Foster Wheeler Reports Results for Third Quarter of 2014

02/11/2014


ZUG, Switzerland--(BUSINESS WIRE)--Nov. 3, 2014-- 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.

Source: Foster Wheeler AG

Foster Wheeler AG
Media
Patti Landsperger, 908-713-2944
patti_landsperger@fwc.com
or
Other Inquiries
908-730-4000
fw@fwc.com

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