Condensed consolidating financial statements | Condensed consolidating financial statements The Senior Notes are guaranteed by our domestic subsidiaries which are 100% owned, directly or indirectly, by the Company. The guarantees are full and unconditional, joint and several and on an unsecured basis. Condensed consolidating statements of comprehensive income (loss) Three months ended March 31, 2017 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Net sales $ — $ 142,736 $ 46,402 $ (18,042 ) $ 171,096 Cost of sales — 110,240 39,395 (17,518 ) 132,117 Gross profit — 32,496 7,007 (524 ) 38,979 Operating expenses Selling, general and administrative expenses — 48,063 12,611 — 60,674 Transaction expenses — 517 111 — 628 Loss (gain) on sale of assets and other — (270 ) 24 — (246 ) Total operating expenses — 48,310 12,746 — 61,056 Earnings from equity investment — 1,462 — — 1,462 Equity earnings from affiliate, net of tax (11,435 ) (5,126 ) — 16,561 — Operating income (11,435 ) (19,478 ) (5,739 ) 16,037 (20,615 ) Other expense (income) Interest expense (income) 6,666 (27 ) (59 ) — 6,580 Deferred loan costs written off — — — — — Foreign exchange (gains) losses and other, net — (137 ) 1,683 — 1,546 Total other expense (income) 6,666 (164 ) 1,624 — 8,126 Income (loss) before income taxes (18,101 ) (19,314 ) (7,363 ) 16,037 (28,741 ) Provision (benefit) for income tax expense (2,333 ) (7,879 ) (2,761 ) — (12,973 ) Net income (loss) (15,768 ) (11,435 ) (4,602 ) 16,037 (15,768 ) Less: Income (loss) attributable to noncontrolling interest — — — — — Net income (loss) attributable to common stockholders (15,768 ) (11,435 ) (4,602 ) 16,037 (15,768 ) Other comprehensive income (loss), net of tax: Net income (loss) (15,768 ) (11,435 ) (4,602 ) 16,037 (15,768 ) Change in foreign currency translation, net of tax of $0 7,222 7,222 7,222 (14,444 ) 7,222 Change in pension liability (15 ) (15 ) (15 ) 30 (15 ) Comprehensive income (loss) (8,561 ) (4,228 ) 2,605 1,623 (8,561 ) Less: comprehensive (income) loss attributable to noncontrolling interests — — — — Comprehensive income (loss) attributable to common stockholders $ (8,561 ) $ (4,228 ) $ 2,605 $ 1,623 $ (8,561 ) Condensed consolidating statements of comprehensive income (loss) Three months ended March 31, 2016 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Net sales $ — $ 117,314 $ 55,634 $ (13,507 ) $ 159,441 Cost of sales — 92,614 45,132 (12,862 ) 124,884 Gross profit — 24,700 10,502 (645 ) 34,557 Operating expenses Selling, general and administrative expenses — 47,664 12,349 — 60,013 Transaction Expense — 166 — — 166 Loss (gain) on sale of assets and other — (36 ) 4 — (32 ) Total operating expenses — 47,794 12,353 — 60,147 Earnings from equity investment — 577 — — 577 Equity earnings from affiliates, net of tax (16,614 ) (1,089 ) — 17,703 — Operating income (16,614 ) (23,606 ) (1,851 ) 17,058 (25,013 ) Other expense (income) Interest expense (income) 7,148 (13 ) (2 ) — 7,133 Deferred loan costs written off 2,588 — — — 2,588 Foreign exchange (gains) losses and other, net — (82 ) (1,298 ) — (1,380 ) Total other expense (income) 9,736 (95 ) (1,300 ) — 8,341 Income before income taxes (26,350 ) (23,511 ) (551 ) 17,058 (33,354 ) Provision for income tax expense (3,407 ) (6,897 ) (102 ) — (10,406 ) Net income (22,943 ) (16,614 ) (449 ) 17,058 (22,948 ) Less: Income (loss) attributable to noncontrolling interest — — (5 ) — (5 ) Net income attributable to common stockholders (22,943 ) (16,614 ) (444 ) 17,058 (22,943 ) Other comprehensive income, net of tax: Net income (22,943 ) (16,614 ) (449 ) 17,058 (22,948 ) Change in foreign currency translation, net of tax of $0 3,472 3,472 3,472 (6,944 ) 3,472 Change in pension liability (43 ) (43 ) (43 ) 86 (43 ) Comprehensive income (loss) (19,514 ) (13,185 ) 2,980 10,200 (19,519 ) Less: comprehensive (income) loss attributable to noncontrolling interests — — (93 ) (93 ) Comprehensive income (loss) attributable to common stockholders $ (19,514 ) $ (13,185 ) $ 2,887 $ 10,200 $ (19,612 ) Condensed consolidating balance sheets March 31, 2017 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Assets Current assets Cash and cash equivalents $ 103 $ 121,043 $ 83,768 $ — $ 204,914 Accounts receivable—trade, net — 98,887 28,330 — 127,217 Inventories — 288,180 72,825 (8,964 ) 352,041 Income tax receivable — 32,801 — — 32,801 Cost and profits in excess of billings — 3,998 3,660 — 7,658 Other current assets — 15,685 9,176 — 24,861 Total current assets 103 560,594 197,759 (8,964 ) 749,492 Property and equipment, net of accumulated depreciation — 127,429 23,638 — 151,067 Deferred financing costs, net 960 — — — 960 Deferred income taxes, net — — 2,482 — 2,482 Intangibles — 168,203 49,331 — 217,534 Goodwill — 483,334 173,542 — 656,876 Investment in unconsolidated subsidiary — 61,643 — — 61,643 Investment in affiliates 1,077,875 459,902 — (1,537,777 ) — Long-term advances to affiliates 563,914 — 75,564 (639,478 ) — Other long-term assets — 2,290 627 — 2,917 Total assets $ 1,642,852 $ 1,863,395 $ 522,943 $ (2,186,219 ) $ 1,842,971 Liabilities and equity Current liabilities Current portion of long-term debt $ — $ 1,075 $ 102 $ — $ 1,177 Accounts payable—trade — 85,008 15,355 — 100,363 Accrued liabilities 12,854 31,735 7,379 — 51,968 Deferred revenue — 3,006 4,430 — 7,436 Billings in excess of costs and profits — 1,078 770 — 1,848 Total current liabilities 12,854 121,902 28,036 — 162,792 Long-term debt, net of current portion 396,839 1,106 58 — 398,003 Long-term payables to affiliates — 639,478 — (639,478 ) — Deferred income taxes, net — 7,346 6,684 — 14,030 Other long-term liabilities — 15,688 19,299 — 34,987 Total liabilities 409,693 785,520 54,077 (639,478 ) 609,812 Total stockholder's equity 1,233,159 1,077,875 468,866 (1,546,741 ) 1,233,159 Noncontrolling interest in subsidiary — — — — — Equity 1,233,159 1,077,875 468,866 (1,546,741 ) 1,233,159 Total liabilities and equity $ 1,642,852 $ 1,863,395 $ 522,943 $ (2,186,219 ) $ 1,842,971 Condensed consolidating balance sheets December 31, 2016 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Assets Current assets Cash and cash equivalents $ 65 $ 143,275 $ 91,082 $ — $ 234,422 Accounts receivable—trade, net — 77,229 28,039 — 105,268 Inventories — 269,036 77,987 (8,440 ) 338,583 Income tax receivable — 32,801 — — 32,801 Cost and profits in excess of billings — 4,477 4,722 — 9,199 Other current assets — 21,013 8,430 — 29,443 Total current assets 65 547,831 210,260 (8,440 ) 749,716 Property and equipment, net of accumulated depreciation — 127,094 25,118 — 152,212 Deferred financing costs, net 1,112 — — — 1,112 Deferred income taxes, net — — 851 — 851 Intangibles — 166,437 49,981 — 216,418 Goodwill — 481,374 171,369 — 652,743 Investment in unconsolidated subsidiary — 59,140 — — 59,140 Investment in affiliates 1,080,337 460,166 — (1,540,503 ) — Long-term advances to affiliates 557,061 — 71,057 (628,118 ) — Other long-term assets — 2,322 678 — 3,000 Total assets $ 1,638,575 $ 1,844,364 $ 529,314 $ (2,177,061 ) $ 1,835,192 Liabilities and equity Current liabilities Current portion of long-term debt $ — $ 23 $ 101 $ — $ 124 Accounts payable—trade — 59,261 14,514 — 73,775 Accrued liabilities 6,708 40,630 8,266 — 55,604 Deferred revenue — 1,206 7,132 — 8,338 Billings in excess of costs and profits recognized — 1,799 2,205 — 4,004 Total current liabilities 6,708 102,919 32,218 — 141,845 Long-term debt, net of current portion 396,665 — 82 — 396,747 Long-term payables to affiliates — 628,118 — (628,118 ) — Deferred income taxes, net — 17,650 8,535 — 26,185 Other long-term liabilities — 15,340 19,314 — 34,654 Total liabilities 403,373 764,027 60,149 (628,118 ) 599,431 Total stockholder's equity 1,235,202 1,080,337 468,606 (1,548,943 ) 1,235,202 Noncontrolling interest in subsidiary — — 559 — 559 Equity 1,235,202 1,080,337 469,165 (1,548,943 ) 1,235,761 Total liabilities and equity $ 1,638,575 $ 1,844,364 $ 529,314 $ (2,177,061 ) $ 1,835,192 Condensed consolidating statements of cash flows Three months ended March 31, 2017 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Cash flows from (used in) operating activities $ 374 $ (13,349 ) $ (2,031 ) $ — $ (15,006 ) Cash flows from investing activities Acquisition of businesses, net of cash acquired — (8,738 ) — — (8,738 ) Capital expenditures for property and equipment — (3,285 ) (183 ) — (3,468 ) Investment in unconsolidated subsidiary — (1,041 ) — — — (1,041 ) Long-term loans and advances to affiliates 2,310 7,319 — (9,629 ) — Other — 40 — — 40 Net cash provided by (used in) investing activities $ 2,310 $ (5,705 ) $ (183 ) $ (9,629 ) $ (13,207 ) Cash flows from financing activities Repayment of long-term and short-term debt — (868 ) (23 ) — (891 ) Long-term loans and advances to affiliates — (2,310 ) (7,319 ) 9,629 — Stock repurchase related to shares withheld for taxes (4,403 ) — — — (4,403 ) Proceeds from stock issuance 1,757 — — — 1,757 Net cash provided by (used in) financing activities $ (2,646 ) $ (3,178 ) $ (7,342 ) $ 9,629 $ (3,537 ) Effect of exchange rate changes on cash — — 2,242 — 2,242 Net increase (decrease) in cash and cash equivalents 38 (22,232 ) (7,314 ) — (29,508 ) Cash and cash equivalents Beginning of period 65 143,275 91,082 — 234,422 End of period $ 103 $ 121,043 $ 83,768 $ — $ 204,914 Condensed consolidating statements of cash flows Three Months Ended March 31, 2016 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Cash flows from (used in) operating activities $ 1,670 $ 6,093 $ 19,093 $ — $ 26,856 Cash flows from investing activities Acquisition of businesses, net of cash acquired — — — — — Capital expenditures for property and equipment — (3,991 ) (270 ) — (4,261 ) Long-term loans and advances to affiliates (1,324 ) 348 — 976 — Other — 280 29 — 309 Net cash provided by (used in) investing activities $ (1,324 ) $ (3,363 ) $ (241 ) $ 976 $ (3,952 ) Cash flows from financing activities Borrowings of long-term and short-term debt — 8 — — 8 Repayment of long-term debt — (199 ) — (199 ) Long-term loans and advances to affiliates — 1,324 (348 ) (976 ) — Deferred financing costs (513 ) — — — (513 ) Other 167 (1 ) (1 ) — 165 Net cash provided by (used in) financing activities $ (346 ) $ 1,132 $ (349 ) $ (976 ) $ (539 ) Effect of exchange rate changes on cash — — 363 — 363 Net increase (decrease) in cash and cash equivalents — 3,862 18,866 — 22,728 Cash and cash equivalents Beginning of period — 36,884 72,365 — 109,249 End of period $ — $ 40,746 $ 91,231 $ — $ 131,977 |