Foster Wheeler AG (Nasdaq:FWLT) today reported income from
continuing operations for the third quarter of 2014 of $25.4
million, or $0.25 per diluted share, compared with $48.9 million,
or $0.50 per diluted share, in the third 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 third
quarter of 2014 was $27.4 million, or $0.27 per diluted share,
compared with $50.9 million, or $0.52 per diluted share, in the
year-ago quarter.
Results for the third quarter of 2014 include the impact of $3.5
million, or $0.04 per share, of third-party transaction costs in
connection with the previously announced acquisition of Foster
Wheeler by AMEC plc. Excluding the impact of this item and the
asbestos provision, income from continuing operations in the third
quarter of 2014 was $30.9 million, or $0.31 per diluted share.
For the first nine months of 2014, income from continuing
operations was $128.1 million, or $1.27 per diluted share, compared
with $134.1 million, or $1.32 per diluted share, for the first nine
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)
Q3 2014 Qtrly
Avg. 2014 Q3 2013 Qtrly
Avg. 2013 Income $25 $43
$49 $24 Adjusted income $27
$44 $51 $32 Consolidated
revenues (FW Scope) $770 $706
$625 $648
Foster Wheeler’s Chief Executive Officer, Kent Masters, said, “
We experienced a moderate reduction in adjusted income from
continuing operations in the third quarter of 2014 compared to the
average quarter of 2013, due to increased costs incurred on the
AMEC transaction and a higher tax rate. EBITDA from operations in
the third quarter of 2014 was comparable to the average quarter of
2013, with higher EBITDA in our Global Engineering and Construction
Group (E&C) driven by increased level of activity, offset by
lower EBITDA in our Global Power Group (GPG) due to timing of new
orders, mix of work executed and reduced margins.”
Masters said, “Both business groups continue to operate very
well in a challenging environment. We continue to expect a material
increase in scope revenues for E&C in full-year 2014 relative
to full-year 2013, with a modest decline in full-year 2014 scope
revenues compared to the previous year for GPG due to timing and
mix of new orders.”
Global Engineering and Construction
(E&C) Group
(dollars in millions)
Q3 2014 Qtrly Avg.
2014 Q3 2013 Qtrly Avg. 2013 New
orders booked (FW Scope) $428 $486 $1,304
$686 Operating revenues (FW Scope) $604 $523
$441 $452 Segment EBITDA $63 $53
$60 $46 EBITDA Margin (FW Scope) 10.2% 10.2%
13.6% 10.2%
- Lower scope new orders in the third
quarter compared to expectations due to delays in prospect
awards.
- Scope operating revenues in the third
quarter of 2014 continued to remain well above average quarterly
2013 scope revenues due to an increased level of work
executed.
- EBITDA in the third quarter of 2014 was
materially higher than average quarterly 2013 EBITDA, primarily due
to an increased level of activity on stable margins.
Global Power Group (GPG)
(dollars in millions; EBITDA and revenues from continuing
operations)
Q3 2014 Qtrly Avg. 2014
Q3 2013 Qtrly Avg. 2013 New orders
booked (FW Scope) $146 $239 $176 $173
Operating revenues (FW Scope) $166 $183 $185
$196 Segment EBITDA $21 $38 $45
$37 EBITDA Margin (FW Scope) 12.5% 20.7% 24.6%
18.8%
- Sequential quarterly increase in scope
new orders in the third quarter, with quarterly average new orders
in 2014 above average quarterly new orders in the prior year
reflecting very strong bookings in the first quarter of 2014.
- Lower scope operating revenues in the
third quarter compared to the average quarter of 2013 reflects
timing of new orders and weight of engineering in the portfolio mix
of projects in execution.
- EBITDA in the third quarter below the
average quarter of 2013 due to lower volume of boiler work
executed, reduced equity income on a partially-owned power plant
and lower margins associated with the mix of projects in
execution.
Share Repurchase Program
The company did not purchase any of its shares during the third
quarter of 2014.
Pending Offer by AMEC plc
On October 7, 2014, AMEC plc launched an exchange offer to
acquire all the issued and to be issued registered shares of the
company. This exchange offer is being made pursuant to the terms
and conditions of an Implementation Agreement, which the company
and AMEC originally entered into on February 13, 2014. In
connection with the exchange offer, AMEC filed a registration
statement on Form F-4 and a Tender Offer statement on Schedule TO
and the company filed a Solicitation/Recommendation Statement
on Schedule 14D-9, each as amended from time to time. The exchange
offer is scheduled to expire at 11:59 PM New York City time on
Tuesday, November 4, 2014, unless it is extended.
For additional information about the terms of the exchange offer
and the Implementation Agreement, please see the following
documents which are available at www.sec.gov: (i) the company’s
Solicitation/Recommendation Statement on Schedule 14D-9, filed with
the U.S. Securities and Exchange Commission (SEC) on
October 7, 2014, as amended by Amendment No. 1 to the Schedule
14D-9, filed with the SEC on October 23, 2014 and (ii) the
prospectus dated October 7, 2014, as amended or supplemented
from time to time, which is part of the Registration Statement on
Form F-4 filed by AMEC with the SEC on October 2, 2014.
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.
Safe Harbor Statement
Foster Wheeler AG communication materials 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 Form 10-K
for the year ended December 31, 2013, filed with the SEC 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: the timing and success of
the pending offer and acquisition of the Company by AMEC plc
(“AMEC”), the risk that the Company’s business will be adversely
impacted during the pending offer and acquisition of the Company by
AMEC, 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
SEC.
Important information
In connection with the pending offer by AMEC to acquire all of
Foster Wheeler’s issued and to be issued registered shares which
commenced on October 7, 2014 (the “Offer”), AMEC filed a
registration statement on Form F-4 and a Tender Offer statement on
Schedule TO and the Company filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the Offer. These
documents 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 may obtain the documents free of charge at the SEC’s
website, www.sec.gov. Any materials filed by the Company 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 U.S.
Securities Act of 1933, or an exemption therefrom.
Foster Wheeler AG
and Subsidiaries
Consolidated
Statement of Operations
(in thousands of
dollars, except share data and per share amounts)
(unaudited)
Quarter Ended
September 30,
Nine Months Ended
September 30,
2014 2013 2014 2013 Operating
revenues $ 859,721 $ 801,826
$ 2,445,187 $ 2,455,377 Cost of
operating revenues 728,969
648,360 2,063,855
2,028,858 Contract profit 130,752
153,466 381,332 426,519 Selling,
general and administrative expenses 80,118 85,521
245,312 265,654 Other income, net
(7,684 ) (9,873 ) (54,234
) (32,638 ) Other deductions, net
13,384 7,557 25,613 23,359 Interest
income (1,207 ) (1,307 )
(4,120 ) (4,251 ) Interest
expense 2,669 3,388 4,485 9,976
Net asbestos-related provision/(gain) 1,956
2,000 5,173
(9,750 ) Income from continuing operations before
income taxes 41,516 66,180 159,103
174,169 Provision for income taxes
15,753 17,794
31,826 36,273 Income from
continuing operations 25,763
48,386 127,277
137,896 Discontinued operations: Income
from discontinued operations before income taxes -
1,760 - 265 Provision for income taxes from
discontinued operations - -
- - Income from
discontinued operations -
1,760 - 265
Net income 25,763 50,146 127,277
138,161 Less: Net income/(loss) attributable to
noncontrolling interests 323
(467 ) (824 )
3,823 Net income attributable to Foster Wheeler
AG $ 25,440 $ 50,613
$ 128,101 $ 134,338
Weighted–average number of shares outstanding:
Basic earnings per share 100,081,772
98,172,200 99,691,325 100,830,719 Diluted
earnings per share 101,175,607 98,603,586
100,947,186 101,326,593 Amounts
attributable to Foster Wheeler AG: Income from continuing
operations $ 25,440 $ 48,853
$ 128,101 $ 134,073 Income from
discontinued operations -
1,760 - 265
Net income $ 25,440 $
50,613 $ 128,101 $
134,338 Basic earnings per share
attributable to Foster Wheeler AG: Income from continuing
operations $ 0.25 $ 0.50 $
1.28 $ 1.33 Income from discontinued
operations - 0.02
- - Net income
$ 0.25 $ 0.52 $
1.28 $ 1.33 Diluted
earnings per share attributable to Foster Wheeler AG: Income
from continuing operations $ 0.25 $
0.50 $ 1.27 $ 1.32 Income
from discontinued operations -
0.01 - -
Net income $ 0.25 $ 0.51
$ 1.27 $ 1.32 Return of
capital distribution per share $ - $
- $ 0.40 $ -
Foster Wheeler AG
and Subsidiaries
Consolidated
Balance Sheet
(in thousands of
dollars)
(unaudited)
September 30, December 31, 2014
2013 ASSETS Current Assets: Cash and cash
equivalents $ 447,658 $ 556,190
Accounts and notes receivable, net: Trade
620,866 671,770 Other 73,771
57,262 Contracts in process 237,249
197,232 Prepaid, deferred and refundable income taxes
51,513 62,856 Other current assets
38,079 38,431 Total current
assets 1,469,136 1,583,741
Land, buildings and equipment, net 253,537
279,981 Restricted cash 60,417 82,867
Notes and accounts receivable – long-term 13,627
15,060 Investments in and advances to unconsolidated
affiliates 165,846 181,315 Goodwill
164,650 169,801 Other intangible assets, net
100,235 113,463 Asbestos-related insurance
recovery receivable 102,926 120,489 Other
assets 147,341 143,848 Deferred tax assets
43,200 49,707 TOTAL
ASSETS $ 2,520,915 $
2,740,272 LIABILITIES, TEMPORARY EQUITY AND
EQUITY Current Liabilities: Current installments on
long-term debt $ 15,867 $ 12,513
Accounts payable 243,589 282,403 Accrued
expenses 255,035 304,312 Billings in excess of
costs and estimated earnings on uncompleted contracts
481,211 569,652 Income taxes payable
38,536 39,078 Total current
liabilities 1,034,238
1,207,958 Long-term debt 96,479
113,719 Deferred tax liabilities 41,448
39,714 Pension, postretirement and other employee
benefits 101,281 111,221 Asbestos-related
liability 232,823 257,180 Other long-term
liabilities 138,264 210,651 Commitments and
contingencies TOTAL LIABILITIES
1,644,533 1,940,443 Temporary
Equity: Non-vested share-based compensation awards subject
to redemption 18,072 15,664
TOTAL TEMPORARY EQUITY 18,072
15,664 Equity: Registered shares
263,568 259,937 Paid-in capital 203,359
216,450 Retained earnings 1,061,261
933,160 Accumulated other comprehensive loss
(542,490 ) (509,317 ) Treasury
shares (150,131 ) (150,131
) TOTAL FOSTER WHEELER AG SHAREHOLDERS’ EQUITY
835,567 750,099
Noncontrolling interests 22,743
34,066 TOTAL EQUITY 858,310
784,165 TOTAL LIABILITIES, TEMPORARY
EQUITY AND EQUITY $ 2,520,915 $
2,740,272
Foster Wheeler AG
and Subsidiaries
Business
Segments
(in thousands of
dollars)
(unaudited)
Quarter Ended
September 30,
Nine Months Ended
September 30,
2014 2013 2014 2013
Global
Engineering & Construction Group
Backlog - in future revenues $ 3,403,200
$ 3,355,000 $ 3,403,200 $
3,355,000 New orders booked - in future revenues
472,400 1,498,400 2,139,700 2,627,100
Operating revenues 693,726 615,028
1,892,460 1,865,721 EBITDA 62,903
59,940 159,366 157,261 Foster
Wheeler Scope (1): Backlog - in Foster Wheeler
Scope 2,694,100 2,918,800 2,694,100
2,918,800 New orders booked - in Foster Wheeler Scope
427,800 1,303,800 1,458,100 2,176,300
Operating revenues - in Foster Wheeler Scope $
604,399 $ 440,633 $ 1,569,564
$ 1,308,875
Global Power
Group
Backlog - in future revenues (3) $
716,400 $ 587,200 $ 716,400
$ 587,200 New orders booked - in future
revenues (3) 147,300 177,900
721,200 467,100 Operating revenues (4)
165,995 186,798 552,727 589,656
EBITDA 20,724 45,428 113,544
115,699 Foster Wheeler Scope
(1): Backlog - in Foster Wheeler Scope
(3) 715,700 583,900 715,700
583,900 New orders booked - in Foster Wheeler Scope
(3) 146,400 175,500 715,600
460,200 Operating revenues - in Foster Wheeler Scope
(4) $ 165,648 $ 184,741 $
547,520 $ 582,897 Corporate
& Finance Group (2)
EBITDA $ (24,368 ) $
(21,301 ) $ (63,963 ) $
(49,810 )
Consolidated
Backlog - in future revenues (3) $
4,119,600 $ 3,942,200 $
4,119,600 $ 3,942,200 New orders booked -
in future revenues (3) 619,700 1,676,300
2,860,900 3,094,200 Operating revenues
(4) 859,721 801,826 2,445,187
2,455,377 EBITDA from continuing operations
59,259 84,067 208,947 223,150
Foster Wheeler Scope (1): Backlog - in
Foster Wheeler Scope (3) 3,409,800
3,502,700 3,409,800 3,502,700 New orders
booked - in Foster Wheeler Scope (3) 574,200
1,479,300 2,173,700 2,636,500 Operating
revenues - in Foster Wheeler Scope (4) $
770,047 $ 625,374 $ 2,117,084
$ 1,891,772
____________________
(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)
Quarter Ended
September 30,
Nine Months Ended
September 30,
Twelve Months
Ended
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 $
604,399 $ 440,633 $ 1,569,564
$ 1,308,875 $ 1,808,752 Flow-through
revenues 89,327 174,395
322,896 556,846
703,835 Operating revenues $
693,726 $ 615,028 $
1,892,460 $ 1,865,721 $
2,512,587
Global Power
Group
Foster Wheeler Scope operating revenues $
165,648 $ 184,741 $ 547,520
$ 582,897 $ 784,711 Flow-through
revenues 347 2,057
5,207 6,759
9,152 Operating revenues $
165,995 $ 186,798 $
552,727 $ 589,656 $
793,863
Consolidated
Foster Wheeler Scope operating revenues $
770,047 $ 625,374 $ 2,117,084
$ 1,891,772 $ 2,593,463 Flow-through
revenues 89,674 176,452
328,103 563,605
712,987 Operating revenues $
859,721 $ 801,826 $
2,445,187 $ 2,455,377 $
3,306,450
Reconciliation of
EBITDA from continuing operations to Net Income
(2)
EBITDA from
continuing operations:
Global Engineering & Construction Group $
62,903 $ 59,940 $ 159,366
$ 157,261 $ 183,911 Global Power
Group 20,724 45,428 113,544 115,699
147,227 Corporate & Finance Group
(24,368 ) (21,301 )
(63,963 ) (49,810 )
(111,269 ) EBITDA from continuing operations
59,259 84,067 208,947 223,150
219,869 Less: Interest expense 2,669
3,388 4,485 9,976 13,227 Less:
Depreciation and amortization (3) 15,397
14,032 44,535 42,828 57,574 Less:
Provision for income taxes 15,753
17,794 31,826
36,273 52,166 Income from
continuing operations (2) 25,440 48,853
128,101 134,073 96,902 Income/(loss) from
discontinued operations (2) -
1,760 - 265
265 Net income (2)
$ 25,440 $ 50,613
$ 128,101 $ 134,338
$ 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:
Quarter Ended
September 30,
Nine Months Ended
September 30,
Twelve Months
Ended
December 31,
2014 2013 2014 2013 2013
Global Engineering & Construction Group $
8,392 $ 8,376 $ 25,524 $
24,170 $ 33,067 Global Power Group
6,550 5,176 17,339 15,591 20,958
Corporate & Finance Group 455
480 1,672
3,067 3,549 Total
depreciation and amortization $ 15,397
$ 14,032 $ 44,535
$ 42,828 $ 57,574
Foster Wheeler AG
and Subsidiaries
EBITDA, Net
Income (1)
and Diluted Earnings Per Share
Reconciliation
(in thousands of
dollars, except per share amounts)
(unaudited)
Quarter
Ended September 30, 2014 2013 EBITDA
Net
Income (1)
Diluted
Earnings
Per Share
EBITDA
Net
Income (1)
Diluted
Earnings
Per Share
As adjusted $ 61,215 $
27,396
(2)
$ 0.27 $ 86,067 $ 50,853
$ 0.52 Adjustments: Net asbestos-related
provision (1,956 ) (1,956 )
(0.02 ) (2,000 ) (2,000 )
(0.02 )
As reported from continuing operations $
59,259 $ 25,440 $ 0.25
$ 84,067 $ 48,853 $
0.50 As reported from discontinued operations
- - 1,760
0.01 As reported $ 25,440
$ 0.25 $ 50,613
$ 0.51 Nine Months Ended September
30, 2014 2013 EBITDA
Net
Income (1)
Diluted
Earnings
Per Share
EBITDA
Net
Income (1)
Diluted
Earnings
Per Share
As adjusted $ 214,120 $
133,274 $ 1.32 $ 213,400
$ 124,323 $ 1.23 Adjustments:
Net asbestos-related (provision)/gain (5,173 )
(5,173 ) (0.05 ) 9,750
9,750 0.09
As reported from continuing operations $
208,947 $ 128,101 $ 1.27
$ 223,150 $ 134,073 $
1.32 As reported from discontinued operations
- - 265
- As reported $ 128,101
$ 1.27 $ 134,338
$ 1.32 Twelve Months Ended December
31, 2013 EBITDA
Net
Income (1)
Diluted
Earnings
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
____________________
(1)
Net income attributable to Foster Wheeler AG.
(2)
The third quarter of 2014 included the impact of third-party
transaction costs of $3.5 million in connection with the previously
announced acquisition of Foster Wheeler AG by AMEC plc. The
following table presents "As adjusted" Net Income (1)
and Diluted Earnings per Share excluding these costs:
Quarter Ended
September 30, 2014
Net
Income (1)
Diluted
Earnings
Per Share
As adjusted, excluding third-party transaction costs
$ 30,896 $ 0.31 Third-party
transaction costs 3,500 0.04 As
Adjusted $ 27,396 $ 0.27
Foster Wheeler AG
and Subsidiaries
Average
Calculations
(in thousands of
dollars, except per share amounts)
(unaudited)
2013
Full Year
2013
Quarterly
Average(1)
Nine Months
Ended
September 30,
2014
2014
Quarterly
Average(2)
Consolidated
Operating revenues - in Foster Wheeler Scope (3)
$ 2,593,463 $ 648,366 $
2,117,084 $ 705,695 Income from continuing
operations (4) $ 96,902 $
24,226 $ 128,101 $ 42,700
Adjusted income from continuing operations (4)
$ 127,115 $ 31,779 $
133,274 $ 44,425 Consolidated EBITDA from
continuing operations $ 219,869 $
54,967 $ 208,947 $ 69,649
Consolidated EBITDA from continuing operations, as adjusted
$ 250,082 $ 62,521 $
214,120 $ 71,373 Adjusted diluted earnings
per share $ 1.25 $ 0.31 $
1.32 $ 0.44
Global
Engineering & Construction Group
New orders booked - in Foster Wheeler Scope $
2,745,500 $ 686,375 $ 1,458,100
$ 486,033 Operating revenues - in Foster Wheeler
Scope $ 1,808,752 $ 452,188
$ 1,569,564 $ 523,188 EBITDA
$ 183,911 $ 45,978 $
159,366 $ 53,122 EBITDA margin
10.2 % 10.2 % 10.2 %
10.2 %
Global Power
Group
New orders booked - in Foster Wheeler Scope (5)
$ 690,600 $ 172,650 $
715,600 $ 238,533 Operating revenues - in
Foster Wheeler Scope (3) $ 784,711
$ 196,178 $ 547,520 $
182,507 EBITDA $ 147,227 $
36,807 $ 113,544 $ 37,848
EBITDA margin 18.8 % 18.8 %
20.7 % 20.7 %
____________________
(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 nine-months figures by
three.
(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 AGMediaPatti Landsperger,
908-713-2944patti_landsperger@fwc.comorOther
Inquiries908-730-4000fw@fwc.com
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