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, 2019 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Revenue $ — $ 205,953 $ 49,964 $ (10,269 ) $ 245,648 Cost of sales — 157,317 35,780 (10,637 ) 182,460 Gross Profit — 48,636 14,184 368 63,188 Operating Expenses Selling, general and administrative expenses — 52,148 10,733 — 62,881 Transaction Expenses — 175 (50 ) — 125 Loss (gain) on disposal of assets and other — 81 (65 ) — 16 Total operating expenses — 52,404 10,618 — 63,022 Earnings from equity investment — 107 463 — 570 Equity earnings (loss) from affiliate, net of tax (5,386 ) 4,187 — 1,199 — Operating income (loss) (5,386 ) 526 4,029 1,567 736 Other expense (income) Interest expense (income) 8,348 (70 ) (55 ) — 8,223 Foreign exchange and other gains, net — (123 ) (2,023 ) — (2,146 ) Total other (income) expense, net 8,348 (193 ) (2,078 ) — 6,077 Income (loss) before income taxes (13,734 ) 719 6,107 1,567 (5,341 ) Income tax expense — 6,105 2,288 — 8,393 Net income (loss) (13,734 ) (5,386 ) 3,819 1,567 (13,734 ) Other comprehensive income (loss), net of tax: Net income (loss) (13,734 ) (5,386 ) 3,819 1,567 (13,734 ) Change in foreign currency translation, net of tax of $0 (1,407 ) (1,407 ) (1,407 ) 2,814 (1,407 ) Gain on pension liability 5 5 5 (10 ) 5 Comprehensive income (loss) $ (15,136 ) $ (6,788 ) $ 2,417 $ 4,371 $ (15,136 ) Condensed consolidating statements of comprehensive loss Three Months Ended June 30, 2018 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Revenue $ — $ 241,127 $ 47,987 $ (15,111 ) $ 274,003 Cost of sales — 177,090 39,801 (15,557 ) 201,334 Gross Profit — 64,037 8,186 446 72,669 Operating Expenses Selling, general and administrative expenses — 58,739 12,749 — 71,488 Transaction Expenses — 59 — — 59 Goodwill and intangible asset impairments — — 14,477 — 14,477 Loss (gain) on disposal of assets and other — (1,703 ) 400 — (1,303 ) Total operating expenses — 57,095 27,626 — 84,721 Earnings from equity investment — 15 335 — 350 Equity loss from affiliate, net of tax (9,072 ) (18,300 ) — 27,372 — Operating loss (9,072 ) (11,343 ) (19,105 ) 27,818 (11,702 ) Other expense (income) Interest expense (income) 7,946 31 (116 ) — 7,861 Foreign exchange and other gains, net — (109 ) (5,751 ) — (5,860 ) Total other expense (income), net 7,946 (78 ) (5,867 ) — 2,001 Loss before income taxes (17,018 ) (11,265 ) (13,238 ) 27,818 (13,703 ) Income tax expense (benefit) (1,669 ) (2,193 ) 5,508 — 1,646 Net loss (15,349 ) (9,072 ) (18,746 ) 27,818 (15,349 ) Other comprehensive income (loss), net of tax: Net loss (15,349 ) (9,072 ) (18,746 ) 27,818 (15,349 ) Change in foreign currency translation, net of tax of $0 (18,635 ) (18,635 ) (18,635 ) 37,270 (18,635 ) Gain on pension liability 55 55 55 (110 ) 55 Comprehensive loss $ (33,929 ) $ (27,652 ) $ (37,326 ) $ 64,978 $ (33,929 ) Condensed consolidating balance sheets June 30, 2019 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Assets Current assets Cash and cash equivalents $ — $ 20,277 $ 17,088 $ — $ 37,365 Accounts receivable—trade, net — 148,730 31,883 — 180,613 Inventories, net — 396,518 80,253 (7,698 ) 469,073 Prepaid expenses and other current assets — 30,230 1,290 — 31,520 Accrued revenue — 376 497 — 873 Costs and estimated profits in excess of billings — 4,037 4,401 — 8,438 Total current assets — 600,168 135,412 (7,698 ) 727,882 Property and equipment, net of accumulated depreciation — 151,462 20,084 — 171,546 Operating lease assets — 33,973 19,985 — 53,958 Deferred financing costs, net 1,657 — — — 1,657 Intangible assets — 304,866 37,054 — 341,920 Goodwill — 434,029 37,437 — 471,466 Investment in unconsolidated subsidiary — 858 43,679 — 44,537 Deferred income taxes, net — — — — — Other long-term assets — 4,331 4,414 — 8,745 Investment in affiliates 876,161 266,720 — (1,142,881 ) — Long-term advances to affiliates 626,446 — 97,481 (723,927 ) — Total assets $ 1,504,264 $ 1,796,407 $ 395,546 $ (1,874,506 ) $ 1,821,711 Liabilities and equity Current liabilities Current portion of long-term debt $ — $ 1,143 $ 26 $ — $ 1,169 Accounts payable—trade — 110,500 27,319 — 137,819 Accrued liabilities 6,650 30,554 37,774 — 74,978 Deferred revenue — 2,651 5,395 — 8,046 Billings in excess of costs and profits recognized — 1,567 717 — 2,284 Total current liabilities 6,650 146,415 71,231 — 224,296 Long-term debt, net of current portion 477,403 525 54 — 477,982 Deferred income taxes, net — 4,632 15,480 — 20,112 Operating lease liabilities — 32,255 20,951 — 53,206 Other long-term liabilities — 12,492 13,412 — 25,904 Long-term payables to affiliates — 723,927 — (723,927 ) — Total liabilities 484,053 920,246 121,128 (723,927 ) 801,500 Total equity 1,020,211 876,161 274,418 (1,150,579 ) 1,020,211 Total liabilities and equity $ 1,504,264 $ 1,796,407 $ 395,546 $ (1,874,506 ) $ 1,821,711 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 Accrued revenue — — 862 — 862 Costs and estimated profits in excess of billings — 6,202 2,957 — 9,159 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 statements of cash flows Six Months Ended June 30, 2019 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities $ (7,138 ) $ 53,246 $ (5,324 ) $ — $ 40,784 Cash flows from investing activities Capital expenditures for property and equipment — (8,452 ) (819 ) — (9,271 ) Proceeds from sale of business, property and equipment — 425 — — 425 Long-term loans and advances to affiliates 48,175 (606 ) — (47,569 ) — Net cash provided by (used in) investing activities $ 48,175 $ (8,633 ) $ (819 ) $ (47,569 ) $ (8,846 ) Cash flows from financing activities Borrowings of debt 82,000 — — — 82,000 Repayments of debt (122,000 ) (1,138 ) 55 — (123,083 ) Repurchases of stock (1,037 ) — — — (1,037 ) Long-term loans and advances from affiliates — (48,175 ) 606 47,569 — Net cash provided by (used in) financing activities $ (41,037 ) $ (49,313 ) $ 661 $ 47,569 $ (42,120 ) Effect of exchange rate changes on cash — — 306 — 306 Net decrease in cash, cash equivalents and restricted cash — (4,700 ) (5,176 ) — (9,876 ) Cash, cash equivalents and restricted cash at beginning of period — 24,977 22,264 — 47,241 Cash, cash equivalents and restricted cash at end of period $ — $ 20,277 $ 17,088 $ — $ 37,365 Condensed consolidating statements of cash flows Six Months Ended June 30, 2018 FET (Parent) Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated (in thousands) Cash flows from operating activities $ (34 ) $ (3,738 ) $ 1,985 $ (23,950 ) $ (25,737 ) Cash flows from investing activities Capital expenditures for property and equipment — (12,339 ) (1,801 ) — (14,140 ) Proceeds from sale of business, property and equipment — 4,743 4,066 — 8,809 Long-term loans and advances to affiliates 43,049 (6,282 ) — (36,767 ) — Net cash provided by (used in) investing activities $ 43,049 $ (13,878 ) $ 2,265 $ (36,767 ) $ (5,331 ) Cash flows from financing activities Borrowings of debt 50,000 — — — 50,000 Repayments of debt (90,803 ) (805 ) (70 ) — (91,678 ) Repurchases of stock (2,212 ) — — — (2,212 ) Long-term loans and advances to affiliates — (43,049 ) 6,282 36,767 — Dividend paid to affiliates — — (23,950 ) 23,950 — Net cash used in financing activities $ (43,015 ) $ (43,854 ) $ (17,738 ) $ 60,717 $ (43,890 ) Effect of exchange rate changes on cash — — (1,153 ) — (1,153 ) Net decrease in cash, cash equivalents and restricted cash — (61,470 ) (14,641 ) — (76,111 ) 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 $ — $ 12,511 $ 26,594 $ — $ 39,105 |