statement on Schedule 14D-9
with respect to the offer. These documents will contain important information about the offer that should be read carefully before
any decision is made with respect to the offer. These materials will be made available to the shareholders of the company at no
expense to them. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC’s
web site, www.sec.gov, after they have been filed. Any materials filed with the SEC may also be obtained without charge at the
company's website, www.fwc.com.
This announcement is for informational purposes
only and does not constitute or form part of an offer to sell or the solicitation of an offer to buy or subscribe to any securities,
nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. This announcement is not an offer of securities
for sale into the United States. No offering of securities shall be made in the United States except pursuant to registration under
the US Securities Act of 1933, or an exemption therefrom.
| Contacts: |
|
|
|
| Media |
Patti Landsperger |
908 713 2944 |
E-mail: patti_landsperger@fwc.com |
| Investor Relations |
Scott Lamb |
908-730-4155 |
E-mail: scott_lamb@fwc.com |
| Other Inquiries |
|
908-730-4000 |
fw@fwc.com |
Foster Wheeler AG and Subsidiaries
Consolidated Statement of Operations
(in thousands of dollars, except share
data and per share amounts)
(unaudited)
| | |
Quarter Ended June 30, | | |
Six Months Ended June 30, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| | |
| | |
| | |
| | |
| |
| Operating revenues | |
$ | 851,767 | | |
$ | 863,407 | | |
$ | 1,585,466 | | |
$ | 1,653,551 | |
| Cost of operating revenues | |
| 716,722 | | |
| 709,800 | | |
| 1,334,886 | | |
| 1,380,498 | |
| Contract profit | |
| 135,045 | | |
| 153,607 | | |
| 250,580 | | |
| 273,053 | |
| | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative expenses | |
| 83,147 | | |
| 89,801 | | |
| 165,194 | | |
| 180,133 | |
| Other income, net | |
| (40,410 | ) | |
| (18,014 | ) | |
| (46,550 | ) | |
| (22,765 | ) |
| Other deductions, net | |
| 1,526 | | |
| 10,490 | | |
| 12,229 | | |
| 15,802 | |
| Interest income | |
| (1,510 | ) | |
| (1,482 | ) | |
| (2,913 | ) | |
| (2,944 | ) |
| (Reversal of interest expense)/interest expense | |
| (1,846 | ) | |
| 3,916 | | |
| 1,816 | | |
| 6,588 | |
| Net asbestos-related provision/(gain) | |
| 1,209 | | |
| (13,750 | ) | |
| 3,217 | | |
| (11,750 | ) |
| Income from continuing operations before income taxes | |
| 92,929 | | |
| 82,646 | | |
| 117,587 | | |
| 107,989 | |
| Provision for income taxes | |
| 6,355 | | |
| 13,319 | | |
| 16,073 | | |
| 18,479 | |
| Income from continuing operations | |
| 86,574 | | |
| 69,327 | | |
| 101,514 | | |
| 89,510 | |
| Discontinued operations: | |
| | | |
| | | |
| | | |
| | |
| Income/(loss) from discontinued operations before income taxes | |
| - | | |
| 2,383 | | |
| - | | |
| (1,495 | ) |
| Provision for income taxes from discontinued operations | |
| - | | |
| - | | |
| - | | |
| - | |
| Income/(loss) from discontinued operations | |
| - | | |
| 2,383 | | |
| - | | |
| (1,495 | ) |
| Net income | |
| 86,574 | | |
| 71,710 | | |
| 101,514 | | |
| 88,015 | |
| Less: Net income/(loss) attributable to noncontrolling interests | |
| 980 | | |
| 1,011 | | |
| (1,147 | ) | |
| 4,290 | |
| Net income attributable to Foster Wheeler AG | |
$ | 85,594 | | |
$ | 70,699 | | |
$ | 102,661 | | |
$ | 83,725 | |
| | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted–average number of shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic earnings per share | |
| 99,834,508 | | |
| 100,001,580 | | |
| 99,492,867 | | |
| 102,182,011 | |
| Diluted earnings per share | |
| 101,201,933 | | |
| 100,254,752 | | |
| 101,004,086 | | |
| 102,566,647 | |
| | |
| | | |
| | | |
| | | |
| | |
| Amounts attributable to Foster Wheeler AG: | |
| | | |
| | | |
| | | |
| | |
| Income from continuing operations | |
$ | 85,594 | | |
$ | 68,316 | | |
$ | 102,661 | | |
$ | 85,220 | |
| Income/(loss) from discontinued operations | |
| - | | |
| 2,383 | | |
| - | | |
| (1,495 | ) |
| Net income | |
$ | 85,594 | | |
$ | 70,699 | | |
$ | 102,661 | | |
$ | 83,725 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic earnings per share attributable to Foster Wheeler AG: | |
| | | |
| | | |
| | | |
| | |
| Income from continuing operations | |
$ | 0.86 | | |
$ | 0.68 | | |
$ | 1.03 | | |
$ | 0.83 | |
| Income/(loss) from discontinued operations | |
| - | | |
| 0.03 | | |
| - | | |
| (0.01 | ) |
| Net income | |
$ | 0.86 | | |
$ | 0.71 | | |
$ | 1.03 | | |
$ | 0.82 | |
| | |
| | | |
| | | |
| | | |
| | |
| Diluted earnings per share attributable to Foster Wheeler AG: | |
| | | |
| | | |
| | | |
| | |
| Income from continuing operations | |
$ | 0.85 | | |
$ | 0.68 | | |
$ | 1.02 | | |
$ | 0.83 | |
| Income/(loss) from discontinued operations | |
| - | | |
| 0.03 | | |
| - | | |
| (0.01 | ) |
| Net income | |
$ | 0.85 | | |
$ | 0.71 | | |
$ | 1.02 | | |
$ | 0.82 | |
| | |
| | | |
| | | |
| | | |
| | |
| Return of capital distribution per share | |
$ | 0.40 | | |
$ | - | | |
$ | 0.40 | | |
$ | - | |
Foster Wheeler AG and Subsidiaries
Consolidated Balance Sheet
(in thousands of dollars)
(unaudited)
| | |
June 30, | | |
December 31, | |
| | |
2014 | | |
2013 | |
| ASSETS | |
| | | |
| | |
| Current Assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 518,537 | | |
$ | 556,190 | |
| Accounts and notes receivable, net: | |
| | | |
| | |
| Trade | |
| 688,290 | | |
| 671,770 | |
| Other | |
| 75,278 | | |
| 57,262 | |
| Contracts in process | |
| 201,725 | | |
| 197,232 | |
| Prepaid, deferred and refundable income taxes | |
| 54,099 | | |
| 62,856 | |
| Other current assets | |
| 38,851 | | |
| 38,431 | |
| Total current assets | |
| 1,576,780 | | |
| 1,583,741 | |
| Land, buildings and equipment, net | |
| 270,913 | | |
| 279,981 | |
| Restricted cash | |
| 37,290 | | |
| 82,867 | |
| Notes and accounts receivable – long-term | |
| 14,452 | | |
| 15,060 | |
| Investments in and advances to unconsolidated affiliates | |
| 166,738 | | |
| 181,315 | |
| Goodwill | |
| 172,141 | | |
| 169,801 | |
| Other intangible assets, net | |
| 107,166 | | |
| 113,463 | |
| Asbestos-related insurance recovery receivable | |
| 116,791 | | |
| 120,489 | |
| Other assets | |
| 149,246 | | |
| 143,848 | |
| Deferred tax assets | |
| 48,050 | | |
| 49,707 | |
| TOTAL ASSETS | |
$ | 2,659,567 | | |
$ | 2,740,272 | |
| LIABILITIES, TEMPORARY EQUITY AND EQUITY | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Current installments on long-term debt | |
$ | 16,398 | | |
$ | 12,513 | |
| Accounts payable | |
| 278,066 | | |
| 282,403 | |
| Accrued expenses | |
| 258,239 | | |
| 304,312 | |
| Billings in excess of costs and estimated earnings on uncompleted contracts | |
| 539,729 | | |
| 569,652 | |
| Income taxes payable | |
| 45,484 | | |
| 39,078 | |
| Total current liabilities | |
| 1,137,916 | | |
| 1,207,958 | |
| Long-term debt | |
| 102,475 | | |
| 113,719 | |
| Deferred tax liabilities | |
| 41,706 | | |
| 39,714 | |
| Pension, postretirement and other employee benefits | |
| 105,974 | | |
| 111,221 | |
| Asbestos-related liability | |
| 241,923 | | |
| 257,180 | |
| Other long-term liabilities | |
| 146,194 | | |
| 210,651 | |
| Commitments and contingencies | |
| | | |
| | |
| TOTAL LIABILITIES | |
| 1,776,188 | | |
| 1,940,443 | |
| Temporary Equity: | |
| | | |
| | |
| Non-vested share-based compensation awards subject to redemption | |
| 14,675 | | |
| 15,664 | |
| TOTAL TEMPORARY EQUITY | |
| 14,675 | | |
| 15,664 | |
| Equity: | |
| | | |
| | |
| Registered shares | |
| 263,369 | | |
| 259,937 | |
| Paid-in capital | |
| 201,443 | | |
| 216,450 | |
| Retained earnings | |
| 1,035,821 | | |
| 933,160 | |
| Accumulated other comprehensive loss | |
| (507,515 | ) | |
| (509,317 | ) |
| Treasury shares | |
| (150,131 | ) | |
| (150,131 | ) |
| TOTAL FOSTER WHEELER AG SHAREHOLDERS’ EQUITY | |
| 842,987 | | |
| 750,099 | |
| Noncontrolling interests | |
| 25,717 | | |
| 34,066 | |
| TOTAL EQUITY | |
| 868,704 | | |
| 784,165 | |
| TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY | |
$ | 2,659,567 | | |
$ | 2,740,272 | |
Foster Wheeler AG and Subsidiaries
Business Segments
(in thousands of dollars)
(unaudited)
| | |
Quarter Ended June 30, | | |
Six Months Ended June 30, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | |
| Global Engineering & Construction Group | |
| | | |
| | | |
| | | |
| | |
| Backlog - in future revenues | |
$ | 3,794,200 | | |
$ | 2,655,200 | | |
$ | 3,794,200 | | |
$ | 2,655,200 | |
| New orders booked - in future revenues | |
| 1,106,600 | | |
| 661,000 | | |
| 1,667,300 | | |
| 1,128,700 | |
| Operating revenues | |
| 645,473 | | |
| 662,719 | | |
| 1,198,734 | | |
| 1,250,693 | |
| EBITDA | |
| 56,409 | | |
| 62,133 | | |
| 96,463 | | |
| 97,321 | |
| | |
| | | |
| | | |
| | | |
| | |
| Foster Wheeler Scope (1): | |
| | | |
| | | |
| | | |
| | |
| Backlog - in Foster Wheeler Scope | |
| 2,983,800 | | |
| 2,089,900 | | |
| 2,983,800 | | |
| 2,089,900 | |
| New orders booked - in Foster Wheeler Scope | |
| 544,600 | | |
| 537,000 | | |
| 1,030,300 | | |
| 872,500 | |
| Operating revenues - in Foster Wheeler Scope | |
$ | 521,498 | | |
$ | 443,488 | | |
$ | 965,165 | | |
$ | 868,242 | |
| | |
| | | |
| | | |
| | | |
| | |
| Global Power Group | |
| | | |
| | | |
| | | |
| | |
| Backlog - in future revenues (3) | |
$ | 753,500 | | |
$ | 626,000 | | |
$ | 753,500 | | |
$ | 626,000 | |
| New orders booked - in future revenues (3) | |
| 91,900 | | |
| 90,300 | | |
| 573,900 | | |
| 289,200 | |
| Operating revenues (4) | |
| 206,294 | | |
| 200,688 | | |
| 386,732 | | |
| 402,858 | |
| EBITDA | |
| 64,094 | | |
| 45,584 | | |
| 92,820 | | |
| 70,271 | |
| | |
| | | |
| | | |
| | | |
| | |
| Foster Wheeler Scope (1): | |
| | | |
| | | |
| | | |
| | |
| Backlog - in Foster Wheeler Scope (3) | |
| 753,300 | | |
| 616,400 | | |
| 753,300 | | |
| 616,400 | |
| New orders booked - in Foster Wheeler Scope (3) | |
| 89,400 | | |
| 88,600 | | |
| 569,200 | | |
| 284,700 | |
| Operating revenues - in Foster Wheeler Scope (4) | |
$ | 203,789 | | |
$ | 198,885 | | |
$ | 381,872 | | |
$ | 398,156 | |
| | |
| | | |
| | | |
| | | |
| | |
| Corporate & Finance Group (2) | |
| | | |
| | | |
| | | |
| | |
| EBITDA | |
$ | (15,577 | ) | |
$ | (8,712 | ) | |
$ | (39,595 | ) | |
$ | (28,509 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Consolidated | |
| | | |
| | | |
| | | |
| | |
| Backlog - in future revenues (3) | |
$ | 4,547,700 | | |
$ | 3,281,200 | | |
$ | 4,547,700 | | |
$ | 3,281,200 | |
| New orders booked - in future revenues (3) | |
| 1,198,500 | | |
| 751,300 | | |
| 2,241,200 | | |
| 1,417,900 | |
| Operating revenues (4) | |
| 851,767 | | |
| 863,407 | | |
| 1,585,466 | | |
| 1,653,551 | |
| EBITDA from continuing operations | |
| 104,926 | | |
| 99,005 | | |
| 149,688 | | |
| 139,083 | |
| | |
| | | |
| | | |
| | | |
| | |
| Foster Wheeler Scope (1): | |
| | | |
| | | |
| | | |
| | |
| Backlog - in Foster Wheeler Scope (3) | |
| 3,737,100 | | |
| 2,706,300 | | |
| 3,737,100 | | |
| 2,706,300 | |
| New orders booked - in Foster Wheeler Scope (3) | |
| 634,000 | | |
| 625,600 | | |
| 1,599,500 | | |
| 1,157,200 | |
| Operating revenues - in Foster Wheeler Scope (4) | |
$ | 725,287 | | |
$ | 642,373 | | |
$ | 1,347,037 | | |
$ | 1,266,398 | |
| (1) | Foster Wheeler Scope represents the portion of backlog, new orders booked and operating revenues on which profit can be
earned. Foster Wheeler Scope excludes revenues relating to third-party costs incurred by the company as agent or principal on a
reimbursable basis. |
| (2) | Includes intersegment eliminations. |
| (3) | The backlog and new orders booked balances above include balances for discontinued operations, which were insignificant
based on our consolidated and business group balances. |
| (4) | The operating revenues balances above represent balances from continuing operations. |
Foster Wheeler AG and Subsidiaries
Reconciliations of Foster Wheeler
Scope and EBITDA
(in thousands of dollars)
(unaudited)
| | |
| | |
| | |
Twelve Months
Ended | |
| | |
Quarter Ended June 30, | | |
Six Months Ended June 30, | | |
December 31, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | | |
2013 | |
| Reconciliation of Foster Wheeler Scope Operating Revenues to Operating Revenues (1) | |
| | | |
| | | |
| | | |
| | | |
| | |
| Global Engineering & Construction Group | |
| | | |
| | | |
| | | |
| | | |
| | |
| Foster Wheeler Scope operating revenues | |
$ | 521,498 | | |
$ | 443,488 | | |
$ | 965,165 | | |
$ | 868,242 | | |
$ | 1,808,752 | |
| Flow-through revenues | |
| 123,975 | | |
| 219,231 | | |
| 233,569 | | |
| 382,451 | | |
| 703,835 | |
| Operating revenues | |
$ | 645,473 | | |
$ | 662,719 | | |
$ | 1,198,734 | | |
$ | 1,250,693 | | |
$ | 2,512,587 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Global Power Group | |
| | | |
| | | |
| | | |
| | | |
| | |
| Foster Wheeler Scope operating revenues | |
$ | 203,789 | | |
$ | 198,885 | | |
$ | 381,872 | | |
$ | 398,156 | | |
$ | 784,711 | |
| Flow-through revenues | |
| 2,505 | | |
| 1,803 | | |
| 4,860 | | |
| 4,702 | | |
| 9,152 | |
| Operating revenues | |
$ | 206,294 | | |
$ | 200,688 | | |
$ | 386,732 | | |
$ | 402,858 | | |
$ | 793,863 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Consolidated | |
| | | |
| | | |
| | | |
| | | |
| | |
| Foster Wheeler Scope operating revenues | |
$ | 725,287 | | |
$ | 642,373 | | |
$ | 1,347,037 | | |
$ | 1,266,398 | | |
$ | 2,593,463 | |
| Flow-through revenues | |
| 126,480 | | |
| 221,034 | | |
| 238,429 | | |
| 387,153 | | |
| 712,987 | |
| Operating revenues | |
$ | 851,767 | | |
$ | 863,407 | | |
$ | 1,585,466 | | |
$ | 1,653,551 | | |
$ | 3,306,450 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Reconciliation of EBITDA from continuing operations to Net Income (2) | |
| | | |
| | | |
| | | |
| | | |
| | |
| EBITDA from continuing operations: | |
| | | |
| | | |
| | | |
| | | |
| | |
| Global Engineering & Construction Group | |
$ | 56,409 | | |
$ | 62,133 | | |
$ | 96,463 | | |
$ | 97,321 | | |
$ | 183,911 | |
| Global Power Group | |
| 64,094 | | |
| 45,584 | | |
| 92,820 | | |
| 70,271 | | |
| 147,227 | |
| Corporate & Finance Group | |
| (15,577 | ) | |
| (8,712 | ) | |
| (39,595 | ) | |
| (28,509 | ) | |
| (111,269 | ) |
| EBITDA from continuing operations | |
| 104,926 | | |
| 99,005 | | |
| 149,688 | | |
| 139,083 | | |
| 219,869 | |
| Less: (Reversal of interest expense)/interest expense | |
| (1,846 | ) | |
| 3,916 | | |
| 1,816 | | |
| 6,588 | | |
| 13,227 | |
| Less: Depreciation and amortization (3) | |
| 14,823 | | |
| 13,454 | | |
| 29,138 | | |
| 28,796 | | |
| 57,574 | |
| Less: Provision for income taxes | |
| 6,355 | | |
| 13,319 | | |
| 16,073 | | |
| 18,479 | | |
| 52,166 | |
| Income from continuing operations (2) | |
| 85,594 | | |
| 68,316 | | |
| 102,661 | | |
| 85,220 | | |
| 96,902 | |
| Income/(loss) from discontinued operations (2) | |
| - | | |
| 2,383 | | |
| - | | |
| (1,495 | ) | |
| 265 | |
| Net income (2) | |
$ | 85,594 | | |
$ | 70,699 | | |
$ | 102,661 | | |
$ | 83,725 | | |
$ | 97,167 | |
| (1) | The operating revenues represent balances from continuing operations. |
| (2) | Amounts attributable to Foster Wheeler AG. |
| (3) | The depreciation and amortization by business segment: |
| | |
| | |
| | |
| | |
| | |
Twelve Months | |
| | |
| | |
| | |
| | |
| | |
Ended | |
| | |
Quarter Ended June 30, | | |
Six Months Ended June 30, | | |
December 31, | |
| | |
2014 | | |
2013 | | |
2014 | | |
2013 | | |
2013 | |
| Global Engineering & Construction Group | |
$ | 8,792 | | |
$ | 7,756 | | |
$ | 17,132 | | |
$ | 15,794 | | |
$ | 33,067 | |
| Global Power Group | |
| 5,568 | | |
| 5,200 | | |
| 10,789 | | |
| 10,415 | | |
| 20,958 | |
| Corporate & Finance Group | |
| 463 | | |
| 498 | | |
| 1,217 | | |
| 2,587 | | |
| 3,549 | |
| Total depreciation and amortization | |
$ | 14,823 | | |
$ | 13,454 | | |
$ | 29,138 | | |
$ | 28,796 | | |
$ | 57,574 | |
Foster Wheeler AG and Subsidiaries
EBITDA, Net Income* and Diluted Earnings
Per Share Reconciliation
(in thousands of dollars, except per
share amounts)
(unaudited)
| | |
Quarter Ended June 30, | |
| | |
2014 | | |
2013 | |
| | |
| | |
| | |
Diluted
Earnings | | |
| | |
| | |
Diluted
Earnings | |
| | |
EBITDA | | |
Net Income* | | |
Per Share | | |
EBITDA | | |
Net Income* | | |
Per Share | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| As adjusted | |
$ | 106,135 | | |
$ | 86,803 | | |
$ | 0.86 | | |
$ | 85,255 | | |
$ | 54,566 | | |
$ | 0.54 | |
| Adjustments: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net asbestos-related (provision)/gain | |
| (1,209 | ) | |
| (1,209 | ) | |
| (0.01 | ) | |
| 13,750 | | |
| 13,750 | | |
| 0.14 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| As reported from continuing operations | |
$ | 104,926 | | |
$ | 85,594 | | |
$ | 0.85 | | |
$ | 99,005 | | |
$ | 68,316 | | |
$ | 0.68 | |
| As reported from discontinued operations | |
| | | |
| - | | |
| - | | |
| | | |
| 2,383 | | |
| 0.03 | |
| As reported | |
| | | |
$ | 85,594 | | |
$ | 0.85 | | |
| | | |
$ | 70,699 | | |
$ | 0.71 | |
| | |
Six Months Ended June 30, | |
| | |
2014 | | |
2013 | |
| | |
| | |
| | |
Diluted
Earnings | | |
| | |
| | |
Diluted
Earnings | |
| | |
EBITDA | | |
Net Income* | | |
Per Share | | |
EBITDA | | |
Net Income* | | |
Per Share | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| As adjusted | |
$ | 152,905 | | |
$ | 105,878 | | |
$ | 1.05 | | |
$ | 127,333 | | |
$ | 73,470 | | |
$ | 0.72 | |
| Adjustments: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net asbestos-related (provision)/gain | |
| (3,217 | ) | |
| (3,217 | ) | |
| (0.03 | ) | |
| 11,750 | | |
| 11,750 | | |
| 0.11 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| As reported from continuing operations | |
$ | 149,688 | | |
$ | 102,661 | | |
$ | 1.02 | | |
$ | 139,083 | | |
$ | 85,220 | | |
$ | 0.83 | |
| As reported from discontinued operations | |
| | | |
| - | | |
| - | | |
| | | |
| (1,495 | ) | |
| (0.01 | ) |
| As reported | |
| | | |
$ | 102,661 | | |
$ | 1.02 | | |
| | | |
$ | 83,725 | | |
$ | 0.82 | |
| | |
Twelve Months Ended December 31, 2013 | |
| | |
| | |
| | |
Diluted
Earnings | |
| | |
EBITDA | | |
Net Income* | | |
Per Share | |
| | |
| | |
| | |
| |
| As adjusted | |
$ | 250,082 | | |
$ | 127,115 | | |
$ | 1.25 | |
| Adjustments: | |
| | | |
| | | |
| | |
| Net asbestos-related provision | |
| (30,213 | ) | |
| (30,213 | ) | |
| (0.29 | ) |
| | |
| | | |
| | | |
| | |
| As reported from continuing operations | |
$ | 219,869 | | |
$ | 96,902 | | |
$ | 0.96 | |
| As reported from discontinued operations | |
| | | |
| 265 | | |
| - | |
| As reported | |
| | | |
$ | 97,167 | | |
$ | 0.96 | |
* Net income attributable to Foster Wheeler AG.
Foster Wheeler AG and Subsidiaries
Average Calculations
(in thousands of dollars, except per
share amounts)
(unaudited)
| | |
2013
Full Year | | |
2013
Quarterly
Average(1) | | |
Six Months
Ended
June 30, 2014 | | |
2014
Quarterly
Average(2) | |
| Consolidated | |
| | | |
| | | |
| | | |
| | |
| Operating revenues - in Foster Wheeler Scope (3) | |
$ | 2,593,463 | | |
$ | 648,366 | | |
$ | 1,347,037 | | |
$ | 673,519 | |
| Income from continuing operations (4) | |
$ | 96,902 | | |
$ | 24,226 | | |
$ | 102,661 | | |
$ | 51,331 | |
| Adjusted income from continuing operations (4) | |
$ | 127,115 | | |
$ | 31,779 | | |
$ | 105,878 | | |
$ | 52,939 | |
| Consolidated EBITDA from continuing operations | |
$ | 219,869 | | |
$ | 54,967 | | |
$ | 149,688 | | |
$ | 74,844 | |
| Consolidated EBITDA from continuing operations, as adjusted | |
$ | 250,082 | | |
$ | 62,521 | | |
$ | 152,905 | | |
$ | 76,453 | |
| Adjusted diluted earnings per share | |
$ | 1.25 | | |
$ | 0.31 | | |
$ | 1.05 | | |
$ | 0.53 | |
| | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Global Engineering & Construction Group | |
| | | |
| | | |
| | | |
| | |
| New orders booked - in Foster Wheeler Scope | |
$ | 2,745,500 | | |
$ | 686,375 | | |
$ | 1,030,300 | | |
$ | 515,150 | |
| Operating revenues - in Foster Wheeler Scope | |
$ | 1,808,752 | | |
$ | 452,188 | | |
$ | 965,165 | | |
$ | 482,583 | |
| EBITDA | |
$ | 183,911 | | |
$ | 45,978 | | |
$ | 96,463 | | |
$ | 48,232 | |
| EBITDA margin | |
| 10.2 | % | |
| 10.2 | % | |
| 10.0 | % | |
| 10.0 | % |
| | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | |
| Global Power Group | |
| | | |
| | | |
| | | |
| | |
| New orders booked - in Foster Wheeler Scope (5) | |
$ | 690,600 | | |
$ | 172,650 | | |
$ | 569,200 | | |
$ | 284,600 | |
| Operating revenues - in Foster Wheeler Scope (3) | |
$ | 784,711 | | |
$ | 196,178 | | |
$ | 381,872 | | |
$ | 190,936 | |
| EBITDA | |
$ | 147,227 | | |
$ | 36,807 | | |
$ | 92,820 | | |
$ | 46,410 | |
| EBITDA margin | |
| 18.8 | % | |
| 18.8 | % | |
| 24.3 | % | |
| 24.3 | % |
| (1) | To calculate the quarterly average dollar amounts, the company divided reported annual figures by four. |
| (2) | To calculate the quarterly average dollar amounts, the company divided reported six-months figures by two. |
| (3) | The operating revenues represent balances from continuing operations. |
| (4) | Amounts attributable to Foster Wheeler AG. |
| (5) | New orders booked balances above include balances for discontinued operations, which were insignificant based on our consolidated
and business group balances. |
Foster Wheeler (NASDAQ:FWLT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Foster Wheeler (NASDAQ:FWLT)
Historical Stock Chart
From Jul 2023 to Jul 2024
