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 loss Year ended December 31, 2018 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenue $ — $ 936,319 $ 187,647 $ (59,747 ) $ 1,064,219 Cost of sales — 717,519 151,787 (61,459 ) 807,847 Gross Profit — 218,800 35,860 1,712 256,372 Operating Expenses Selling, general and administrative expenses — 231,492 55,488 — 286,980 Goodwill and intangible assets impairment — 233,635 129,887 — 363,522 Transaction Expenses — 2,926 520 — 3,446 Loss (gain) on disposal of assets and other — (1,274 ) 836 — (438 ) Total operating expenses — 466,779 186,731 — 653,510 Earnings (loss) from equity investment — 529 (389 ) — 140 Equity loss from affiliate, net of tax (348,557 ) (118,601 ) — 467,158 — Operating loss (348,557 ) (366,051 ) (151,260 ) 468,870 (396,998 ) Other expense (income) Interest expense 32,307 158 67 — 32,532 Foreign exchange and other gains, net — (296 ) (5,974 ) — (6,270 ) (Gain) loss on contribution of subsea rentals business — 5,856 (39,362 ) — (33,506 ) Total other (income) expense, net 32,307 5,718 (45,269 ) — (7,244 ) Loss before income taxes (380,864 ) (371,769 ) (105,991 ) 468,870 (389,754 ) Income tax expense (benefit) (6,784 ) (23,212 ) 14,322 — (15,674 ) Net loss (374,080 ) (348,557 ) (120,313 ) 468,870 (374,080 ) Other comprehensive income (loss), net of tax: Net loss (374,080 ) (348,557 ) (120,313 ) 468,870 (374,080 ) Change in foreign currency translation, net of tax of $0 (24,752 ) (24,752 ) (24,752 ) 49,504 (24,752 ) Gain on pension liability 1,489 1,489 1,489 (2,978 ) 1,489 Comprehensive loss $ (397,343 ) $ (371,820 ) $ (143,576 ) $ 515,396 $ (397,343 ) Condensed consolidating statements of comprehensive loss Year ended December 31, 2017 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenue $ — $ 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 disposal of assets and other — 1,981 116 — 2,097 Total operating expenses — 247,475 83,908 — 331,383 Earnings from equity investment — 1,000 — — 1,000 Equity loss from affiliate, net of tax (41,253 ) (53,682 ) — 94,935 — Operating loss (41,253 ) (147,679 ) (47,234 ) 94,571 (141,595 ) Other expense (income) Interest expense (income) 27,919 (569 ) (542 ) — 26,808 Foreign exchange and other losses (gains), net — (118 ) 7,386 — 7,268 Gain realized on previously held equity investment — (120,392 ) — — (120,392 ) Total other (income) expense, net 27,919 (121,079 ) 6,844 — (86,316 ) Loss before income taxes (69,172 ) (26,600 ) (54,078 ) 94,571 (55,279 ) Income tax expense (benefit) (9,772 ) 14,653 (760 ) — 4,121 Net loss (59,400 ) (41,253 ) (53,318 ) 94,571 (59,400 ) Other comprehensive income (loss), net of tax: Net 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 Gain on pension liability 107 107 107 (214 ) 107 Comprehensive loss $ (23,130 ) $ (4,983 ) $ (17,048 ) $ 22,031 $ (23,130 ) Condensed consolidating statements of comprehensive loss Year ended December 31, 2016 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenue $ — $ 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 disposal of assets and other — 2,616 22 — 2,638 Total operating expenses — 191,415 39,096 — 230,511 Earnings from equity investment — 1,824 — — 1,824 Equity earnings (loss) from affiliate, net of tax (62,180 ) 14,663 — 47,517 — Operating loss (62,180 ) (113,652 ) (1,602 ) 48,482 (128,952 ) Other expense (income) Interest expense (income) 27,480 (110 ) 40 — 27,410 Foreign exchange and other gains, net — (5,264 ) (16,077 ) — (21,341 ) Deferred loan costs written off 2,978 — — — 2,978 Total other (income) expense, net 30,458 (5,374 ) (16,037 ) — 9,047 Income (loss) before income taxes (92,638 ) (108,278 ) 14,435 48,482 (137,999 ) Income tax expense (benefit) (10,660 ) (46,098 ) 707 — (56,051 ) Net income (loss) (81,978 ) (62,180 ) 13,728 48,482 (81,948 ) Less: Income 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 ) Loss on pension liability (335 ) (335 ) (335 ) 670 (335 ) Comprehensive loss (128,035 ) (108,237 ) (32,329 ) 140,596 (128,005 ) Less: comprehensive loss attributable to noncontrolling interests — — (162 ) — (162 ) Comprehensive loss attributable to common stockholders $ (128,035 ) $ (108,237 ) $ (32,491 ) $ 140,596 $ (128,167 ) Condensed consolidating balance sheets December 31, 2018 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Assets Current assets Cash and cash equivalents $ — $ 24,977 $ 22,264 $ — $ 47,241 Accounts receivable—trade, net — 177,986 28,069 — 206,055 Inventories, net — 416,237 69,878 (7,092 ) 479,023 Prepaid expenses and other current assets — 23,585 92 — 23,677 Costs and estimated profits in excess of billings — 6,202 2,957 — 9,159 Accrued revenue — — 862 — 862 Total current assets — 648,987 124,122 (7,092 ) 766,017 Property and equipment, net of accumulated depreciation — 156,434 20,924 — 177,358 Deferred financing costs, net 2,071 — — — 2,071 Intangible assets — 320,056 38,992 — 359,048 Goodwill — 433,415 36,232 — 469,647 Investment in unconsolidated subsidiary — 1,222 43,760 — 44,982 Deferred income taxes, net — 1,170 64 — 1,234 Other long-term assets — 4,194 5,101 — 9,295 Investment in affiliates 877,764 265,714 — (1,143,478 ) — Long-term advances to affiliates 674,220 — 98,532 (772,752 ) — Total assets $ 1,554,055 $ 1,831,192 $ 367,727 $ (1,923,322 ) $ 1,829,652 Liabilities and equity Current liabilities Current portion of long-term debt $ — $ 1,150 $ 17 $ — $ 1,167 Accounts payable—trade — 121,019 22,167 — 143,186 Accrued liabilities 6,873 40,913 33,246 — 81,032 Deferred revenue — 4,742 3,593 — 8,335 Billings in excess of costs and profits recognized — 84 3,126 — 3,210 Total current liabilities 6,873 167,908 62,149 — 236,930 Long-term debt, net of current portion 517,056 480 8 — — 517,544 Deferred income taxes, net — — 15,299 — 15,299 Other long-term liabilities — 12,288 17,465 — 29,753 Long-term payables to affiliates — 772,752 — (772,752 ) — Total liabilities 523,929 953,428 94,921 (772,752 ) 799,526 — Total equity 1,030,126 877,764 272,806 (1,150,570 ) 1,030,126 Total liabilities and equity $ 1,554,055 $ 1,831,192 $ 367,727 $ (1,923,322 ) $ 1,829,652 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 Prepaid expenses and other current assets — 12,679 6,811 — 19,490 Costs and estimated profits in excess of billings — 9,584 — — 9,584 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 Intangible assets — 390,752 52,312 — 443,064 Goodwill — 599,677 155,568 — 755,245 Deferred income taxes, net — — 3,344 — 3,344 Other long-term assets — 2,086 927 — 3,013 Investment in affiliates 1,250,593 418,799 — (1,669,392 ) — Long-term advances to affiliates 667,968 — 90,524 (758,492 ) — 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 Deferred income taxes, net — 22,737 8,495 — 31,232 Other long-term liabilities — 13,907 18,018 — 31,925 Long-term payables to affiliates — 758,492 — (758,492 ) — Total liabilities 512,445 967,061 65,198 (758,492 ) 786,212 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 statements of cash flows Year ended December 31, 2018 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities $ 10,461 $ (76 ) $ 15,972 $ (23,950 ) $ 2,407 Cash flows from investing activities Capital expenditures for property and equipment — (20,288 ) (3,755 ) — (24,043 ) Acquisition of businesses, net of cash acquired — (60,622 ) — — (60,622 ) Investment in unconsolidated subsidiary — — — — — Proceeds from sale of business, property and equipment — 5,192 4,066 — 9,258 Long-term loans and advances to affiliates (18,130 ) 9,690 — 8,440 — Net cash provided by (used in) investing activities (18,130 ) (66,028 ) 311 8,440 (75,407 ) Cash flows from financing activities Borrowings of debt 221,980 — — — 221,980 Repayments of debt (211,783 ) — — — (211,783 ) Repurchases of stock (2,777 ) — — — (2,777 ) Proceeds from stock issuance 249 — — — 249 Payment of capital lease obligations — (1,030 ) (117 ) — (1,147 ) Long-term loans and advances to affiliates — 18,130 (9,690 ) (8,440 ) — Dividend paid to affiliates — — (23,950 ) 23,950 — Net cash provided by (used in) financing activities 7,669 17,100 (33,757 ) 15,510 6,522 Effect of exchange rate changes on cash — — (1,497 ) — (1,497 ) Net decrease in cash, cash equivalents and restricted cash — (49,004 ) (18,971 ) — (67,975 ) Cash, cash equivalents and restricted cash at beginning of period — 73,981 41,235 — 115,216 Cash, cash equivalents and restricted cash at end of period $ — $ 24,977 $ 22,264 $ — $ 47,241 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 Capital expenditures for property and equipment — (20,499 ) (6,210 ) — (26,709 ) Acquisition of businesses, net of cash acquired — (157,297 ) (4,892 ) — (162,189 ) Investment in unconsolidated subsidiary — (1,041 ) — — (1,041 ) Proceeds from sale of property and equipment — 2,038 (67 ) — 1,971 Long-term loans and advances to affiliates (86,097 ) 22,072 — 64,025 — Net cash used in investing activities (86,097 ) (154,727 ) (11,169 ) 64,025 (187,968 ) Cash flows from financing activities Borrowings of debt 107,431 — — — 107,431 Repurchases of stock (4,742 ) — — — (4,742 ) Proceeds from stock issuance 1,491 — — — 1,491 Payment of capital lease obligations — (1,147 ) (40 ) — (1,187 ) Deferred financing costs (2,430 ) — — — (2,430 ) Long-term loans and advances to affiliates — 86,097 (22,072 ) (64,025 ) — Dividend paid to affiliates — — (28,500 ) 28,500 — 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, cash equivalents and restricted cash (65 ) (69,294 ) (49,847 ) — (119,206 ) Cash, cash equivalents and restricted cash at beginning of period 65 143,275 91,082 — 234,422 Cash, cash equivalents and restricted cash at 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 Capital expenditures for property and equipment — (12,033 ) (4,795 ) — (16,828 ) Acquisition of businesses, net of cash acquired — (4,072 ) — — (4,072 ) Proceeds from sale of property and equipment — 9,442 321 — 9,763 Long-term loans and advances to affiliates (69,340 ) 12,912 — 56,428 — Net cash provided by (used in) investing activities (69,340 ) 6,249 (4,474 ) 56,428 (11,137 ) Cash flows from financing activities Repurchases of stock (623 ) — — — (623 ) Proceeds from stock issuance 87,676 — — — 87,676 Payment of capital lease obligations — (253 ) 161 — (92 ) Deferred financing costs (766 ) — — — (766 ) Long-term loans and advances to affiliates — 69,340 (12,912 ) (56,428 ) — Dividend paid to affiliates — — (23,203 ) 23,203 — 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, cash equivalents and restricted cash 65 106,391 18,717 — 125,173 Cash, cash equivalents and restricted cash at beginning of period — 36,884 72,365 — 109,249 Cash, cash equivalents and restricted cash at end of period $ 65 $ 143,275 $ 91,082 $ — $ 234,422 |