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 June 30, 2017 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Net sales $ — $ 172,917 $ 44,274 $ (16,076 ) $ 201,115 Cost of sales — 132,247 35,207 (15,594 ) 151,860 Gross profit — 40,670 9,067 (482 ) 49,255 Operating expenses Selling, general and administrative expenses — 49,840 12,055 — 61,895 Transaction expenses — 245 — — 245 Goodwill impairment — 32,243 35,761 — 68,004 Loss on sale of assets and other — 1,613 22 — 1,635 Total operating expenses — 83,941 47,838 — 131,779 Earnings from equity investment — 2,568 — — 2,568 Equity earnings from affiliate, net of tax (73,513 ) (39,449 ) — 112,962 — Operating income (loss) (73,513 ) (80,152 ) (38,771 ) 112,480 (79,956 ) Other expense (income) Interest expense (income) 6,708 (159 ) (164 ) — 6,385 Deferred loan costs written off — — — — — Foreign exchange (gains) losses and other, net — (49 ) 2,651 — 2,602 Total other expense (income) 6,708 (208 ) 2,487 — 8,987 Income (loss) before income taxes (80,221 ) (79,944 ) (41,258 ) 112,480 (88,943 ) Benefit for income tax expense (2,348 ) (6,431 ) (2,291 ) — (11,070 ) Net income (loss) (77,873 ) (73,513 ) (38,967 ) 112,480 (77,873 ) Less: Income (loss) attributable to noncontrolling interest — — — — — Net income (loss) attributable to common stockholders (77,873 ) (73,513 ) (38,967 ) 112,480 (77,873 ) Other comprehensive income (loss), net of tax: Net income (loss) (77,873 ) (73,513 ) (38,967 ) 112,480 (77,873 ) Change in foreign currency translation, net of tax of $0 15,325 15,325 15,325 (30,650 ) 15,325 Change in pension liability (82 ) (82 ) (82 ) 164 (82 ) Comprehensive income (loss) (62,630 ) (58,270 ) (23,724 ) 81,994 (62,630 ) Less: comprehensive (income) loss attributable to noncontrolling interests — — — — — Comprehensive income (loss) attributable to common stockholders $ (62,630 ) $ (58,270 ) $ (23,724 ) $ 81,994 $ (62,630 ) Condensed consolidating statements of comprehensive income (loss) Three months ended June 30, 2016 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Net sales $ — $ 103,062 $ 50,880 $ (11,219 ) $ 142,723 Cost of sales — 107,801 41,734 (12,093 ) 137,442 Gross profit — (4,739 ) 9,146 874 5,281 Operating expenses Selling, general and administrative expenses — 46,866 11,397 — 58,263 Transaction Expense — 64 — — 64 Loss (gain) on sale of assets and other — 215 (167 ) — 48 Total operating expenses — 47,145 11,230 — 58,375 Earnings from equity investment — 216 — — 216 Equity earnings from affiliates, net of tax (24,128 ) 7,235 — 16,893 — Operating income (loss) (24,128 ) (44,433 ) (2,084 ) 17,767 (52,878 ) Other expense (income) Interest expense (income) 6,783 (2 ) 4 — 6,785 Foreign exchange gains and other, net — (451 ) (9,563 ) — (10,014 ) Total other expense (income) 6,783 (453 ) (9,559 ) — (3,229 ) Income before income taxes (30,911 ) (43,980 ) 7,475 17,767 (49,649 ) Provision for income tax expense (benefit) (2,374 ) (19,852 ) 1,079 — (21,147 ) Net income (loss) (28,537 ) (24,128 ) 6,396 17,767 (28,502 ) Less: Income (loss) attributable to noncontrolling interest — — 35 — 35 Net income (loss) attributable to common stockholders (28,537 ) (24,128 ) 6,361 17,767 (28,537 ) Other comprehensive income (loss), net of tax: Net income (loss) (28,537 ) (24,128 ) 6,396 17,767 (28,502 ) Change in foreign currency translation, net of tax of $0 (22,847 ) (22,847 ) (22,847 ) 45,694 (22,847 ) Change in pension liability 24 24 24 (48 ) 24 Comprehensive income (loss) (51,360 ) (46,951 ) (16,427 ) 63,413 (51,325 ) Less: comprehensive (income) loss attributable to noncontrolling interests — — (36 ) — (36 ) Comprehensive income (loss) attributable to common stockholders $ (51,360 ) $ (46,951 ) $ (16,463 ) $ 63,413 $ (51,361 ) Condensed consolidating statements of comprehensive income (loss) Six months ended June 30, 2017 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenue $ — $ 315,652 $ 90,676 $ (34,117 ) $ 372,211 Cost of sales — 242,486 75,513 (34,022 ) 283,977 Gross profit — 73,166 15,163 (95 ) 88,234 Operating expenses Selling, general and administrative expenses — 97,903 24,666 — 122,569 Transaction expenses — 762 111 — 873 Goodwill impairment — 32,243 35,761 — 68,004 Loss on sale of assets and other — 1,342 47 — 1,389 Total operating expenses — 132,250 60,585 — 192,835 Earnings from equity investment — 4,030 — — 4,030 Equity earnings from affiliates, net of tax (84,948 ) (44,576 ) — 129,524 — Operating income (loss) (84,948 ) (99,630 ) (45,422 ) 129,429 (100,571 ) Other expense (income) Interest expense (income) 13,374 (186 ) (223 ) — 12,965 Deferred loan costs written off — — — — — Foreign exchange (gains) losses and other, net — (186 ) 4,334 — 4,148 Total other expense (income) 13,374 (372 ) 4,111 — 17,113 Income (loss) before income taxes (98,322 ) (99,258 ) (49,533 ) 129,429 (117,684 ) Provision (benefit) for income tax expense (4,681 ) (14,310 ) (5,052 ) — (24,043 ) Net income (loss) (93,641 ) (84,948 ) (44,481 ) 129,429 (93,641 ) Less: Income (loss) attributable to noncontrolling interest — — — — — Net income (loss) attributable to common stockholders (93,641 ) (84,948 ) (44,481 ) 129,429 (93,641 ) Other comprehensive income (loss), net of tax: Net income (loss) (93,641 ) (84,948 ) (44,481 ) 129,429 (93,641 ) Change in foreign currency translation, net of tax of $0 22,547 22,547 22,547 (45,094 ) 22,547 Change in pension liability (97 ) (97 ) (97 ) 194 (97 ) Comprehensive income (loss) (71,191 ) (62,498 ) (22,031 ) 84,529 (71,191 ) Less: comprehensive (income) loss attributable to noncontrolling interests — — — — — Comprehensive income (loss) attributable to common stockholders $ (71,191 ) $ (62,498 ) $ (22,031 ) $ 84,529 $ (71,191 ) Condensed consolidating statements of comprehensive income (loss) Six Months Ended June 30, 2016 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenue $ — $ 220,377 $ 106,514 $ (24,727 ) $ 302,164 Cost of sales — 200,417 86,864 (24,955 ) 262,326 Gross profit — 19,960 19,650 228 39,838 Operating expenses Selling, general and administrative expenses — 94,530 23,746 — 118,276 Transaction expenses — 230 — — 230 Loss (gain) on sale of assets and other — 180 (164 ) — 16 Total operating expenses — 94,940 23,582 — 118,522 Earnings from equity investment — 793 — — 793 Equity earnings from affiliates, net of tax (40,741 ) 6,147 — 34,594 — Operating income (loss) (40,741 ) (68,040 ) (3,932 ) 34,822 (77,891 ) Other expense (income) Interest expense (income) 13,931 (16 ) 3 — 13,918 Deferred loan costs written off 2,588 — — — 2,588 Foreign exchange gains and other, net — (533 ) (10,861 ) — (11,394 ) Total other expense (income) 16,519 (549 ) (10,858 ) — 5,112 Income (loss) before income taxes (57,260 ) (67,491 ) 6,926 34,822 (83,003 ) Provision (benefit) for income tax expense (5,780 ) (26,750 ) 977 — (31,553 ) Net income (loss) (51,480 ) (40,741 ) 5,949 34,822 (51,450 ) Less: Income (loss) attributable to noncontrolling interest — — 30 — 30 Net income (loss) attributable to common stockholders (51,480 ) (40,741 ) 5,919 34,822 (51,480 ) Other comprehensive income (loss), net of tax: Net income (loss) (51,480 ) (40,741 ) 5,949 34,822 (51,450 ) Change in foreign currency translation, net of tax of $0 (19,375 ) (19,375 ) (19,375 ) 38,750 (19,375 ) Change in pension liability (19 ) (19 ) (19 ) 38 (19 ) Comprehensive income (loss) (70,874 ) (60,135 ) (13,445 ) 73,610 (70,844 ) Less: comprehensive (income) loss attributable to noncontrolling interests — — (129 ) — (129 ) Comprehensive income (loss) attributable to common stockholders $ (70,874 ) $ (60,135 ) $ (13,574 ) $ 73,610 $ (70,973 ) Condensed consolidating balance sheets June 30, 2017 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Assets Current assets Cash and cash equivalents $ 262 $ 137,943 $ 82,265 $ — $ 220,470 Accounts receivable—trade, net — 115,793 29,548 — 145,341 Inventories — 300,316 73,002 (8,535 ) 364,783 Income tax receivable — 1,872 — — 1,872 Cost and profits in excess of billings — 5,818 1,621 — 7,439 Other current assets — 17,894 9,335 — 27,229 Total current assets 262 579,636 195,771 (8,535 ) 767,134 Property and equipment, net of accumulated depreciation — 124,960 24,458 — 149,418 Deferred financing costs, net 809 — — — 809 Deferred income taxes, net — — 3,945 — 3,945 Intangibles — 163,028 50,284 — 213,312 Goodwill — 450,625 145,208 — 595,833 Investment in unconsolidated subsidiary — 62,510 — — 62,510 Investment in affiliates 1,019,604 435,700 — (1,455,304 ) — Long-term advances to affiliates 558,770 — 80,616 (639,386 ) — Other long-term assets — 2,228 655 — 2,883 Total assets $ 1,579,445 $ 1,818,687 $ 500,937 $ (2,103,225 ) $ 1,795,844 Liabilities and equity Current liabilities Current portion of long-term debt $ — $ 1,035 $ 108 $ — $ 1,143 Accounts payable—trade — 96,789 17,158 — 113,947 Accrued liabilities 6,616 40,727 9,360 — 56,703 Deferred revenue — 4,228 4,613 — 8,841 Billings in excess of costs and profits — 509 607 — 1,116 Total current liabilities 6,616 143,288 31,846 — 181,750 Long-term debt, net of current portion 397,013 1,042 35 — 398,090 Long-term payables to affiliates — 639,386 — (639,386 ) — Deferred income taxes, net — — 5,005 — 5,005 Other long-term liabilities — 15,367 19,816 — 35,183 Total liabilities 403,629 799,083 56,702 (639,386 ) 620,028 Total stockholder's equity 1,175,816 1,019,604 444,235 (1,463,839 ) 1,175,816 Noncontrolling interest in subsidiary — — — — — Equity 1,175,816 1,019,604 444,235 (1,463,839 ) 1,175,816 Total liabilities and equity $ 1,579,445 $ 1,818,687 $ 500,937 $ (2,103,225 ) $ 1,795,844 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 Six months ended June 30, 2017 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Cash flows from (used in) operating activities $ (9,897 ) $ 14,603 $ 53 $ — $ 4,759 Cash flows from investing activities Acquisition of businesses, net of cash acquired — (8,738 ) — — (8,738 ) Capital expenditures for property and equipment — (11,147 ) (1,873 ) — (13,020 ) Investment in unconsolidated subsidiary — (1,041 ) — — — (1,041 ) Long-term loans and advances to affiliates 12,638 12,901 — (25,539 ) — Other — 1,699 — — 1,699 Net cash provided by (used in) investing activities $ 12,638 $ (6,326 ) $ (1,873 ) $ (25,539 ) $ (21,100 ) Cash flows from financing activities Repayment of long-term and short-term debt — (971 ) (40 ) — (1,011 ) Long-term loans and advances to affiliates — (12,638 ) (12,901 ) 25,539 — Net treasury shares withheld (4,564 ) — — — (4,564 ) Proceeds from stock issuance 2,020 — — — 2,020 Net cash provided by (used in) financing activities $ (2,544 ) $ (13,609 ) $ (12,941 ) $ 25,539 $ (3,555 ) Effect of exchange rate changes on cash — — 5,944 — 5,944 Net increase (decrease) in cash and cash equivalents 197 (5,332 ) (8,817 ) — (13,952 ) Cash and cash equivalents Beginning of period 65 143,275 91,082 — 234,422 End of period $ 262 $ 137,943 $ 82,265 $ — $ 220,470 Condensed consolidating statements of cash flows Six Months Ended June 30, 2016 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Cash flows from (used in) operating activities $ (8,981 ) $ 34,792 $ 39,106 $ (20,000 ) $ 44,917 Cash flows from investing activities Acquisition of businesses, net of cash acquired — (2,700 ) — — (2,700 ) Capital expenditures for property and equipment — (7,455 ) (2,585 ) — (10,040 ) Long-term loans and advances to affiliates 9,483 1,483 — (10,966 ) — Other — 3,354 356 — 3,710 Net cash provided by (used in) investing activities $ 9,483 $ (5,318 ) $ (2,229 ) $ (10,966 ) $ (9,030 ) Cash flows from financing activities Repayment of long-term debt — (238 ) — — (238 ) Long-term loans and advances to affiliates — (9,483 ) (1,483 ) 10,966 — Dividend paid to affiliates — — (20,000 ) 20,000 — Other (502 ) — — — (502 ) Net cash provided by (used in) financing activities $ (502 ) $ (9,721 ) $ (21,483 ) $ 30,966 $ (740 ) Effect of exchange rate changes on cash — — (7,167 ) — (7,167 ) Net increase (decrease) in cash and cash equivalents — 19,753 8,227 — 27,980 Cash and cash equivalents Beginning of period — 36,884 72,365 — 109,249 End of period $ — $ 56,637 $ 80,592 $ — $ 137,229 |