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