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 operations and comprehensive income (loss) December 31, 2017 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Net sales $ — $ 703,409 $ 182,417 $ (67,206 ) $ 818,620 Cost of sales — 550,931 145,743 (66,842 ) 629,832 Gross profit — 152,478 36,674 (364 ) 188,788 Operating expenses Selling, general and administrative expenses — 205,672 48,041 — 253,713 Goodwill and intangible assets impairment — 33,301 35,761 — 69,062 Transaction expenses — 6,521 (10 ) — 6,511 Loss on sale of assets — 1,981 116 — 2,097 Total operating expenses — 247,475 83,908 — 331,383 Earnings (loss) from equity investment — 1,000 — — 1,000 Equity earnings from affiliate, net of tax (41,253 ) (53,682 ) — 94,935 — Operating income (loss) (41,253 ) (147,679 ) (47,234 ) 94,571 (141,595 ) Other expense (income) Interest expense 27,919 (569 ) (542 ) — 26,808 Foreign exchange (gains) losses and other, net — (118 ) 7,386 — 7,268 Gain realized on previously held equity investment — (120,392 ) — — (120,392 ) Deferred loan costs written off — — — — — Total other expense (income) 27,919 (121,079 ) 6,844 — (86,316 ) Income (loss) before income taxes (69,172 ) (26,600 ) (54,078 ) 94,571 (55,279 ) Provision for income tax expense (benefit) (9,772 ) 14,653 (760 ) — 4,121 Net income (loss) (59,400 ) (41,253 ) (53,318 ) 94,571 (59,400 ) Less: Loss attributable to noncontrolling interest — — — — — Net income (loss) attributable to common stockholders (59,400 ) (41,253 ) (53,318 ) 94,571 (59,400 ) Other comprehensive income (loss), net of tax: Net income (loss) (59,400 ) (41,253 ) (53,318 ) 94,571 (59,400 ) Change in foreign currency translation, net of tax of $0 36,163 36,163 36,163 (72,326 ) 36,163 Change in pension liability 107 107 107 (214 ) 107 Comprehensive income (loss) (23,130 ) (4,983 ) (17,048 ) 22,031 (23,130 ) Less: comprehensive (income) loss attributable to noncontrolling interests — — — — — Comprehensive income (loss) attributable to common stockholders $ (23,130 ) $ (4,983 ) $ (17,048 ) $ 22,031 $ (23,130 ) Condensed consolidating statements of operations and comprehensive income (loss) December 31, 2016 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Net sales $ — $ 436,785 $ 198,684 $ (47,834 ) $ 587,635 Cost of sales — 375,509 161,190 (48,799 ) 487,900 Gross profit — 61,276 37,494 965 99,735 Operating expenses Selling, general and administrative expenses — 187,974 39,034 — 227,008 Transaction expenses — 825 40 — 865 Loss on sale of assets — 2,616 22 — 2,638 Total operating expenses — 191,415 39,096 — 230,511 Earnings from equity investment — 1,824 — — 1,824 Equity earnings from affiliate, net of tax (62,180 ) 14,663 — 47,517 — Operating income (loss) (62,180 ) (113,652 ) (1,602 ) 48,482 (128,952 ) Other expense (income) Interest expense 27,480 (110 ) 40 — 27,410 Foreign exchange gains and other, net — (5,264 ) (16,077 ) — (21,341 ) Deferred loan costs written off 2,978 — — — 2,978 Total other expense (income) 30,458 (5,374 ) (16,037 ) — 9,047 Income (loss) before income taxes (92,638 ) (108,278 ) 14,435 48,482 (137,999 ) Provision (benefit) for income tax expense (10,660 ) (46,098 ) 707 — (56,051 ) Net income (loss) (81,978 ) (62,180 ) 13,728 48,482 (81,948 ) Less: Loss attributable to noncontrolling interest — — 30 — 30 Net income (loss) attributable to common stockholders (81,978 ) (62,180 ) 13,698 48,482 (81,978 ) Other comprehensive income (loss), net of tax: Net income (loss) (81,978 ) (62,180 ) 13,728 48,482 (81,948 ) Change in foreign currency translation, net of tax of $0 (45,722 ) (45,722 ) (45,722 ) 91,444 (45,722 ) Change in pension liability (335 ) (335 ) (335 ) 670 (335 ) Comprehensive loss (128,035 ) (108,237 ) (32,329 ) 140,596 (128,005 ) Less: comprehensive income attributable to noncontrolling interests — — (162 ) — (162 ) Comprehensive loss attributable to common stockholders $ (128,035 ) $ (108,237 ) $ (32,491 ) $ 140,596 $ (128,167 ) Condensed consolidating statements of operations and comprehensive income December 31, 2015 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Net sales $ — $ 810,890 $ 369,186 $ (106,424 ) $ 1,073,652 Cost of sales — 646,076 269,900 (105,001 ) 810,975 Gross profit — 164,814 99,286 (1,423 ) 262,677 Operating expenses Selling, general and administrative expenses — 201,904 63,002 — 264,906 Goodwill and intangible assets impairment — 57,392 67,700 — 125,092 Transaction expenses — 480 — — 480 (Gain) loss on sale of assets — 943 (197 ) — 746 Total operating expenses — 260,719 130,505 — 391,224 Earnings from equity investment — 14,824 — — 14,824 Equity earnings from affiliate, net of tax (99,908 ) (28,419 ) — 128,327 — Operating loss (99,908 ) (109,500 ) (31,219 ) 126,904 (113,723 ) Other expense (income) Interest expense 29,914 10 21 — 29,945 Foreign exchange gains and other, net — (479 ) (8,866 ) — (9,345 ) Total other expense (income) 29,914 (469 ) (8,845 ) — 20,600 Loss before income taxes (129,822 ) (109,031 ) (22,374 ) 126,904 (134,323 ) Provision (benefit) for income taxes (10,469 ) (9,123 ) 4,653 — (14,939 ) Net loss (119,353 ) (99,908 ) (27,027 ) 126,904 (119,384 ) Less: Income attributable to noncontrolling interest — — (31 ) — (31 ) Net loss attributable to common stockholders (119,353 ) (99,908 ) (26,996 ) 126,904 (119,353 ) Other comprehensive income, net of tax: Net loss (119,353 ) (99,908 ) (27,027 ) 126,904 (119,384 ) Change in foreign currency translation, net of tax of $0 (45,270 ) (45,270 ) (45,270 ) 90,540 (45,270 ) Change in pension liability 46 46 46 (92 ) 46 Comprehensive loss (164,577 ) (145,132 ) (72,251 ) 217,352 (164,608 ) Less: comprehensive loss attributable to noncontrolling interests — — 168 — 168 Comprehensive loss attributable to common stockholders $ (164,577 ) $ (145,132 ) $ (72,083 ) $ 217,352 $ (164,440 ) Condensed consolidating balance sheets December 31, 2017 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Assets Current assets Cash and cash equivalents $ — $ 73,981 $ 41,235 $ — $ 115,216 Accounts receivable—trade, net — 168,162 34,752 — 202,914 Inventories, net — 374,527 77,454 (8,804 ) 443,177 Income tax receivable — 1,872 — — 1,872 Cost and profits in excess of billings — 9,584 — — 9,584 Prepaid expenses and other current assets — 10,807 6,811 — 17,618 Total current assets — 638,933 160,252 (8,804 ) 790,381 Property and equipment, net of accumulated depreciation — 167,407 29,874 — 197,281 Deferred financing costs, net 2,900 — — — 2,900 Deferred income taxes, net — — 3,344 — 3,344 Intangibles, net — 390,752 52,312 — 443,064 Goodwill — 599,677 155,568 — 755,245 Investment in unconsolidated subsidiary — — — — — Investment in affiliates 1,250,593 418,799 — (1,669,392 ) — Long-term loan and advances to affiliates 667,968 — 90,524 (758,492 ) — Other long-term assets — 2,086 927 — 3,013 Total assets $ 1,921,461 $ 2,217,654 $ 492,801 $ (2,436,688 ) $ 2,195,228 Liabilities and equity Current liabilities Current portion of long-term debt $ — $ 1,048 $ 108 $ — $ 1,156 Accounts payable—trade — 117,158 20,526 — 137,684 Accrued liabilities 6,638 46,962 13,165 — 66,765 Deferred revenue — 4,455 4,364 — 8,819 Billings in excess of costs and profits recognized — 1,394 487 — 1,881 Total current liabilities 6,638 171,017 38,650 — 216,305 Long-term debt, net of current portion 505,807 908 35 — 506,750 Long-term loans and payables to affiliates — 758,492 — (758,492 ) — Deferred income taxes, net — 22,737 8,495 — 31,232 Other long-term liabilities — 13,907 18,018 — 31,925 Total liabilities 512,445 967,061 65,198 (758,492 ) 786,212 Total stockholders’ equity 1,409,016 1,250,593 427,603 (1,678,196 ) 1,409,016 Noncontrolling interest in subsidiary — — — — — Total equity 1,409,016 1,250,593 427,603 (1,678,196 ) 1,409,016 Total liabilities and equity $ 1,921,461 $ 2,217,654 $ 492,801 $ (2,436,688 ) $ 2,195,228 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, net — 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 Prepaid expenses and 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, net — 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 cost and profit 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 stockholders’ equity 1,235,202 1,080,337 468,606 (1,548,943 ) 1,235,202 Noncontrolling interest in subsidiary — — 559 — 559 Total 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 Year ended December 31, 2017 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities $ (15,718 ) $ 483 $ 3,702 $ (28,500 ) $ (40,033 ) Cash flows from investing activities Acquisition of businesses, net of cash acquired — (157,297 ) (4,892 ) — (162,189 ) Capital expenditures for property and equipment — (20,499 ) (6,210 ) — (26,709 ) Long-term loans and advances to affiliates (86,097 ) 22,072 — 64,025 — Other — 997 (67 ) — 930 Net cash used in investing activities (86,097 ) (154,727 ) (11,169 ) 64,025 (187,968 ) Cash flows from financing activities Borrowings under credit facility 107,431 — — — 107,431 Repayment of long-term debt — — — — — Long-term loans and advances to affiliates — 86,097 (22,072 ) (64,025 ) — Dividend paid to affiliates — — (28,500 ) 28,500 — Repurchases of stock (4,742 ) — — — (4,742 ) Proceeds from stock issuance 1,491 — — — 1,491 Other (2,430 ) (1,147 ) (40 ) — (3,617 ) Net cash provided by (used in) financing activities 101,750 84,950 (50,612 ) (35,525 ) 100,563 Effect of exchange rate changes on cash — — 8,232 — 8,232 Net decrease in cash and cash equivalents (65 ) (69,294 ) (49,847 ) — (119,206 ) Cash and cash equivalents Beginning of period 65 143,275 91,082 — 234,422 End of period $ — $ 73,981 $ 41,235 $ — $ 115,216 Condensed consolidating statements of cash flows Year ended December 31, 2016 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities $ (16,882 ) $ 31,055 $ 73,772 $ (23,203 ) $ 64,742 Cash flows from investing activities Acquisition of businesses, net of cash acquired — (4,072 ) — — (4,072 ) Capital expenditures for property and equipment — (12,033 ) (4,795 ) — (16,828 ) Long-term loans and advances to affiliates (69,340 ) 12,912 — 56,428 — Other — 9,442 321 — 9,763 Net cash provided by (used in) investing activities (69,340 ) 6,249 (4,474 ) 56,428 (11,137 ) Cash flows from financing activities Long-term loans and advances to affiliates — 69,340 (12,912 ) (56,428 ) — Dividend paid to affiliates — — (23,203 ) 23,203 — Repurchases of stock (623 ) — — — (623 ) Proceeds from stock issuance 87,676 — — — 87,676 Other (766 ) (253 ) 161 — (858 ) Net cash provided by (used in) financing activities 86,287 69,087 (35,954 ) (33,225 ) 86,195 Effect of exchange rate changes on cash — — (14,627 ) — (14,627 ) Net increase in cash and cash equivalents 65 106,391 18,717 — 125,173 Cash and cash equivalents Beginning of period — 36,884 72,365 — 109,249 End of period $ 65 $ 143,275 $ 91,082 $ — $ 234,422 Condensed consolidating statements of cash flows Year ended December 31, 2015 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities $ (17,306 ) $ 112,629 $ 60,590 $ — $ 155,913 Cash flows from investing activities Acquisition of businesses, net of cash acquired — (60,836 ) — — (60,836 ) Capital expenditures for property and equipment — (23,035 ) (9,256 ) — (32,291 ) Long-term loans and advances to affiliates 38,019 41,755 — (79,774 ) — Other — 1,057 764 — 1,821 Net cash provided by (used in) investing activities 38,019 (41,059 ) (8,492 ) (79,774 ) (91,306 ) Cash flows from financing activities Borrowings under credit facility 94,984 — — — 94,984 Repayment of long-term debt (120,077 ) — — — (120,077 ) Long-term loans and advances to affiliates — (38,019 ) (41,755 ) 79,774 — Repurchase of stock (6,438 ) — — — (6,438 ) Proceeds from stock issuance 5,275 — — — 5,275 Other (8 ) (673 ) — — (681 ) Net cash provided by (used in) financing activities (26,264 ) (38,692 ) (41,755 ) 79,774 (26,937 ) Effect of exchange rate changes on cash — — (5,000 ) — (5,000 ) Net increase (decrease) in cash and cash equivalents (5,551 ) 32,878 5,343 — 32,670 Cash and cash equivalents Beginning of period 5,551 4,006 67,022 — 76,579 End of period $ — $ 36,884 $ 72,365 $ — $ 109,249 |