Foster Wheeler Reports Results for Fourth Quarter of 2012 *Record levels of quarterly and annual scope new orders in Global E&C Group *Record level of scope backlog in Global E&C Group *Global Power Group reports second-highest level of annual EBITDA in its history Business Wire ZUG, Switzerland -- March 1, 2013 Foster Wheeler AG (Nasdaq: FWLT) today reported net income for the fourth quarter of 2012 of $6.3 million, or $0.06 per diluted share, compared with $39.2 million, or $0.34 per diluted share, in the fourth quarter of 2011. Net income in both quarterly periods was impacted by net asbestos-related provisions as detailed in an attached table. Excluding such items from both quarterly periods, net income in the fourth quarter of 2012 was $28.9 million, or $0.27 per diluted share, compared with $44.8 million, or $0.39 per diluted share, in the year-ago quarter. For the full year 2012, net income was $136.0 million, or $1.27 per diluted share, compared with $162.4 million, or $1.35 per diluted share, for 2011. Excluding the net asbestos-related provisions from both years, net income for 2012 was $165.9 million, or $1.54 per diluted share, as compared with $172.3 million, or $1.43 per diluted share, in 2011. The fourth quarter of 2012 also included a non-cash after-tax impairment charge of $11.5 million, or $0.11 per diluted share, on a non-core asset. The following tables present quarterly and average quarterly data, both as reported and as adjusted (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. (in millions) Q4 2012 Qtrly Avg. Q4 2011 Qtrly Avg. 2012 2011 Net income $6 $34 $39 $41 Net income, as $29 $41 $45 $43 adjusted EBITDA $55 $70 $70 $71 EBITDA, as adjusted $78 $77 $75 $73 Foster Wheeler’s Chief Executive Officer, Kent Masters, said, “Both of our business groups reported solid operating results. In addition, our Global E&C Group reported several record-level numbers in connection with scope new orders and scope backlog. However, adjusted fully diluted earnings per share of $0.27 were $0.09 below the average quarter of 2011 due largely to the impairment charge on a non-core asset, which in turn contributed to a higher effective tax rate during the quarter.” Global Engineering and Construction (E&C) Group (dollars in millions) Q4 2012 Qtrly Avg. Q4 2011 Qtrly Avg. 2012 2011 New orders booked (FW $866 $599 $376 $362 Scope) Operating revenues (FW $424 $397 $453 $399 Scope) Segment EBITDA $53 $48 $55 $53 EBITDA Margin (FW Scope) 12.6% 12.1% 12.2% 13.2% *Scope new orders in the fourth quarter of 2012 reached a record level due in part to the booking of a large PMC (project management consultancy) contract for a clean fuels project in Kuwait. The robust level of new orders contributed to a record level of scope backlog of $2.2 billion at the end of the quarter. *Scope operating revenues in the fourth quarter of 2012 were above the average quarter of 2011 due to an increased volume of work executed. *EBITDA in the fourth quarter of 2012 was in line with the average quarter of 2011. Global Power Group (GPG) (dollars in millions) Q4 2012 Qtrly Avg. Q4 2011 Qtrly Avg. 2012 2011 New orders booked (FW $122 $145 $460 $313 Scope) Operating revenues (FW $228 $246 $281 $257 Scope) Segment EBITDA $47 $52 $55 $46 EBITDA Margin (FW Scope) 20.5% 21.1% 19.5% 17.9% *Scope new orders in the fourth quarter of 2012 were below the average quarter of 2011, as slippage of award dates for committed key prospects resulted in a lack of boiler orders. *Scope operating revenues in the fourth quarter of 2012 were below the average quarter of 2011, primarily as a result of lower volume of boiler work executed. *EBITDA in the fourth quarter of 2012 was in line with the average quarter of 2011. Outlook/Guidance Masters said, “As we look ahead to the balance of 2013, we anticipate a continuation of a mild economic recovery globally. In such an environment, we expect adjusted diluted earnings per share in 2013 to be flat to moderately down as compared to 2012 adjusted diluted earnings per share excluding the impairment charge. We expect an increase in EBITDA in the Global E&C Group in 2013. In addition, we expect a decline in EBITDA in the Global Power Group in 2013, reflecting the lower level of new orders in 2012. EBITDA margins on scope revenues in both business groups are likely to be noticeably weaker in the first half of 2013 than in the second half of the year.” In commenting on the company’s Global E&C Group, Masters said, “We expect scope revenues in 2013 to be up materially as compared with 2012, and we expect the full-year 2013 EBITDA margin on scope revenues in this business to be in the range of 10% to 12%.” Masters said, “In our Global Power Group, we expect full-year scope revenues in 2013 to be flat to modestly down as compared with 2012, and we expect the full-year 2013 EBITDA margin on scope revenues to be in the range of 15% to 17%.” Masters added, “Taking a longer-term view of the company’s prospects, we believe Foster Wheeler is poised for significant earnings growth in the years ahead, aided by the strategic actions we have taken – and are taking – to strengthen and expand each of our business groups, for example the 2012 reorganization of our E&C Group, our continued focus on business line diversification and the penetration of our products and services into new geographies.” Share Repurchase Program The company repurchased 1,751,119 shares during the fourth quarter of 2012 for approximately $40 million. As of December 31, 2012, the company had approximately $420 million remaining under its authorized share repurchase program. Conference Call Information Foster Wheeler AG plans to hold a conference call today, Friday, March 1, at 2:00 p.m. Central European Time (8:00 a.m. Eastern Standard Time in the U.S.) to discuss its financial results for the fourth quarter ended December 31, 2012. The call will be accessible to the public by telephone or webcast, and the company will post an accompanying slide presentation in the investor relations section of its website (www.fwc.com). To listen to the call by telephone, dial 973-935-8752 (conference I.D. No. 81934805) approximately ten minutes before the call. The conference call will also be available over the Internet at www.fwc.com or through StreetEvents at www.streetevents.com. A replay of the call will be available on the company's web site for four weeks following the call. Net Income All references to net income in this news release refer to “Net income attributable to Foster Wheeler AG” as reported in our consolidated financial statements. Calculation of EBITDA EBITDA is a supplemental financial measure not defined in generally accepted accounting principles, or 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 an adjusted form of EBITDA such that in the covenant calculations the EBITDA as presented herein is adjusted for certain unusual and infrequent items specifically excluded in the terms of our senior unsecured credit agreement. 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, mining 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 Web site at www.fwc.com. 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, and the following, could cause the Company’s business conditions and results to differ materially from what is contained in forward-looking statements: benefits, effects or results of the Company’s redomestication to Switzerland, benefits, effects or results of the Company’s strategic renewal initiative, further 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 or furnished with to the Securities and Exchange Commission. Foster Wheeler AG and Subsidiaries Consolidated Statement of Operations (in thousands of dollars, except share data and per share amounts) (unaudited) Quarter Ended December 31, Twelve Months Ended December 31, 2012 2011 2012 2011 Operating $ 735,281 $ 1,128,743 $ 3,414,635 $ 4,480,729 revenues Cost of operating 590,709 976,219 2,837,317 3,939,274 revenues Contract profit 144,572 152,524 577,318 541,455 Selling, general and 88,278 80,666 334,617 309,996 administrative expenses Other income, (4,540 ) (9,293 ) (37,683 ) (51,607 ) net Other 9,564 22,192 34,726 43,969 deductions, net Interest income (2,219 ) (5,657 ) (10,807 ) (18,922 ) Interest expense 2,935 2,491 13,797 12,876 Net asbestos-related 22,795 5,514 30,505 9,901 provision Income before 27,759 56,611 212,163 235,242 income taxes Provision for 18,302 15,685 62,267 58,514 income taxes Net income 9,457 40,926 149,896 176,728 Less: Net income attributable to 3,162 1,681 13,874 14,345 noncontrolling interests Net income attributable to $ 6,295 $ 39,245 $ 136,022 $ 162,383 Foster Wheeler AG Shares Outstanding: Weighted-average number of shares 105,552,630 114,843,970 107,054,284 120,085,704 outstanding for basic earnings per share Weighted-average number of shares 105,970,858 114,940,513 107,313,539 120,504,483 outstanding for diluted earnings per share Earnings per share: Basic $ 0.06 $ 0.34 $ 1.27 $ 1.35 Diluted $ 0.06 $ 0.34 $ 1.27 $ 1.35 Foster Wheeler AG and Subsidiaries Consolidated Balance Sheet (in thousands of dollars) (unaudited) December 31, December 31, 2012 2011 ASSETS Current Assets: Cash and cash equivalents $ 582,322 $ 718,049 Short-term investments - 1,294 Accounts and notes receivable, net: Trade 610,695 427,984 Other 86,981 97,495 Contracts in process 228,979 166,648 Prepaid, deferred and refundable income 57,404 62,616 taxes Other current assets 47,161 49,101 Total current assets 1,613,542 1,523,187 Land, buildings and equipment, net 334,141 341,987 Restricted cash 63,029 44,094 Notes and accounts receivable – long-term 14,119 6,210 Investments in and advances to 205,476 211,109 unconsolidated affiliates Goodwill 133,518 112,120 Other intangible assets, net 105,100 74,386 Asbestos-related insurance recovery 132,438 157,127 receivable Other assets 90,509 118,178 Deferred tax assets 42,052 25,482 TOTAL ASSETS $ 2,733,924 $ 2,613,880 LIABILITIES, TEMPORARY EQUITY AND EQUITY Current Liabilities: Current installments on long-term debt $ 13,672 $ 12,683 Accounts payable 300,225 250,821 Accrued expenses 232,197 237,089 Billings in excess of costs and estimated 565,101 550,746 earnings on uncompleted contracts Income taxes payable 64,992 39,645 Total current liabilities 1,176,187 1,090,984 Long-term debt 124,034 136,428 Deferred tax liabilities 40,889 44,622 Pension, postretirement and other employee 177,345 171,065 benefits Asbestos-related liability 259,350 269,520 Other long-term liabilities 190,132 160,596 Commitments and contingencies TOTAL LIABILITIES 1,967,937 1,873,215 Temporary Equity: Non-vested share-based compensation awards 8,594 4,993 subject to redemption TOTAL TEMPORARY EQUITY 8,594 4,993 Equity: Registered shares 269,633 321,181 Paid-in capital 266,943 606,053 Retained earnings 835,993 699,971 Accumulated other comprehensive loss (567,603 ) (530,068 ) Treasury shares (90,976 ) (409,390 ) TOTAL FOSTER WHEELER AG 713,990 687,747 SHAREHOLDERS’ EQUITY Noncontrolling interests 43,403 47,925 TOTAL EQUITY 757,393 735,672 TOTAL LIABILITIES, TEMPORARY $ 2,733,924 $ 2,613,880 EQUITY AND EQUITY Foster Wheeler AG and Subsidiaries Business Segments (in thousands of dollars) (unaudited) Quarter Ended December 31, Twelve Months Ended December 31, 2012 2011 2012 2011 Global Engineering & Construction Group Backlog - in future $ 2,884,700 $ 2,420,200 $ 2,884,700 $ 2,420,200 revenues New orders booked - 852,900 1,052,100 2,860,400 3,024,900 in future revenues Operating 504,240 845,193 2,419,327 3,443,079 revenues EBITDA 53,399 55,416 192,208 210,541 Foster Wheeler Scope ^(1): Backlog - in Foster 2,196,700 1,365,900 2,196,700 1,365,900 Wheeler Scope New orders booked - 866,500 375,800 2,397,600 1,447,200 in Foster Wheeler Scope Operating revenues - in $ 423,870 $ 453,052 $ 1,586,198 $ 1,594,992 Foster Wheeler Scope Global Power Group Backlog - in future $ 763,300 $ 1,205,900 $ 763,300 $ 1,205,900 revenues New orders booked - 125,300 462,200 589,100 1,260,900 in future revenues Operating 231,041 283,550 995,308 1,037,650 revenues EBITDA 46,548 54,956 207,862 184,467 Foster Wheeler Scope ^(1): Backlog - in Foster 753,500 1,196,400 753,500 1,196,400 Wheeler Scope New orders booked - 121,500 460,300 579,000 1,251,800 in Foster Wheeler Scope Operating revenues - in $ 227,586 $ 281,301 $ 985,488 $ 1,028,176 Foster Wheeler Scope Corporate & Finance Group ^(2) EBITDA $ (45,055 ) $ (40,893 ) $ (121,453 ) $ (111,779 ) Consolidated Backlog - in future $ 3,648,000 $ 3,626,100 $ 3,648,000 $ 3,626,100 revenues New orders booked - 978,200 1,514,300 3,449,500 4,285,800 in future revenues Operating 735,281 1,128,743 3,414,635 4,480,729 revenues EBITDA 54,892 69,479 278,617 283,229 Foster Wheeler Scope ^(1): Backlog - in Foster 2,950,200 2,562,300 2,950,200 2,562,300 Wheeler Scope New orders booked - 988,000 836,100 2,976,600 2,699,000 in Foster Wheeler Scope Operating revenues - in $ 651,456 $ 734,353 $ 2,571,686 $ 2,623,168 Foster Wheeler Scope ____________________ Foster Wheeler Scope represents the portion of backlog, new orders booked and operating revenues on which profit can be earned. (1) 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. Foster Wheeler AG and Subsidiaries Reconciliations of EBITDA and Foster Wheeler Scope (in thousands of dollars) (unaudited) Quarter Ended December 31, Twelve Months Ended December 31, 2012 2011 2012 2011 Reconciliation of EBITDA to Net Income ^(1) EBITDA: Global Engineering & $ 53,399 $ 55,416 $ 192,208 $ 210,541 Construction Group Global Power 46,548 54,956 207,862 184,467 Group Corporate & (45,055 ) (40,893 ) (121,453 ) (111,779 ) Finance Group Consolidated EBITDA 54,892 69,479 278,617 283,229 Less: Interest expense 2,935 2,491 13,797 12,876 Less: Depreciation/amortization 27,360 12,058 66,531 49,456 ^(2) Less: Provision for 18,302 15,685 62,267 58,514 income taxes Net income ^(1) $ 6,295 $ 39,245 $ 136,022 $ 162,383 Reconciliation of Foster Wheeler Scope Operating Revenues to Operating Revenues Global Engineering & Construction Group Foster Wheeler Scope operating $ 423,870 $ 453,052 $ 1,586,198 $ 1,594,992 revenues Flow-through 80,370 392,141 833,129 1,848,087 revenues Operating $ 504,240 $ 845,193 $ 2,419,327 $ 3,443,079 revenues Global Power Group Foster Wheeler Scope operating $ 227,586 $ 281,301 $ 985,488 $ 1,028,176 revenues Flow-through 3,455 2,249 9,820 9,474 revenues Operating $ 231,041 $ 283,550 $ 995,308 $ 1,037,650 revenues Consolidated Foster Wheeler Scope operating $ 651,456 $ 734,353 $ 2,571,686 $ 2,623,168 revenues Flow-through 83,825 394,390 842,949 1,857,561 revenues Operating $ 735,281 $ 1,128,743 $ 3,414,635 $ 4,480,729 revenues ____________________ ^(1) Net income attributable to Foster Wheeler AG. ^(2) The depreciation / amortization by business segment: Quarter Ended December 31, Twelve Months Ended December 31, 2012 2011 2012 2011 Global Engineering & $ 6,363 $ 5,861 $ 23,115 $ 24,867 Construction Group Global Power 18,466 5,569 38,934 22,116 Group Corporate & 2,531 628 4,482 2,473 Finance Group Total depreciation / $ 27,360 $ 12,058 $ 66,531 $ 49,456 amortization 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 December 31, 2012 2011 Diluted Diluted EBITDA Net Earnings EBITDA Net Earnings Income* Income* Per Per Share Share As adjusted $ 77,687 $ 28,944 $ 0.27 $ $ $ 0.39 74,993 44,759 Adjustments: Net asbestos-related (22,795) (22,649) (0.21) (5,514) (5,514) (0.05) provision As reported $ 54,892 $ 6,295 $ 0.06 $ $ $ 0.34 69,479 39,245 Twelve Months Ended December 31, 2012 2011 Diluted Diluted EBITDA Net Earnings EBITDA Net Earnings Income* Income* Per Per Share Share As adjusted $ $ $ 1.54 $ $ $ 1.43 309,122 165,944 293,130 172,284 Adjustments: Net asbestos-related (30,505) (29,922) (0.27) (9,901) (9,901) (0.08) provision As reported $ $ $ 1.27 $ $ $ 1.35 278,617 136,022 283,229 162,383 ____________________ *Net income attributable to Foster Wheeler AG. Foster Wheeler AG and Subsidiaries Average Calculations (in thousands of dollars, except per share amounts) (unaudited) 2011 2012 2011 2012 Quarterly Quarterly Full Year Full Year Average^(1) Average^(1) Consolidated Operating revenues - $ $ in Foster Wheeler 2,623,168 $ 655,792 2,571,686 $ 642,922 Scope Net income ^(2) $ 162,383 $ 40,596 $ 136,022 $ 34,006 Adjusted net income $ 172,284 $ 43,071 $ 165,944 $ 41,486 ^(2) Consolidated EBITDA $ 283,229 $ 70,807 $ 278,617 $ 69,654 Consolidated EBITDA, $ 293,130 $ 73,283 $ 309,122 $ 77,281 as adjusted Adjusted diluted $ 1.43 $ 0.36 $ 1.54 $ 0.38 earnings per share Global Engineering & Construction Group New orders booked - $ $ in Foster Wheeler 1,447,200 $ 361,800 2,397,600 $ 599,400 Scope Operating revenues - $ $ in Foster Wheeler 1,594,992 $ 398,748 1,586,198 $ 396,550 Scope Segment EBITDA $ 210,541 $ 52,635 $ 192,208 $ 48,052 EBITDA margin 13.2% 13.2% 12.1% 12.1% Global Power Group New orders booked - $ in Foster Wheeler 1,251,800 $ 312,950 $ 579,000 $ 144,750 Scope Operating revenues - $ in Foster Wheeler 1,028,176 $ 257,044 $ 985,488 $ 246,372 Scope Segment EBITDA $ 184,467 $ 46,117 $ 207,862 $ 51,966 EBITDA margin 17.9% 17.9% 21.1% 21.1% ____________________ ^(1) To calculate the quarterly average dollar amounts, the company divided reported annual figures by four. ^(2) Net income attributable to Foster Wheeler AG. 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Foster Wheeler Reports Results for Fourth Quarter of 2012
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