☑
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
61-1488595
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
10344 Sam Houston Park Drive
|
Suite 300
|
Houston
|
Texas
|
77064
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Common stock, $0.01 par value
|
FET
|
New York Stock Exchange
|
(Title of Each Class)
|
(Trading Symbol)
|
(Name of Each Exchange on Which Registered)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☑
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
PART I
|
||
PART II
|
||
PART III
|
||
PART IV
|
||
•
|
supply of and demand for oil and natural gas;
|
•
|
prices, and expectations about future prices, of oil and natural gas;
|
•
|
ability or willingness of the Organization of Petroleum Exporting Countries (“OPEC”) and other major producers to set and maintain production limits;
|
•
|
cost of exploring for, developing, producing and delivering oil and natural gas;
|
•
|
levels of drilling and completions activity;
|
•
|
expected decline in rates of current and future production, or faster than anticipated declines in production;
|
•
|
discovery rates of new oil and natural gas reserves;
|
•
|
ability of our customers to access new markets or areas of production or to continue to access current markets, including as a result of trade restrictions;
|
•
|
weather conditions, including hurricanes, that can affect oil and natural gas operations over a wide area;
|
•
|
natural disasters, catastrophes or other events resulting in severe property damage;
|
•
|
more stringent environmental regulations;
|
•
|
prohibitions, moratoriums or similar limitations on drilling or hydraulic fracturing activity resulting in a cessation or disruption of operations;
|
•
|
domestic and worldwide economic conditions;
|
•
|
financial stability of our customers and other industry participants;
|
•
|
political instability in oil and natural gas producing countries, including recent tensions between the United States and Middle East countries;
|
•
|
shareholder activism or activities by non-governmental organizations to restrict the exploration, development and production of oil and natural gas;
|
•
|
conservation measures and technological advances affecting energy consumption;
|
•
|
price and availability of alternative energy resources and fuels;
|
•
|
uncertainty in capital and commodities markets, and the ability of oil and natural gas companies to raise equity capital and debt financing;
|
•
|
interest rates and the cost of capital; and
|
•
|
merger and divestiture activity among oil and natural gas producers, drilling contractors and oilfield service companies.
|
•
|
revenues, cash flows, and profitability;
|
•
|
the ability to maintain or increase borrowing capacity;
|
•
|
the ability to refinance our Senior Unsecured Notes;
|
•
|
the ability to obtain additional capital to finance our business and the cost of that capital;
|
•
|
the ability to collect outstanding amounts from our customers; and
|
•
|
the ability to attract and retain skilled personnel to maintain our business or that will be needed in the event of an upturn in the demand for our products.
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to servicing existing debt obligations;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
limiting our ability to borrow funds, dispose of assets, pay dividends and make certain investments;
|
•
|
reducing our flexibility to plan for, and react to, changes in the economy and in our industry; and
|
•
|
impairing our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or other general corporate purposes.
|
•
|
pay dividends on, purchase or redeem our common stock;
|
•
|
make certain investments;
|
•
|
incur or guarantee additional indebtedness or issue certain types of equity securities;
|
•
|
create certain liens;
|
•
|
sell assets, including equity interests in our restricted subsidiaries;
|
•
|
redeem or prepay subordinated debt;
|
•
|
restrict dividends or other payments of our restricted subsidiaries;
|
•
|
consolidate, merge or transfer all or substantially all of our assets;
|
•
|
engage in transactions with affiliates;
|
•
|
create unrestricted subsidiaries; or
|
•
|
execute our acquisition strategy.
|
•
|
difficulties or delays in obtaining land;
|
•
|
shortages of key equipment, materials or skilled labor;
|
•
|
unscheduled delays in the delivery of ordered materials and equipment;
|
•
|
unanticipated cost increases;
|
•
|
weather interferences; and
|
•
|
difficulties in obtaining necessary permits or in meeting permit conditions.
|
•
|
federal, state and local U.S. and non-U.S. laws and other regulations relating to oilfield operations, worker safety and protection of the environment;
|
•
|
changes in these laws and regulations; and
|
•
|
the level of enforcement of these laws and regulations.
|
•
|
any acquisitions we attempt will be completed on the terms announced, or at all;
|
•
|
any acquisitions would result in an increase in income or provide an adequate return of capital or other anticipated benefits;
|
•
|
any acquisitions would be successfully integrated into our operations and internal controls;
|
•
|
the due diligence conducted prior to an acquisition would uncover situations that could result in financial or legal exposure, including under the FCPA, or that we will appropriately quantify the exposure from known risks;
|
•
|
any disposition would not result in decreased earnings, revenue, or cash flow;
|
•
|
use of cash for acquisitions would not adversely affect our cash available for capital expenditures and other uses; or
|
•
|
any dispositions, investments, or acquisitions, including integration efforts, would not divert management resources.
|
•
|
a classified board of directors, so that only approximately one-third of our directors are elected each year;
|
•
|
authority of our board to fill vacancies and determine its size;
|
•
|
the ability of our board of directors to issue preferred stock without stockholder approval;
|
•
|
limitations on the removal of directors; and
|
•
|
limitations on the ability of our stockholders to call special meetings.
|
Country
|
|
Location
|
|
Number of facilities
|
|
Description
|
|
Leased or Owned
|
|
Segments
|
|
|
|
||||||||
Canada
|
|
Red Deer
|
|
2
|
|
Service/Distribution
|
|
Leased
|
|
C
|
|
|
Calgary
|
|
2
|
|
Service/Distribution
|
|
Leased
|
|
Shared
|
|
|
Edmonton
|
|
2
|
|
Service/Distribution
|
|
Leased
|
|
Shared
|
|
|
Grande Prairie
|
|
1
|
|
Service/Distribution
|
|
Leased
|
|
C
|
China
|
|
Shanghai
|
|
1
|
|
Distribution
|
|
Leased
|
|
P
|
|
|
Suzhou
|
|
1
|
|
Distribution
|
|
Leased
|
|
P
|
Germany
|
|
Hamburg
|
|
1
|
|
Manufacturing
|
|
Leased
|
|
D&D
|
Mexico
|
|
Monterrey
|
|
1
|
|
Manufacturing
|
|
Leased
|
|
D&D
|
Saudi Arabia
|
|
Dammam
|
|
1
|
|
Manufacturing/Distribution
|
|
Owned
|
|
Shared
|
Singapore
|
|
Singapore
|
|
1
|
|
Manufacturing/Service/Distribution
|
|
Leased
|
|
D&D
|
UAE
|
|
Dubai
|
|
1
|
|
Service/Distribution
|
|
Leased
|
|
D&D
|
|
|
Jebel Ali
|
|
1
|
|
Service/Distribution
|
|
Leased
|
|
D&D
|
United Kingdom
|
|
Aberdeen
|
|
1
|
|
Service
|
|
Leased
|
|
D&D
|
|
|
Kirkbymoorside
|
|
1
|
|
Manufacturing
|
|
Owned
|
|
D&D
|
|
|
Findon
|
|
1
|
|
Manufacturing/Distribution
|
|
Leased
|
|
D&D
|
United States
|
|
Broussard, LA
|
|
3
|
|
Manufacturing/Service/Distribution
|
|
Owned
|
|
Shared
|
|
|
Brownsville, PA
|
|
1
|
|
Service/Distribution
|
|
Leased
|
|
C
|
|
|
Bryan, TX
|
|
1
|
|
Manufacturing
|
|
Owned
|
|
D&D
|
|
|
Clearfield, PA
|
|
1
|
|
Manufacturing/Service/Distribution
|
|
Owned
|
|
P
|
|
|
Davis, OK
|
|
2
|
|
Manufacturing/Service
|
|
Owned
|
|
C
|
|
|
Dayton, TX
|
|
1
|
|
Manufacturing
|
|
Owned
|
|
C
|
|
|
Elmore City, OK
|
|
1
|
|
Manufacturing
|
|
Owned
|
|
P
|
|
|
Fort Worth, TX
|
|
1
|
|
Manufacturing/Service
|
|
Leased
|
|
C
|
|
|
Guthrie, OK
|
|
1
|
|
Manufacturing
|
|
Leased
|
|
P
|
|
|
Houston, TX
|
|
2
|
|
Corporate/Manufacturing
|
|
Leased
|
|
Shared
|
|
|
Humble, TX
|
|
1
|
|
Manufacturing
|
|
Leased
|
|
C
|
|
|
Liberty, TX
|
|
1
|
|
Service
|
|
Owned
|
|
D&D
|
|
|
Madison, KS
|
|
5
|
|
Manufacturing
|
|
Leased
|
|
P
|
|
|
Midland, TX
|
|
2
|
|
Service/Distribution
|
|
Leased
|
|
C
|
|
|
Missouri City, TX
|
|
1
|
|
Manufacturing
|
|
Leased
|
|
D&D
|
|
|
Odessa, TX
|
|
1
|
|
Service/Distribution
|
|
Leased
|
|
C
|
|
|
Odessa, TX
|
|
1
|
|
Service/Distribution
|
|
Owned
|
|
D&D
|
|
|
Pearland, TX
|
|
1
|
|
Manufacturing/Distribution
|
|
Owned
|
|
D&D
|
|
|
Plantersville, TX
|
|
1
|
|
Manufacturing/Distribution
|
|
Owned
|
|
D&D
|
|
|
Smock, PA
|
|
1
|
|
Service
|
|
Leased
|
|
C
|
|
|
Stafford, TX
|
|
2
|
|
Manufacturing/Distribution
|
|
Leased
|
|
Shared
|
|
|
Stafford, TX
|
|
1
|
|
Manufacturing
|
|
Owned
|
|
D&D
|
|
|
Tyler, TX
|
|
1
|
|
Distribution
|
|
Leased
|
|
D&D
|
|
|
Williston, ND
|
|
3
|
|
Service/Distribution
|
|
Leased
|
|
Shared
|
Name
|
Age
|
Position
|
C. Christopher Gaut
|
63
|
President, Chief Executive Officer and Chairman of the Board
|
Pablo G. Mercado
|
43
|
Senior Vice President and Chief Financial Officer
|
John C. Ivascu
|
42
|
Senior Vice President, General Counsel and Secretary
|
Michael D. Danford
|
57
|
Senior Vice President - Human Resources
|
D. Lyle Williams
|
50
|
Senior Vice President - Operations
|
Period
|
Total number of shares purchased (a)
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plan or programs (b)
|
|
Maximum value of shares that may yet be purchased under the plan or program (in thousands) (b)
|
||||||
October 1, 2019 - October 31, 2019
|
1,945
|
|
|
$
|
3.42
|
|
|
—
|
|
|
$
|
49,752
|
|
November 1, 2019 - November 30, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
49,752
|
|
December 1, 2019 - December 31, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
49,752
|
|
Total
|
1,945
|
|
|
$
|
3.42
|
|
|
—
|
|
|
|
|
Year ended December 31,
|
||||||||||||||||||
(in thousands, except per share information)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
956,533
|
|
|
$
|
1,064,219
|
|
|
$
|
818,620
|
|
|
$
|
587,635
|
|
|
$
|
1,073,652
|
|
Total operating expenses
|
1,492,361
|
|
|
1,461,357
|
|
|
961,215
|
|
|
718,411
|
|
|
1,202,199
|
|
|||||
Earnings (loss) from equity investment
|
(318
|
)
|
|
140
|
|
|
1,000
|
|
|
1,824
|
|
|
14,824
|
|
|||||
Operating loss
|
(536,146
|
)
|
|
(396,998
|
)
|
|
(141,595
|
)
|
|
(128,952
|
)
|
|
(113,723
|
)
|
|||||
Total other expense (income)
|
32,725
|
|
|
(7,244
|
)
|
|
(86,316
|
)
|
|
9,047
|
|
|
20,600
|
|
|||||
Loss before income taxes
|
(568,871
|
)
|
|
(389,754
|
)
|
|
(55,279
|
)
|
|
(137,999
|
)
|
|
(134,323
|
)
|
|||||
Income tax expense (benefit)
|
(1,814
|
)
|
|
(15,674
|
)
|
|
4,121
|
|
|
(56,051
|
)
|
|
(14,939
|
)
|
|||||
Net loss
|
(567,057
|
)
|
|
(374,080
|
)
|
|
(59,400
|
)
|
|
(81,948
|
)
|
|
(119,384
|
)
|
|||||
Less: Income (loss) attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
(31
|
)
|
|||||
Net loss attributable to common stockholders
|
(567,057
|
)
|
|
(374,080
|
)
|
|
(59,400
|
)
|
|
(81,978
|
)
|
|
(119,353
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
110,100
|
|
|
108,771
|
|
|
98,689
|
|
|
91,226
|
|
|
89,908
|
|
|||||
Diluted
|
110,100
|
|
|
108,771
|
|
|
98,689
|
|
|
91,226
|
|
|
89,908
|
|
|||||
Loss per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(5.15
|
)
|
|
$
|
(3.44
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(1.33
|
)
|
Diluted
|
$
|
(5.15
|
)
|
|
$
|
(3.44
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.90
|
)
|
|
$
|
(1.33
|
)
|
|
As of December 31,
|
||||||||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
57,911
|
|
|
$
|
47,241
|
|
|
$
|
115,216
|
|
|
$
|
234,422
|
|
|
$
|
109,249
|
|
Net property, plant and equipment
|
154,836
|
|
|
177,358
|
|
|
197,281
|
|
|
152,212
|
|
|
186,667
|
|
|||||
Total assets
|
1,159,997
|
|
|
1,829,652
|
|
|
2,195,228
|
|
|
1,835,192
|
|
|
1,886,042
|
|
|||||
Long-term debt
|
398,862
|
|
|
517,544
|
|
|
506,750
|
|
|
396,747
|
|
|
396,016
|
|
|||||
Total stockholders’ equity
|
486,039
|
|
|
1,030,126
|
|
|
1,409,016
|
|
|
1,235,202
|
|
|
1,257,020
|
|
|
Year ended December 31,
|
||||||||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Other financial data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
104,144
|
|
|
$
|
2,407
|
|
|
$
|
(40,033
|
)
|
|
$
|
64,742
|
|
|
$
|
155,913
|
|
Capital expenditures for property and equipment
|
(15,102
|
)
|
|
(24,043
|
)
|
|
(26,709
|
)
|
|
(16,828
|
)
|
|
(32,291
|
)
|
|||||
Proceeds from the sale of equity investment, business, property and equipment
|
43,237
|
|
|
9,258
|
|
|
1,971
|
|
|
9,763
|
|
|
1,821
|
|
|||||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(60,622
|
)
|
|
(162,189
|
)
|
|
(4,072
|
)
|
|
(60,836
|
)
|
|||||
Net cash provided by (used in) investing activities
|
28,135
|
|
|
(75,407
|
)
|
|
(187,968
|
)
|
|
(11,137
|
)
|
|
(91,306
|
)
|
|||||
Net cash provided by (used in) financing activities
|
(122,191
|
)
|
|
6,522
|
|
|
100,563
|
|
|
86,195
|
|
|
(26,937
|
)
|
•
|
Drilling & Downhole. This segment designs and manufactures products and provides related services to the drilling, well construction, artificial lift and subsea energy construction and services markets as well as other sectors such as alternative energy, defense and communications. The products and related services consist primarily of: (i) capital equipment and a broad line of expendable drilling products consumed in the drilling process; (ii) well construction casing and cementing equipment, protection products for artificial lift equipment and cables, and composite plugs used for zonal isolation in hydraulic fracturing; and (iii) subsea remotely operated vehicles and trenchers, specialty components and tooling, products used in subsea pipeline infrastructure, and complementary subsea technical services.
|
•
|
Completions. This segment designs, manufactures and supplies products and provides related services to the coiled tubing, stimulation and intervention markets. The products and related services consist primarily of: (i) capital and consumable products sold to the pressure pumping, hydraulic fracturing and flowback services markets, including hydraulic fracturing pumps, pump consumables, cooling systems and flow iron as well as wireline cable, and pressure control equipment used in the well completion and intervention service markets; and (ii) coiled tubing strings and coiled line pipe and related services.
|
•
|
Production. This segment designs, manufactures and supplies products and provides related equipment and services for production and infrastructure markets. The products and related services consist primarily of: (i) engineered process systems, production equipment, as well as specialty separation equipment; and (ii) a wide
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Average global oil, $/bbl
|
|
|
|
|
|
|
||||||
West Texas Intermediate
|
|
$
|
56.98
|
|
|
$
|
65.07
|
|
|
$
|
50.80
|
|
United Kingdom Brent
|
|
$
|
64.30
|
|
|
$
|
71.11
|
|
|
$
|
54.12
|
|
|
|
|
|
|
|
|
||||||
Average North American Natural Gas, $/Mcf
|
|
|
|
|
|
|
||||||
Henry Hub
|
|
$
|
2.56
|
|
|
$
|
3.16
|
|
|
$
|
2.99
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||
Active Rigs by Location
|
|
|
|
|
|
|
|||
United States
|
|
943
|
|
|
1,032
|
|
|
877
|
|
Canada
|
|
134
|
|
|
191
|
|
|
206
|
|
International
|
|
1,098
|
|
|
989
|
|
|
948
|
|
Global Active Rigs
|
|
2,175
|
|
|
2,212
|
|
|
2,031
|
|
|
|
|
|
|
|
|
|||
Land vs. Offshore Rigs
|
|
|
|
|
|
|
|||
Land
|
|
1,903
|
|
|
1,987
|
|
|
1,812
|
|
Offshore
|
|
272
|
|
|
225
|
|
|
219
|
|
Global Active Rigs
|
|
2,175
|
|
|
2,212
|
|
|
2,031
|
|
|
|
|
|
|
|
|
|||
U.S. Commodity Target, Land
|
|
|
|
|
|
|
|||
Oil/Gas
|
|
773
|
|
|
841
|
|
|
704
|
|
Gas
|
|
169
|
|
|
190
|
|
|
172
|
|
Unclassified
|
|
1
|
|
|
1
|
|
|
1
|
|
Total U.S. Land Rigs
|
|
943
|
|
|
1,032
|
|
|
877
|
|
|
|
|
|
|
|
|
|||
U.S. Well Path, Land
|
|
|
|
|
|
|
|||
Horizontal
|
|
826
|
|
|
900
|
|
|
737
|
|
Vertical
|
|
54
|
|
|
63
|
|
|
70
|
|
Directional
|
|
63
|
|
|
69
|
|
|
70
|
|
Total U.S. Active Land Rigs
|
|
943
|
|
|
1,032
|
|
|
877
|
|
(in millions of dollars)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Orders:
|
|
|
|
|
|
|
||||||
Drilling & Downhole
|
|
$
|
314.2
|
|
|
$
|
371.7
|
|
|
$
|
299.3
|
|
Completions
|
|
273.8
|
|
|
373.8
|
|
|
212.3
|
|
|||
Production
|
|
275.4
|
|
|
370.8
|
|
|
358.3
|
|
|||
Total Orders
|
|
$
|
863.4
|
|
|
$
|
1,116.3
|
|
|
$
|
869.9
|
|
•
|
Since our initial public offering in 2012, we have grown our business both organically and through strategic acquisitions. We expanded and diversified our product portfolio and business lines with the acquisition of two businesses in 2018. The historical financial data for periods prior to the acquisitions does not include the results of any of the acquired companies for the periods presented. In addition, we completed two strategic dispositions in 2019. The historical financial data for periods prior to these dispositions include the results attributable to the disposed assets for the periods presented. As such, historical financial results may not provide an accurate indication of our future results.
|
•
|
As we integrate acquired companies and further implement internal controls, processes and infrastructure to operate in compliance with the regulatory requirements applicable to companies with publicly traded shares, it is likely that we will incur incremental selling, general and administrative expenses relative to historical periods.
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by (used in) operating activities
|
$
|
104,144
|
|
|
$
|
2,407
|
|
|
$
|
(40,033
|
)
|
Net cash provided by (used in) investing activities
|
28,135
|
|
|
(75,407
|
)
|
|
(187,968
|
)
|
|||
Net cash provided by (used in) financing activities
|
(122,191
|
)
|
|
6,522
|
|
|
100,563
|
|
|||
Effect of exchange rate changes on cash
|
582
|
|
|
(1,497
|
)
|
|
8,232
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
$
|
10,670
|
|
|
$
|
(67,975
|
)
|
|
$
|
(119,206
|
)
|
•
|
governmental regulation and taxation of the oil and natural gas industry, including the application of tariffs by governmental authorities;
|
•
|
our ability to successfully manage our growth, including risks and uncertainties associated with integrating and retaining key employees of the businesses we acquire;
|
|
Page
|
|
Year ended December 31,
|
||||||||||
(in thousands, except per share information)
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues
|
$
|
956,533
|
|
|
$
|
1,064,219
|
|
|
$
|
818,620
|
|
Cost of sales
|
711,681
|
|
|
807,847
|
|
|
629,832
|
|
|||
Gross profit
|
244,852
|
|
|
256,372
|
|
|
188,788
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
251,736
|
|
|
286,980
|
|
|
253,713
|
|
|||
Impairments of goodwill, intangible assets, property and equipment
|
532,336
|
|
|
363,522
|
|
|
69,062
|
|
|||
Transaction expenses
|
1,159
|
|
|
3,446
|
|
|
6,511
|
|
|||
Contingent consideration benefit
|
(4,629
|
)
|
|
—
|
|
|
—
|
|
|||
Loss (gain) on disposal of assets and other
|
78
|
|
|
(438
|
)
|
|
2,097
|
|
|||
Total operating expenses
|
780,680
|
|
|
653,510
|
|
|
331,383
|
|
|||
Earnings (loss) from equity investments
|
(318
|
)
|
|
140
|
|
|
1,000
|
|
|||
Operating loss
|
(536,146
|
)
|
|
(396,998
|
)
|
|
(141,595
|
)
|
|||
Other expense (income)
|
|
|
|
|
|
||||||
Interest expense
|
31,618
|
|
|
32,532
|
|
|
26,808
|
|
|||
Foreign exchange losses (gains) and other, net
|
5,022
|
|
|
(6,270
|
)
|
|
7,268
|
|
|||
Gain on contribution of subsea rentals business
|
—
|
|
|
(33,506
|
)
|
|
—
|
|
|||
Gain realized on previously held equity investment
|
(1,567
|
)
|
|
—
|
|
|
(120,392
|
)
|
|||
Gain on disposition of business
|
(2,348
|
)
|
|
—
|
|
|
—
|
|
|||
Total other expense (income), net
|
32,725
|
|
|
(7,244
|
)
|
|
(86,316
|
)
|
|||
Loss before income taxes
|
(568,871
|
)
|
|
(389,754
|
)
|
|
(55,279
|
)
|
|||
Income tax expense (benefit)
|
(1,814
|
)
|
|
(15,674
|
)
|
|
4,121
|
|
|||
Net loss
|
(567,057
|
)
|
|
(374,080
|
)
|
|
(59,400
|
)
|
|||
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
|
|
|
|
|
||||||
Basic
|
110,100
|
|
|
108,771
|
|
|
98,689
|
|
|||
Diluted
|
110,100
|
|
|
108,771
|
|
|
98,689
|
|
|||
Loss per share
|
|
|
|
|
|
||||||
Basic
|
$
|
(5.15
|
)
|
|
$
|
(3.44
|
)
|
|
$
|
(0.60
|
)
|
Diluted
|
$
|
(5.15
|
)
|
|
$
|
(3.44
|
)
|
|
$
|
(0.60
|
)
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Net loss
|
(567,057
|
)
|
|
(374,080
|
)
|
|
(59,400
|
)
|
|||
Change in foreign currency translation, net of tax of $0
|
7,958
|
|
|
(24,752
|
)
|
|
36,163
|
|
|||
Gain (loss) on pension liability
|
(1,666
|
)
|
|
1,489
|
|
|
107
|
|
|||
Comprehensive loss
|
(560,765
|
)
|
|
(397,343
|
)
|
|
(23,130
|
)
|
|||
Less: comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|||
Comprehensive loss attributable to common stockholders
|
$
|
(560,765
|
)
|
|
$
|
(397,343
|
)
|
|
$
|
(23,130
|
)
|
(in thousands, except share information)
|
December 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
57,911
|
|
|
$
|
47,241
|
|
Accounts receivable—trade, net of allowances of $9,048 and $7,432
|
154,182
|
|
|
206,055
|
|
||
Inventories, net
|
414,640
|
|
|
479,023
|
|
||
Prepaid expenses and other current assets
|
33,820
|
|
|
23,677
|
|
||
Costs and estimated profits in excess of billings
|
4,104
|
|
|
9,159
|
|
||
Accrued revenue
|
1,260
|
|
|
862
|
|
||
Total current assets
|
665,917
|
|
|
766,017
|
|
||
Property and equipment, net of accumulated depreciation
|
154,836
|
|
|
177,358
|
|
||
Operating lease assets
|
48,682
|
|
|
—
|
|
||
Deferred financing costs, net
|
1,243
|
|
|
2,071
|
|
||
Intangibles, net
|
272,300
|
|
|
359,048
|
|
||
Goodwill
|
—
|
|
|
469,647
|
|
||
Investment in unconsolidated subsidiary
|
—
|
|
|
44,982
|
|
||
Deferred income taxes, net
|
654
|
|
|
1,234
|
|
||
Other long-term assets
|
16,365
|
|
|
9,295
|
|
||
Total assets
|
$
|
1,159,997
|
|
|
$
|
1,829,652
|
|
Liabilities and equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Current portion of long-term debt
|
$
|
717
|
|
|
$
|
1,167
|
|
Accounts payable—trade
|
98,720
|
|
|
143,186
|
|
||
Accrued liabilities
|
86,625
|
|
|
81,032
|
|
||
Deferred revenue
|
4,877
|
|
|
8,335
|
|
||
Billings in excess of costs and profits recognized
|
5,911
|
|
|
3,210
|
|
||
Total current liabilities
|
196,850
|
|
|
236,930
|
|
||
Long-term debt, net of current portion
|
398,862
|
|
|
517,544
|
|
||
Deferred income taxes, net
|
2,465
|
|
|
15,299
|
|
||
Operating lease liabilities
|
49,938
|
|
|
—
|
|
||
Other long-term liabilities
|
25,843
|
|
|
29,753
|
|
||
Total liabilities
|
673,958
|
|
|
799,526
|
|
||
Commitments and contingencies
|
|
|
|
|
|||
Equity
|
|
|
|
||||
Common stock, $0.01 par value, 296,000,000 shares authorized, 118,840,611 and 117,411,158 shares issued
|
1,189
|
|
|
1,174
|
|
||
Additional paid-in capital
|
1,231,650
|
|
|
1,214,928
|
|
||
Treasury stock at cost, 8,211,919 and 8,200,477 shares
|
(134,493
|
)
|
|
(134,434
|
)
|
||
Retained earnings (accumulated deficit)
|
(503,369
|
)
|
|
63,688
|
|
||
Accumulated other comprehensive loss
|
(108,938
|
)
|
|
(115,230
|
)
|
||
Total equity
|
486,039
|
|
|
1,030,126
|
|
||
Total liabilities and equity
|
$
|
1,159,997
|
|
|
$
|
1,829,652
|
|
|
Year ended December 31,
|
||||||||||
(in thousands, except share information)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(567,057
|
)
|
|
$
|
(374,080
|
)
|
|
$
|
(59,400
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) investing activities:
|
|
|
|
|
|
||||||
Impairments of goodwill, intangible assets, property and equipment
|
532,336
|
|
|
363,522
|
|
|
69,062
|
|
|||
Depreciation expense
|
30,629
|
|
|
33,148
|
|
|
34,401
|
|
|||
Amortization of intangible assets
|
32,612
|
|
|
41,360
|
|
|
30,728
|
|
|||
Stock-based compensation expense
|
15,846
|
|
|
19,927
|
|
|
20,310
|
|
|||
Inventory write downs
|
10,324
|
|
|
36,606
|
|
|
14,620
|
|
|||
Provision for doubtful accounts
|
3,152
|
|
|
3,342
|
|
|
2,903
|
|
|||
Deferred income taxes
|
(12,985
|
)
|
|
(13,552
|
)
|
|
149
|
|
|||
Contingent consideration benefit
|
(4,629
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on disposition of business
|
(2,348
|
)
|
|
—
|
|
|
—
|
|
|||
Gain realized on previously held equity investment
|
(1,567
|
)
|
|
—
|
|
|
(120,392
|
)
|
|||
(Earnings) loss from equity investments, net of distributions
|
318
|
|
|
(140
|
)
|
|
2,073
|
|
|||
Gain on contribution of subsea rentals business
|
—
|
|
|
(33,506
|
)
|
|
—
|
|
|||
Other
|
4,040
|
|
|
1,086
|
|
|
3,886
|
|
|||
Changes in operating assets and liabilities
|
|
|
|
|
|
||||||
Accounts receivable—trade
|
49,732
|
|
|
(4,833
|
)
|
|
(64,844
|
)
|
|||
Inventories
|
54,265
|
|
|
(60,903
|
)
|
|
(66,646
|
)
|
|||
Prepaid expenses and other current assets
|
621
|
|
|
(7,980
|
)
|
|
12,462
|
|
|||
Income tax receivable
|
—
|
|
|
—
|
|
|
30,929
|
|
|||
Cost and estimated profits in excess of billings
|
4,632
|
|
|
1,273
|
|
|
(171
|
)
|
|||
Accounts payable, deferred revenue and other accrued liabilities
|
(48,056
|
)
|
|
(4,192
|
)
|
|
52,142
|
|
|||
Billings in excess of costs and estimated profits earned
|
2,279
|
|
|
1,329
|
|
|
(2,245
|
)
|
|||
Net cash provided by (used in) operating activities
|
$
|
104,144
|
|
|
$
|
2,407
|
|
|
$
|
(40,033
|
)
|
Cash flows from investing activities
|
|
|
|
|
|
||||||
Capital expenditures for property and equipment
|
(15,102
|
)
|
|
(24,043
|
)
|
|
(26,709
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(60,622
|
)
|
|
(162,189
|
)
|
|||
Proceeds from the sale of equity investment, business, property and equipment
|
43,237
|
|
|
9,258
|
|
|
1,971
|
|
|||
Investment in unconsolidated subsidiary
|
—
|
|
|
—
|
|
|
(1,041
|
)
|
|||
Net cash provided by (used in) investing activities
|
$
|
28,135
|
|
|
$
|
(75,407
|
)
|
|
$
|
(187,968
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
||||||
Borrowings of debt
|
137,000
|
|
|
221,980
|
|
|
107,431
|
|
|||
Repayments of debt
|
(256,900
|
)
|
|
(211,783
|
)
|
|
—
|
|
|||
Repurchases of stock
|
(1,094
|
)
|
|
(2,777
|
)
|
|
(4,742
|
)
|
|||
Proceeds from stock issuance
|
—
|
|
|
249
|
|
|
1,491
|
|
|||
Payment of capital lease obligations
|
(1,197
|
)
|
|
(1,147
|
)
|
|
(1,187
|
)
|
|||
Deferred financing costs
|
—
|
|
|
—
|
|
|
(2,430
|
)
|
|||
Net cash provided by (used in) financing activities
|
$
|
(122,191
|
)
|
|
$
|
6,522
|
|
|
$
|
100,563
|
|
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
582
|
|
|
(1,497
|
)
|
|
8,232
|
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
10,670
|
|
|
(67,975
|
)
|
|
(119,206
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
47,241
|
|
|
115,216
|
|
|
234,422
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
$
|
57,911
|
|
|
$
|
47,241
|
|
|
$
|
115,216
|
|
Supplemental cash flow disclosures
|
|
|
|
|
|
||||||
Cash paid for interest
|
31,940
|
|
|
30,269
|
|
|
25,986
|
|
|||
Cash paid (refunded) for income taxes
|
3,917
|
|
|
5,560
|
|
|
(29,094
|
)
|
|||
Noncash investing and financing activities
|
|
|
|
|
|
||||||
Acquisition via issuance of stock
|
—
|
|
|
—
|
|
|
177,972
|
|
|||
Assets contributed for equity method investment
|
—
|
|
|
18,070
|
|
|
—
|
|
|||
Note receivable related to equity method investment transaction
|
4,725
|
|
|
4,067
|
|
|
—
|
|
|||
Accrued purchases of property and equipment
|
91
|
|
|
1,708
|
|
|
1,398
|
|
|||
Accrued consideration for acquisition
|
—
|
|
|
4,650
|
|
|
—
|
|
(in thousands)
|
|
Common stock
|
|
Additional
paid-in capital |
|
Treasury stock
|
|
Retained
earnings (accumulated deficit) |
|
Accumulated
other comprehensive income / (loss) |
|
Total
common stockholders’ equity |
|
Non
controlling Interest |
|
Total
equity |
||||||||||||||||
Balance at December 31, 2016
|
|
$
|
1,037
|
|
|
$
|
998,169
|
|
|
$
|
(133,941
|
)
|
|
$
|
498,174
|
|
|
$
|
(128,237
|
)
|
|
$
|
1,235,202
|
|
|
$
|
559
|
|
|
$
|
1,235,761
|
|
Restricted stock issuance, net of forfeitures
|
|
3
|
|
|
(3,152
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,149
|
)
|
|
—
|
|
|
(3,149
|
)
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
20,310
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,310
|
|
|
—
|
|
|
20,310
|
|
||||||||
Exercised stock options
|
|
2
|
|
|
1,489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,491
|
|
|
—
|
|
|
1,491
|
|
||||||||
Issuance of performance shares
|
|
3
|
|
|
(1,244
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,241
|
)
|
|
—
|
|
|
(1,241
|
)
|
||||||||
Shares issued in employee stock purchase plan
|
|
1
|
|
|
1,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,913
|
|
|
—
|
|
|
1,913
|
|
||||||||
Shares issued for acquisition
|
|
117
|
|
|
177,855
|
|
|
|
|
|
|
|
|
|
|
|
177,972
|
|
|
—
|
|
|
177,972
|
|
||||||||
Sale of non-controlling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(559
|
)
|
|
(559
|
)
|
||||||||
Treasury stock
|
|
—
|
|
|
—
|
|
|
(352
|
)
|
|
—
|
|
|
—
|
|
|
(352
|
)
|
|
—
|
|
|
(352
|
)
|
||||||||
Change in pension liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107
|
|
|
107
|
|
|
—
|
|
|
107
|
|
||||||||
Currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,163
|
|
|
36,163
|
|
|
—
|
|
|
36,163
|
|
||||||||
Net Loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,400
|
)
|
|
—
|
|
|
(59,400
|
)
|
|
—
|
|
|
(59,400
|
)
|
||||||||
Balance at December 31, 2017
|
|
$
|
1,163
|
|
|
$
|
1,195,339
|
|
|
$
|
(134,293
|
)
|
|
$
|
438,774
|
|
|
$
|
(91,967
|
)
|
|
$
|
1,409,016
|
|
|
$
|
—
|
|
|
$
|
1,409,016
|
|
Restricted stock issuance, net of forfeitures
|
|
7
|
|
|
(2,370
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,363
|
)
|
|
—
|
|
|
(2,363
|
)
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
19,927
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,927
|
|
|
—
|
|
|
19,927
|
|
||||||||
Exercised stock options
|
|
—
|
|
|
249
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249
|
|
|
—
|
|
|
249
|
|
||||||||
Issuance of performance shares
|
|
2
|
|
|
(275
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(273
|
)
|
|
—
|
|
|
(273
|
)
|
||||||||
Shares issued in employee stock purchase plan
|
|
2
|
|
|
1,933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,935
|
|
|
—
|
|
|
1,935
|
|
||||||||
Contingent shares issued for acquisition of Cooper
|
|
—
|
|
|
125
|
|
|
|
|
|
|
|
|
125
|
|
|
|
|
125
|
|
||||||||||||
Treasury stock
|
|
—
|
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
|
—
|
|
|
(141
|
)
|
|
—
|
|
|
(141
|
)
|
||||||||
Adjustment for adoption of ASU 2016-16 (Intra-entity asset transfers)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,006
|
)
|
|
—
|
|
|
(1,006
|
)
|
|
—
|
|
|
(1,006
|
)
|
||||||||
Change in pension liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,489
|
|
|
1,489
|
|
|
—
|
|
|
1,489
|
|
||||||||
Currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,752
|
)
|
|
(24,752
|
)
|
|
—
|
|
|
(24,752
|
)
|
||||||||
Net Loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(374,080
|
)
|
|
—
|
|
|
(374,080
|
)
|
|
—
|
|
|
(374,080
|
)
|
||||||||
Balance at December 31, 2018
|
|
$
|
1,174
|
|
|
$
|
1,214,928
|
|
|
$
|
(134,434
|
)
|
|
$
|
63,688
|
|
|
$
|
(115,230
|
)
|
|
$
|
1,030,126
|
|
|
$
|
—
|
|
|
$
|
1,030,126
|
|
Restricted stock issuance, net of forfeitures
|
|
9
|
|
|
(1,044
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,035
|
)
|
|
—
|
|
|
(1,035
|
)
|
||||||||
Stock-based compensation expense
|
|
—
|
|
|
15,846
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,846
|
|
|
—
|
|
|
15,846
|
|
||||||||
Shares issued in employee stock purchase plan
|
|
5
|
|
|
1,546
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,551
|
|
|
—
|
|
|
1,551
|
|
||||||||
Contingent shares issued for acquisition of Cooper
|
|
1
|
|
|
374
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
375
|
|
|
—
|
|
|
375
|
|
||||||||
Treasury stock
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
(59
|
)
|
||||||||
Change in pension liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,666
|
)
|
|
(1,666
|
)
|
|
—
|
|
|
(1,666
|
)
|
||||||||
Currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,958
|
|
|
7,958
|
|
|
—
|
|
|
7,958
|
|
||||||||
Net Loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(567,057
|
)
|
|
—
|
|
|
(567,057
|
)
|
|
—
|
|
|
(567,057
|
)
|
||||||||
Balance at December 31, 2019
|
|
$
|
1,189
|
|
|
$
|
1,231,650
|
|
|
$
|
(134,493
|
)
|
|
$
|
(503,369
|
)
|
|
$
|
(108,938
|
)
|
|
$
|
486,039
|
|
|
$
|
—
|
|
|
$
|
486,039
|
|
Period ended
|
|
Balance at beginning of period
|
|
Charged to expense
|
|
Deductions or other
|
|
Balance at end of period
|
||||||||
December 31, 2017
|
|
$
|
3,331
|
|
|
$
|
2,903
|
|
|
$
|
(439
|
)
|
|
$
|
5,795
|
|
December 31, 2018
|
|
5,795
|
|
|
3,342
|
|
|
(1,705
|
)
|
|
7,432
|
|
||||
December 31, 2019
|
|
7,432
|
|
|
3,152
|
|
|
(1,536
|
)
|
|
9,048
|
|
•
|
Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;
|
•
|
Level 2 - inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
|
•
|
Level 3 - inputs are unobservable for the asset or liability, which reflect the best judgment of management.
|
•
|
use of the transition package of practical expedients which, among other things, allows us to carry forward the historical lease classification for existing leases;
|
•
|
making an accounting policy election for leases with an initial term of 12 months or less to be excluded from the balance sheet; and
|
•
|
electing to not separate non-lease components from lease components for all classes of underlying lease assets.
|
•
|
reviewing historical data that will be used in the calculation of expected credit loss;
|
•
|
documenting relevant assumptions to calculate expected losses; and
|
•
|
updating policies, procedures and internal controls.
|
|
December 31, 2019
|
|
December 31, 2018
|
|
Decrease
|
|||||||||
|
|
|
$
|
|
%
|
|||||||||
Accrued revenue
|
$
|
1,260
|
|
|
$
|
862
|
|
|
|
|
|
|||
Costs and estimated profits in excess of billings
|
4,104
|
|
|
9,159
|
|
|
|
|
|
|||||
Contract assets
|
$
|
5,364
|
|
|
$
|
10,021
|
|
|
$
|
(4,657
|
)
|
|
(46
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Deferred revenue
|
$
|
4,877
|
|
|
$
|
8,335
|
|
|
|
|
|
|||
Billings in excess of costs and profits recognized
|
5,911
|
|
|
3,210
|
|
|
|
|
|
|||||
Contract liabilities
|
$
|
10,788
|
|
|
$
|
11,545
|
|
|
$
|
(757
|
)
|
|
(7
|
)%
|
Current assets, net of cash acquired
|
|
$
|
18,468
|
|
Property and equipment
|
|
2,408
|
|
|
Non-current assets
|
|
238
|
|
|
Intangible assets (primarily customer relationships)
|
|
30,400
|
|
|
Tax-deductible goodwill
|
|
20,746
|
|
|
Current liabilities
|
|
(12,633
|
)
|
|
Long-term liabilities
|
|
$
|
(2,355
|
)
|
Net assets acquired, net of cash acquired
|
|
$
|
57,272
|
|
|
|
Pro Forma Year Ended
December 31, 2017
|
||
Net sales
|
|
$
|
901,856
|
|
Net loss attributable to common stockholders
|
|
(125,204
|
)
|
•
|
An increase in depreciation and amortization expense resulting from the fair value adjustments of property, plant and equipment and intangible assets recognized as part of the Global Tubing Acquisition;
|
•
|
Removal of earnings from equity investment;
|
•
|
Removal of the historical interest expense from Global Tubing’s historical debt and inclusion of interest expense from the amount borrowed on our Credit Facility to finance the acquisition;
|
•
|
As a result of acquiring the remaining equity interest of Global Tubing, the Company’s previously held equity interest was remeasured to fair value, resulting in a gain of approximately $120.4 million. This gain has been recognized in the consolidated statement of comprehensive loss for the year ended December 31, 2017 and is excluded from the pro forma results above; and
|
•
|
Estimated tax benefits of approximately $45 million to tax-effect the aforementioned pro forma adjustments using an estimated U.S. federal income tax rate of 35%.
|
|
|
Purchase Consideration
|
||
Forum Energy Technologies' closing stock price on October 2, 2017
|
|
$
|
15.10
|
|
Multiplied by number of shares issued for acquisition
|
|
11,488,208
|
|
|
Common shares
|
|
$
|
173,472
|
|
Cash
|
|
31,764
|
|
|
Repayment of Global Tubing debt at acquisition
|
|
85,084
|
|
|
Total Consideration paid for the acquisition
|
|
$
|
290,320
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Raw materials and parts
|
$
|
172,083
|
|
|
$
|
212,526
|
|
Work in process
|
29,972
|
|
|
39,494
|
|
||
Finished goods
|
278,660
|
|
|
302,590
|
|
||
Gross inventories
|
480,715
|
|
|
554,610
|
|
||
Inventory reserve
|
(66,075
|
)
|
|
(75,587
|
)
|
||
Inventories
|
$
|
414,640
|
|
|
$
|
479,023
|
|
Period ended
|
Balance at beginning of period
|
|
Charged to expense
|
|
Deductions or other
|
|
Balance at end of period
|
||||||||
December 31, 2017
|
$
|
68,352
|
|
|
$
|
14,620
|
|
|
$
|
(8,654
|
)
|
|
$
|
74,318
|
|
December 31, 2018
|
74,318
|
|
|
36,606
|
|
|
(35,337
|
)
|
|
$
|
75,587
|
|
|||
December 31, 2019
|
75,587
|
|
|
10,324
|
|
|
(19,836
|
)
|
|
$
|
66,075
|
|
|
|
Estimated useful lives
|
|
December 31,
|
||||||
|
|
|
2019
|
|
2018
|
|||||
Land
|
|
|
|
$
|
9,870
|
|
|
$
|
9,755
|
|
Buildings and leasehold improvements
|
|
5-30
|
|
103,383
|
|
|
103,761
|
|
||
Computer equipment
|
|
3-5
|
|
55,941
|
|
|
54,721
|
|
||
Machinery & equipment
|
|
5-10
|
|
166,123
|
|
|
162,110
|
|
||
Furniture & fixtures
|
|
3-10
|
|
6,731
|
|
|
6,631
|
|
||
Vehicles
|
|
3-5
|
|
5,382
|
|
|
6,160
|
|
||
Right of use assets - finance leases
|
|
2-6
|
|
2,528
|
|
|
—
|
|
||
Construction in progress
|
|
|
|
3,663
|
|
|
9,155
|
|
||
|
|
|
|
353,621
|
|
|
352,293
|
|
||
Less: accumulated depreciation
|
|
|
|
(199,210
|
)
|
|
(180,717
|
)
|
||
Property and equipment, net
|
|
|
|
154,411
|
|
|
171,576
|
|
||
|
|
|
|
|
|
|
||||
Rental equipment
|
|
3-10
|
|
3,779
|
|
|
9,535
|
|
||
Less: accumulated depreciation
|
|
|
|
(3,354
|
)
|
|
(3,753
|
)
|
||
Rental equipment, net
|
|
|
|
425
|
|
|
5,782
|
|
||
|
|
|
|
|
|
|
||||
Total property and equipment, net
|
|
|
|
$
|
154,836
|
|
|
$
|
177,358
|
|
|
Drilling & Downhole
|
Completions
|
Production
|
Total
|
||||||||
Goodwill balance at December 31, 2017
|
$
|
494,983
|
|
$
|
240,816
|
|
$
|
19,446
|
|
$
|
755,245
|
|
Acquisitions, net of dispositions
|
1,753
|
|
20,559
|
|
—
|
|
22,312
|
|
||||
Impairment
|
(298,789
|
)
|
—
|
|
—
|
|
(298,789
|
)
|
||||
Impact of non-U.S. local currency translation
|
(6,796
|
)
|
(2,095
|
)
|
(230
|
)
|
(9,121
|
)
|
||||
Goodwill balance at December 31, 2018
|
191,151
|
|
259,280
|
|
19,216
|
|
469,647
|
|
||||
Acquisitions, net of dispositions
|
427
|
|
187
|
|
—
|
|
614
|
|
||||
Impairment
|
(191,485
|
)
|
(260,238
|
)
|
(19,287
|
)
|
(471,010
|
)
|
||||
Impact of non-U.S. local currency translation
|
(93
|
)
|
771
|
|
71
|
|
$
|
749
|
|
|||
Goodwill balance at December 31, 2019
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
December 31, 2019
|
||||||||||||
|
Gross carrying
amount |
|
Accumulated
amortization |
|
Net intangibles
|
|
Amortization
period (in years) |
||||||
Customer relationships
|
$
|
281,052
|
|
|
$
|
(110,410
|
)
|
|
$
|
170,642
|
|
|
10 - 15
|
Patents and technology
|
92,498
|
|
|
(20,819
|
)
|
|
71,679
|
|
|
5 - 19
|
|||
Non-compete agreements
|
190
|
|
|
(100
|
)
|
|
90
|
|
|
2 - 6
|
|||
Trade names
|
43,284
|
|
|
(21,015
|
)
|
|
22,269
|
|
|
7 - 19
|
|||
Distributor relationships
|
22,160
|
|
|
(18,866
|
)
|
|
3,294
|
|
|
15 - 22
|
|||
Trademark
|
5,089
|
|
|
(763
|
)
|
|
4,326
|
|
|
15
|
|||
Intangible Assets Total
|
$
|
444,273
|
|
|
$
|
(171,973
|
)
|
|
$
|
272,300
|
|
|
|
|
December 31, 2018
|
||||||||||||
|
Gross carrying
amount |
|
Accumulated
amortization |
|
Net intangibles
|
|
Amortization
period (in years) |
||||||
Customer relationships
|
$
|
337,546
|
|
|
$
|
(110,228
|
)
|
|
$
|
227,318
|
|
|
4 - 15
|
Patents and technology
|
104,394
|
|
|
(17,148
|
)
|
|
87,246
|
|
|
5 - 17
|
|||
Non-compete agreements
|
6,245
|
|
|
(5,600
|
)
|
|
645
|
|
|
3 - 6
|
|||
Trade names
|
47,493
|
|
|
(18,107
|
)
|
|
29,386
|
|
|
10 - 15
|
|||
Distributor relationships
|
22,160
|
|
|
(17,602
|
)
|
|
4,558
|
|
|
8 - 15
|
|||
Trademark
|
10,319
|
|
|
(424
|
)
|
|
9,895
|
|
|
15 - Indefinite
|
|||
Intangible Assets Total
|
$
|
528,157
|
|
|
$
|
(169,109
|
)
|
|
$
|
359,048
|
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
6.25% Senior notes due October 2021
|
$
|
400,000
|
|
|
$
|
400,000
|
|
Unamortized debt premium
|
770
|
|
|
1,176
|
|
||
Debt issuance cost
|
(3,232
|
)
|
|
(3,121
|
)
|
||
Senior secured revolving credit facility
|
—
|
|
|
119,000
|
|
||
Other debt
|
2,041
|
|
|
1,656
|
|
||
Total debt
|
399,579
|
|
|
518,711
|
|
||
Less: current maturities
|
(717
|
)
|
|
(1,167
|
)
|
||
Long-term debt
|
$
|
398,862
|
|
|
$
|
517,544
|
|
2020
|
|
$
|
806
|
|
2021
|
|
400,806
|
|
|
2022
|
|
441
|
|
|
2023
|
|
43
|
|
|
2024
|
|
19
|
|
|
Thereafter
|
|
5
|
|
|
Total future payment
|
|
$
|
402,120
|
|
Add: Unamortized debt premium
|
|
770
|
|
|
Less: Debt issuance cost
|
|
(3,232
|
)
|
|
Less: present value discount on finance leases
|
|
$
|
(79
|
)
|
Total debt
|
|
$
|
399,579
|
|
|
|
|
|
As of
|
|
|
|
Classification
|
|
December 31, 2019
|
|
Assets
|
|
|
|
|
|
Operating lease assets
|
|
Operating lease assets
|
|
48,682
|
|
Finance lease assets
|
|
Property and equipment, net of accumulated depreciation
|
|
2,085
|
|
Total lease assets
|
|
|
|
50,767
|
|
Liabilities
|
|
|
|
|
|
Current
|
|
|
|
|
|
Operating
|
|
Accrued liabilities
|
|
12,538
|
|
Finance
|
|
Current portion of long-term debt
|
|
717
|
|
Noncurrent
|
|
|
|
|
|
Operating
|
|
Operating lease liabilities
|
|
49,938
|
|
Finance
|
|
Long-term debt, net of current portion
|
|
1,324
|
|
Total lease liabilities
|
|
|
|
64,517
|
|
Lease Cost
|
|
Classification
|
|
Twelve Months Ended December 31, 2019
|
||
Operating lease cost
|
|
Cost of sales and Selling, general and administrative expenses
|
|
$
|
13,675
|
|
Finance lease cost
|
|
|
|
|
||
Amortization of leased assets
|
|
Selling, general and administrative expenses
|
|
445
|
|
|
Interest on lease liabilities
|
|
Interest expense
|
|
81
|
|
|
Sublease income
|
|
Cost of sales and Selling, general and administrative expenses
|
|
(1,635
|
)
|
|
Net lease cost
|
|
|
|
$
|
12,566
|
|
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2020
|
|
$
|
16,873
|
|
|
$
|
806
|
|
|
$
|
17,679
|
|
2021
|
|
14,064
|
|
|
806
|
|
|
14,870
|
|
|||
2022
|
|
10,888
|
|
|
441
|
|
|
11,329
|
|
|||
2023
|
|
7,550
|
|
|
43
|
|
|
7,593
|
|
|||
2024
|
|
6,344
|
|
|
19
|
|
|
6,363
|
|
|||
Thereafter
|
|
25,502
|
|
|
5
|
|
|
25,507
|
|
|||
Total lease payments
|
|
81,221
|
|
|
2,120
|
|
|
83,341
|
|
|||
Less: present value discount
|
|
(18,745
|
)
|
|
(79
|
)
|
|
(18,824
|
)
|
|||
Present value of lease liabilities
|
|
$
|
62,476
|
|
|
$
|
2,041
|
|
|
$
|
64,517
|
|
|
|
Total
|
||
2019
|
|
$
|
17,536
|
|
2020
|
|
14,826
|
|
|
2021
|
|
12,800
|
|
|
2022
|
|
11,202
|
|
|
2023
|
|
5,701
|
|
|
Thereafter
|
|
15,069
|
|
|
Total
|
|
$
|
77,134
|
|
|
|
Twelve Months Ended December 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
12,679
|
|
Operating cash flows from finance leases
|
|
81
|
|
|
Financing cash flows from finance leases
|
|
$
|
1,197
|
|
Noncash activities from right-of-use assets obtained in exchange for lease obligations:
|
|
|
||
Operating leases
|
|
$
|
9,745
|
|
Finance leases
|
|
1,822
|
|
|
Noncash activities from adoption of ASC 842 as of January 1, 2019
|
|
|
||
Prepaid expenses and other current assets
|
|
$
|
(884
|
)
|
Operating lease assets
|
|
54,069
|
|
|
Operating lease liabilities
|
|
64,506
|
|
|
Accrued liabilities
|
|
(11,321
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
U.S.
|
$
|
(532,363
|
)
|
|
$
|
(285,141
|
)
|
|
$
|
(3,015
|
)
|
Non-U.S.
|
(36,508
|
)
|
|
(104,613
|
)
|
|
(52,264
|
)
|
|||
Loss before income taxes
|
$
|
(568,871
|
)
|
|
$
|
(389,754
|
)
|
|
$
|
(55,279
|
)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
||||||
U.S. federal and state
|
$
|
(1,423
|
)
|
|
$
|
(6,932
|
)
|
|
$
|
(1,426
|
)
|
Non-U.S.
|
12,594
|
|
|
4,810
|
|
|
5,398
|
|
|||
Total current
|
11,171
|
|
|
(2,122
|
)
|
|
3,972
|
|
|||
Deferred
|
|
|
|
|
|
||||||
U.S. federal and state
|
3,580
|
|
|
(21,467
|
)
|
|
6,415
|
|
|||
Non-U.S.
|
(16,565
|
)
|
|
7,915
|
|
|
(6,266
|
)
|
|||
Total deferred
|
(12,985
|
)
|
|
(13,552
|
)
|
|
149
|
|
|||
Income tax expense (benefit)
|
$
|
(1,814
|
)
|
|
$
|
(15,674
|
)
|
|
$
|
4,121
|
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Income tax expense at the statutory rate
|
$
|
(119,463
|
)
|
(21.0
|
)%
|
|
$
|
(81,849
|
)
|
(21.0
|
)%
|
|
$
|
(19,348
|
)
|
(35.0
|
)%
|
State taxes, net of federal tax benefit
|
(5,846
|
)
|
(1.0
|
)%
|
|
(2,564
|
)
|
(0.7
|
)%
|
|
(294
|
)
|
(0.5
|
)%
|
|||
Non-U.S. operations
|
(4,023
|
)
|
(0.7
|
)%
|
|
(10,166
|
)
|
(2.6
|
)%
|
|
6,337
|
|
11.5
|
%
|
|||
Domestic incentives
|
(633
|
)
|
(0.1
|
)%
|
|
(286
|
)
|
(0.1
|
)%
|
|
(254
|
)
|
(0.5
|
)%
|
|||
Prior year federal, non-U.S. and state tax
|
257
|
|
—
|
%
|
|
(2,880
|
)
|
(0.7
|
)%
|
|
(1,283
|
)
|
(2.3
|
)%
|
|||
Nondeductible expenses
|
348
|
|
0.1
|
%
|
|
502
|
|
0.1
|
%
|
|
644
|
|
1.2
|
%
|
|||
Goodwill impairment
|
27,244
|
|
4.8
|
%
|
|
46,051
|
|
11.8
|
%
|
|
14,731
|
|
26.6
|
%
|
|||
Global Tubing acquisition
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
(9,160
|
)
|
(16.6
|
)%
|
|||
U.S. tax reform
|
—
|
|
—
|
%
|
|
(15,604
|
)
|
(4.0
|
)%
|
|
10,138
|
|
18.3
|
%
|
|||
Valuation allowance
|
98,900
|
|
17.4
|
%
|
|
50,005
|
|
12.8
|
%
|
|
4,523
|
|
8.2
|
%
|
|||
Other
|
1,402
|
|
0.2
|
%
|
|
1,117
|
|
0.4
|
%
|
|
(1,913
|
)
|
(3.4
|
)%
|
|||
Income tax expense (benefit)
|
$
|
(1,814
|
)
|
(0.3
|
)%
|
|
$
|
(15,674
|
)
|
(4.0
|
)%
|
|
$
|
4,121
|
|
7.5
|
%
|
–
|
$27.2 million of tax expense associated with the impairment of non-tax deductible goodwill, and
|
–
|
$98.9 million of tax expense consisting of a full valuation allowance against our deferred tax assets in the U.S, U.K., Germany, Singapore and Saudi Arabia, as further described below under the primary components of deferred taxes.
|
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Reserves and accruals
|
$
|
4,590
|
|
|
$
|
7,259
|
|
Operating lease liabilities
|
14,912
|
|
|
—
|
|
||
Inventory
|
16,429
|
|
|
18,694
|
|
||
Stock awards
|
5,185
|
|
|
5,637
|
|
||
Net operating loss and other tax carryforwards
|
83,325
|
|
|
66,098
|
|
||
Goodwill and intangible assets
|
45,528
|
|
|
—
|
|
||
Other
|
1,150
|
|
|
549
|
|
||
Gross deferred tax assets
|
171,119
|
|
|
98,237
|
|
||
Valuation allowance
|
(152,795
|
)
|
|
(54,441
|
)
|
||
Total deferred tax assets
|
18,324
|
|
|
43,796
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Property and equipment
|
(7,733
|
)
|
|
(9,565
|
)
|
||
Operating lease assets
|
(12,006
|
)
|
|
—
|
|
||
Goodwill and intangible assets
|
—
|
|
|
(42,502
|
)
|
||
Investment in unconsolidated subsidiary
|
—
|
|
|
(5,402
|
)
|
||
Prepaid expenses and other
|
(396
|
)
|
|
(392
|
)
|
||
Total deferred tax liabilities
|
(20,135
|
)
|
|
(57,861
|
)
|
||
Net deferred tax liabilities
|
$
|
(1,811
|
)
|
|
$
|
(14,065
|
)
|
Balance at January 1, 2019
|
|
$
|
13,254
|
|
Additional based on tax positions related to prior years
|
|
2,069
|
|
|
Additional based on tax positions related to current year
|
|
2,057
|
|
|
Reduction based on tax positions related to prior years
|
|
(666
|
)
|
|
Settlement with tax authorities
|
|
(100
|
)
|
|
Lapse of statute of limitations
|
|
(2,048
|
)
|
|
Balance at December 31, 2019
|
|
14,566
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net loss attributable to common stockholders
|
$
|
(567,057
|
)
|
|
$
|
(374,080
|
)
|
|
$
|
(59,400
|
)
|
|
|
|
|
|
|
||||||
Basic - weighted average shares outstanding
|
110,100
|
|
|
108,771
|
|
|
98,689
|
|
|||
Dilutive effect of stock options and restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted - weighted average shares outstanding
|
110,100
|
|
|
108,771
|
|
|
98,689
|
|
|||
|
|
|
|
|
|
||||||
Loss per share
|
|
|
|
|
|
||||||
Basic
|
$
|
(5.15
|
)
|
|
$
|
(3.44
|
)
|
|
$
|
(0.60
|
)
|
Diluted
|
$
|
(5.15
|
)
|
|
$
|
(3.44
|
)
|
|
$
|
(0.60
|
)
|
2019 Activity
|
Number of shares
(in thousands) |
|
Weighted average exercise price
|
|
Remaining weighted average contractual life in years
|
|
Intrinsic value
(in millions) |
|||||
Beginning balance
|
5,740
|
|
|
$
|
12.39
|
|
|
3.7
|
|
$
|
—
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Forfeited/expired
|
(364
|
)
|
|
$
|
13.05
|
|
|
|
|
|
||
Total outstanding
|
5,376
|
|
|
$
|
12.35
|
|
|
2.5
|
|
$
|
—
|
|
Options exercisable
|
5,033
|
|
|
$
|
12.29
|
|
|
2.2
|
|
$
|
—
|
|
|
2019
|
|
2018
|
|
2017
|
Weighted average fair value
|
n/a
|
|
$5.62
|
|
$8.95
|
Assumptions
|
|
|
|
|
|
Expected life (in years)
|
n/a
|
|
6.25
|
|
6.25
|
Volatility
|
n/a
|
|
44%
|
|
43%
|
Dividend yield
|
n/a
|
|
—%
|
|
—%
|
Risk free interest rate
|
n/a
|
|
2.74%
|
|
2.11%
|
2019 Activity
|
Restricted stock (shares in thousands)
|
|
Nonvested at beginning of year
|
195
|
|
Granted
|
150
|
|
Vested
|
(135
|
)
|
Forfeited
|
(2
|
)
|
Nonvested at the end of year
|
208
|
|
2019 Activity
|
Restricted stock units (shares in thousands)
|
|
Nonvested at beginning of year
|
2,455
|
|
Granted
|
1,227
|
|
Vested
|
(905
|
)
|
Forfeited
|
(588
|
)
|
Nonvested at the end of year
|
2,189
|
|
2019 Activity
|
Stock Appreciation Rights (in thousands)
|
|
Nonvested at beginning of year
|
—
|
|
Granted
|
6,352
|
|
Forfeited
|
—
|
|
Nonvested at the end of year
|
6,352
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Drilling & Downhole
|
|
$
|
334,829
|
|
|
$
|
334,019
|
|
|
$
|
310,523
|
|
Completions
|
|
305,089
|
|
|
373,107
|
|
|
184,182
|
|
|||
Production
|
|
320,996
|
|
|
361,407
|
|
|
327,287
|
|
|||
Eliminations
|
|
(4,381
|
)
|
|
(4,314
|
)
|
|
(3,372
|
)
|
|||
Total revenue
|
|
$
|
956,533
|
|
|
$
|
1,064,219
|
|
|
$
|
818,620
|
|
|
|
|
|
|
|
|
||||||
Segment operating income (loss):
|
|
|
|
|
|
|
||||||
Drilling & Downhole
|
|
$
|
7,343
|
|
|
$
|
(33,335
|
)
|
|
$
|
(47,106
|
)
|
Completions
|
|
6,581
|
|
|
31,924
|
|
|
8,797
|
|
|||
Production
|
|
7,802
|
|
|
6,022
|
|
|
7,811
|
|
|||
Corporate
|
|
(28,928
|
)
|
|
(35,079
|
)
|
|
(33,427
|
)
|
|||
Total segment operating loss
|
|
(7,202
|
)
|
|
(30,468
|
)
|
|
(63,925
|
)
|
|||
Impairments of goodwill, intangible assets, property and equipment
|
|
532,336
|
|
|
363,522
|
|
|
69,062
|
|
|||
Transaction expenses
|
|
1,159
|
|
|
3,446
|
|
|
6,511
|
|
|||
Contingent consideration benefit
|
|
(4,629
|
)
|
|
—
|
|
|
—
|
|
|||
Loss (gain) on disposal of assets and other
|
|
78
|
|
|
(438
|
)
|
|
2,097
|
|
|||
Operating loss
|
|
$
|
(536,146
|
)
|
|
$
|
(396,998
|
)
|
|
$
|
(141,595
|
)
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
|
|
|
|
||||||
Drilling & Downhole
|
|
$
|
21,433
|
|
|
$
|
31,985
|
|
|
$
|
38,463
|
|
Completions
|
|
32,780
|
|
|
33,943
|
|
|
17,631
|
|
|||
Production
|
|
8,478
|
|
|
8,407
|
|
|
8,608
|
|
|||
Corporate
|
|
550
|
|
|
173
|
|
|
427
|
|
|||
Total depreciation and amortization
|
|
$
|
63,241
|
|
|
$
|
74,508
|
|
|
$
|
65,129
|
|
|
|
Year ended December 31,
|
||||||||||
Capital expenditures
|
|
2019
|
|
2018
|
|
2017
|
||||||
Drilling & Downhole
|
|
$
|
3,169
|
|
|
$
|
8,067
|
|
|
$
|
7,093
|
|
Completions
|
|
3,886
|
|
|
4,997
|
|
|
4,789
|
|
|||
Production
|
|
4,041
|
|
|
4,877
|
|
|
6,855
|
|
|||
Corporate
|
|
4,006
|
|
|
6,102
|
|
|
7,972
|
|
|||
Total capital expenditures
|
|
$
|
15,102
|
|
|
$
|
24,043
|
|
|
$
|
26,709
|
|
|
|
Year ended December 31,
|
||||||||||
Assets
|
|
2019
|
|
2018
|
|
2017
|
||||||
Drilling & Downhole
|
|
$
|
407,779
|
|
|
$
|
663,414
|
|
|
$
|
1,057,378
|
|
Completions
|
|
496,714
|
|
|
872,731
|
|
|
790,255
|
|
|||
Production
|
|
186,786
|
|
|
243,354
|
|
|
251,685
|
|
|||
Corporate
|
|
68,718
|
|
|
50,153
|
|
|
95,910
|
|
|||
Total assets
|
|
$
|
1,159,997
|
|
|
$
|
1,829,652
|
|
|
$
|
2,195,228
|
|
|
|
Year ended December 31,
|
||||||||||
Long-lived assets:
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States
|
|
$
|
397,219
|
|
|
$
|
868,295
|
|
|
$
|
1,087,381
|
|
Europe
|
|
54,519
|
|
|
100,451
|
|
|
213,008
|
|
|||
Canada
|
|
32,703
|
|
|
87,221
|
|
|
88,280
|
|
|||
Asia-Pacific
|
|
1,707
|
|
|
984
|
|
|
7,984
|
|
|||
Middle East
|
|
5,653
|
|
|
6,049
|
|
|
7,362
|
|
|||
Latin America
|
|
2,279
|
|
|
635
|
|
|
832
|
|
|||
Total long-lived assets
|
|
$
|
494,080
|
|
|
$
|
1,063,635
|
|
|
$
|
1,404,847
|
|
|
|
Year ended December 31,
|
||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Revenue:
|
|
$
|
%
|
|
$
|
%
|
|
$
|
%
|
|||||||||
United States
|
|
$
|
670,205
|
|
70.1
|
%
|
|
$
|
811,724
|
|
76.3
|
%
|
|
$
|
621,445
|
|
76.0
|
%
|
Canada
|
|
62,651
|
|
6.5
|
%
|
|
68,635
|
|
6.4
|
%
|
|
60,898
|
|
7.4
|
%
|
|||
Europe & Africa
|
|
71,527
|
|
7.5
|
%
|
|
57,632
|
|
5.4
|
%
|
|
61,134
|
|
7.5
|
%
|
|||
Middle East
|
|
62,169
|
|
6.5
|
%
|
|
54,541
|
|
5.1
|
%
|
|
25,634
|
|
3.1
|
%
|
|||
Asia-Pacific
|
|
59,517
|
|
6.2
|
%
|
|
46,503
|
|
4.4
|
%
|
|
28,694
|
|
3.5
|
%
|
|||
Latin America
|
|
30,464
|
|
3.2
|
%
|
|
25,184
|
|
2.4
|
%
|
|
20,815
|
|
2.5
|
%
|
|||
Total Revenue
|
|
$
|
956,533
|
|
100.0
|
%
|
|
$
|
1,064,219
|
|
100.0
|
%
|
|
$
|
818,620
|
|
100.0
|
%
|
|
|
Year ended December 31,
|
||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Revenue:
|
|
$
|
%
|
|
$
|
%
|
|
$
|
%
|
|||||||||
Drilling Technologies
|
|
$
|
157,648
|
|
16.6
|
%
|
|
$
|
178,260
|
|
16.6
|
%
|
|
$
|
168,816
|
|
20.6
|
%
|
Downhole Technologies
|
|
116,104
|
|
12.1
|
%
|
|
104,974
|
|
9.9
|
%
|
|
76,010
|
|
9.3
|
%
|
|||
Subsea Technologies
|
|
61,077
|
|
6.4
|
%
|
|
50,785
|
|
4.8
|
%
|
|
65,697
|
|
8.0
|
%
|
|||
Stimulation and Intervention
|
|
162,025
|
|
16.9
|
%
|
|
228,721
|
|
21.5
|
%
|
|
148,666
|
|
18.2
|
%
|
|||
Coiled Tubing
|
|
143,064
|
|
15.0
|
%
|
|
144,386
|
|
13.6
|
%
|
|
35,516
|
|
4.3
|
%
|
|||
Production Equipment
|
|
122,654
|
|
12.8
|
%
|
|
141,169
|
|
13.3
|
%
|
|
124,323
|
|
15.2
|
%
|
|||
Valve Solutions
|
|
198,342
|
|
20.7
|
%
|
|
220,238
|
|
20.7
|
%
|
|
202,964
|
|
24.8
|
%
|
|||
Eliminations
|
|
(4,381
|
)
|
(0.5
|
)%
|
|
(4,314
|
)
|
(0.4
|
)%
|
|
(3,372
|
)
|
(0.4
|
)%
|
|||
Total revenue
|
|
$
|
956,533
|
|
100.0
|
%
|
|
$
|
1,064,219
|
|
100.0
|
%
|
|
$
|
818,620
|
|
100.0
|
%
|
Condensed consolidating statements of comprehensive loss
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Year ended December 31, 2019
|
||||||||||||||||||
|
|
FET (Parent)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
811,566
|
|
|
$
|
211,665
|
|
|
$
|
(66,698
|
)
|
|
$
|
956,533
|
|
Cost of sales
|
|
—
|
|
|
614,429
|
|
|
162,715
|
|
|
(65,463
|
)
|
|
711,681
|
|
|||||
Gross Profit
|
|
—
|
|
|
197,137
|
|
|
48,950
|
|
|
(1,235
|
)
|
|
244,852
|
|
|||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative expenses
|
|
69
|
|
|
208,862
|
|
|
42,805
|
|
|
—
|
|
|
251,736
|
|
|||||
Goodwill and intangible assets impairment
|
|
—
|
|
|
487,212
|
|
|
45,124
|
|
|
—
|
|
|
532,336
|
|
|||||
Transaction Expenses
|
|
—
|
|
|
1,067
|
|
|
92
|
|
|
—
|
|
|
1,159
|
|
|||||
Contingent consideration benefit
|
|
—
|
|
|
(4,629
|
)
|
|
—
|
|
|
—
|
|
|
(4,629
|
)
|
|||||
Loss (gain) on disposal of assets and other
|
|
—
|
|
|
201
|
|
|
(123
|
)
|
|
—
|
|
|
78
|
|
|||||
Total operating expenses
|
|
69
|
|
|
692,713
|
|
|
87,898
|
|
|
—
|
|
|
780,680
|
|
|||||
Earnings (loss) from equity investment
|
|
—
|
|
|
(668
|
)
|
|
350
|
|
|
—
|
|
|
(318
|
)
|
|||||
Equity loss from affiliate, net of tax
|
|
(535,435
|
)
|
|
(53,778
|
)
|
|
—
|
|
|
589,213
|
|
|
—
|
|
|||||
Operating loss
|
|
(535,504
|
)
|
|
(550,022
|
)
|
|
(38,598
|
)
|
|
587,978
|
|
|
(536,146
|
)
|
|||||
Other expense (income)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense (income)
|
|
31,553
|
|
|
(84
|
)
|
|
149
|
|
|
—
|
|
|
31,618
|
|
|||||
Foreign exchange and other losses (gains), net
|
|
—
|
|
|
(138
|
)
|
|
5,160
|
|
|
—
|
|
|
5,022
|
|
|||||
(Gain) loss realized on previously held equity investment
|
|
—
|
|
|
(14,045
|
)
|
|
12,478
|
|
|
—
|
|
|
(1,567
|
)
|
|||||
Gain on disposition of Business
|
|
—
|
|
|
(2,348
|
)
|
|
—
|
|
|
—
|
|
|
(2,348
|
)
|
|||||
Total other (income) expense, net
|
|
31,553
|
|
|
(16,615
|
)
|
|
17,787
|
|
|
—
|
|
|
32,725
|
|
|||||
Loss before income taxes
|
|
(567,057
|
)
|
|
(533,407
|
)
|
|
(56,385
|
)
|
|
587,978
|
|
|
(568,871
|
)
|
|||||
Income tax expense (benefit)
|
|
—
|
|
|
2,028
|
|
|
(3,842
|
)
|
|
—
|
|
|
(1,814
|
)
|
|||||
Net loss
|
|
(567,057
|
)
|
|
(535,435
|
)
|
|
(52,543
|
)
|
|
587,978
|
|
|
(567,057
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
|
(567,057
|
)
|
|
(535,435
|
)
|
|
(52,543
|
)
|
|
587,978
|
|
|
(567,057
|
)
|
|||||
Change in foreign currency translation, net of tax of $0
|
|
7,958
|
|
|
7,958
|
|
|
7,958
|
|
|
(15,916
|
)
|
|
7,958
|
|
|||||
Loss on pension liability
|
|
(1,666
|
)
|
|
(1,666
|
)
|
|
(1,666
|
)
|
|
3,332
|
|
|
(1,666
|
)
|
|||||
Comprehensive loss
|
|
$
|
(560,765
|
)
|
|
$
|
(529,143
|
)
|
|
$
|
(46,251
|
)
|
|
$
|
575,394
|
|
|
$
|
(560,765
|
)
|
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 balance sheets
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
December 31, 2019
|
||||||||||||||||||
|
|
FET (Parent)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
32,387
|
|
|
$
|
25,524
|
|
|
$
|
—
|
|
|
$
|
57,911
|
|
Accounts receivable—trade, net
|
|
—
|
|
|
116,862
|
|
|
37,320
|
|
|
—
|
|
|
154,182
|
|
|||||
Inventories, net
|
|
—
|
|
|
344,920
|
|
|
78,047
|
|
|
(8,327
|
)
|
|
414,640
|
|
|||||
Prepaid expenses and other current assets
|
|
—
|
|
|
31,485
|
|
|
2,335
|
|
|
—
|
|
|
33,820
|
|
|||||
Costs and estimated profits in excess of billings
|
|
—
|
|
|
4,029
|
|
|
75
|
|
|
—
|
|
|
4,104
|
|
|||||
Accrued revenue
|
|
—
|
|
|
428
|
|
|
832
|
|
|
—
|
|
|
1,260
|
|
|||||
Total current assets
|
|
—
|
|
|
530,111
|
|
|
144,133
|
|
|
(8,327
|
)
|
|
665,917
|
|
|||||
Property and equipment, net of accumulated depreciation
|
|
—
|
|
|
133,974
|
|
|
20,862
|
|
|
—
|
|
|
154,836
|
|
|||||
Deferred financing costs, net
|
|
1,243
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,243
|
|
|||||
Operating lease assets
|
|
—
|
|
|
29,518
|
|
|
19,164
|
|
|
—
|
|
|
48,682
|
|
|||||
Intangible assets
|
|
—
|
|
|
245,507
|
|
|
26,793
|
|
|
—
|
|
|
272,300
|
|
|||||
Goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investment in unconsolidated subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Deferred income taxes, net
|
|
—
|
|
|
—
|
|
|
654
|
|
|
—
|
|
|
654
|
|
|||||
Other long-term assets
|
|
—
|
|
|
6,682
|
|
|
9,683
|
|
|
—
|
|
|
16,365
|
|
|||||
Investment in affiliates
|
|
348,623
|
|
|
218,228
|
|
|
—
|
|
|
(566,851
|
)
|
|
—
|
|
|||||
Long-term advances to affiliates
|
|
541,351
|
|
|
—
|
|
|
116,053
|
|
|
(657,404
|
)
|
|
—
|
|
|||||
Total assets
|
|
$
|
891,217
|
|
|
$
|
1,164,020
|
|
|
$
|
337,342
|
|
|
$
|
(1,232,582
|
)
|
|
$
|
1,159,997
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
|
$
|
—
|
|
|
$
|
566
|
|
|
$
|
151
|
|
|
$
|
—
|
|
|
$
|
717
|
|
Accounts payable—trade
|
|
—
|
|
|
75,999
|
|
|
22,721
|
|
|
—
|
|
|
98,720
|
|
|||||
Accrued liabilities
|
|
7,640
|
|
|
35,746
|
|
|
43,239
|
|
|
—
|
|
|
86,625
|
|
|||||
Deferred revenue
|
|
—
|
|
|
1,616
|
|
|
3,261
|
|
|
—
|
|
|
4,877
|
|
|||||
Billings in excess of costs and profits recognized
|
|
—
|
|
|
787
|
|
|
5,124
|
|
|
—
|
|
|
5,911
|
|
|||||
Total current liabilities
|
|
7,640
|
|
|
114,714
|
|
|
74,496
|
|
|
—
|
|
|
196,850
|
|
|||||
Long-term debt, net of current portion
|
|
397,538
|
|
|
1,128
|
|
|
196
|
|
|
—
|
|
|
398,862
|
|
|||||
Deferred income taxes, net
|
|
—
|
|
|
—
|
|
|
2,465
|
|
|
—
|
|
|
2,465
|
|
|||||
Operating Lease liabilities
|
|
—
|
|
|
29,896
|
|
|
20,042
|
|
|
—
|
|
|
49,938
|
|
|||||
Other long-term liabilities
|
|
—
|
|
|
12,255
|
|
|
13,588
|
|
|
—
|
|
|
25,843
|
|
|||||
Long-term payables to affiliates
|
|
—
|
|
|
657,404
|
|
|
—
|
|
|
(657,404
|
)
|
|
—
|
|
|||||
Total liabilities
|
|
405,178
|
|
|
815,397
|
|
|
110,787
|
|
|
(657,404
|
)
|
|
673,958
|
|
|||||
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Total equity
|
|
486,039
|
|
|
348,623
|
|
|
226,555
|
|
|
(575,178
|
)
|
|
486,039
|
|
|||||
Total liabilities and equity
|
|
$
|
891,217
|
|
|
$
|
1,164,020
|
|
|
$
|
337,342
|
|
|
$
|
(1,232,582
|
)
|
|
$
|
1,159,997
|
|
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 statements of cash flows
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Year ended December 31, 2019
|
||||||||||||||||||
|
|
FET (Parent)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Cash flows from operating activities
|
|
$
|
(28,883
|
)
|
|
$
|
143,219
|
|
|
$
|
(10,192
|
)
|
|
$
|
—
|
|
|
$
|
104,144
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures for property and equipment
|
|
—
|
|
|
(13,619
|
)
|
|
(1,483
|
)
|
|
—
|
|
|
(15,102
|
)
|
|||||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investment in unconsolidated subsidiary
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sale of business, property and equipment
|
|
—
|
|
|
18,522
|
|
|
24,715
|
|
|
—
|
|
|
43,237
|
|
|||||
Long-term loans and advances to affiliates
|
|
148,977
|
|
|
—
|
|
|
(10,362
|
)
|
|
(138,615
|
)
|
|
—
|
|
|||||
Net cash provided by investing activities
|
|
148,977
|
|
|
4,903
|
|
|
12,870
|
|
|
(138,615
|
)
|
|
28,135
|
|
|||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Borrowings of debt
|
|
137,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
137,000
|
|
|||||
Repayments of debt
|
|
(256,000
|
)
|
|
(900
|
)
|
|
—
|
|
|
—
|
|
|
(256,900
|
)
|
|||||
Repurchases of stock
|
|
(1,094
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,094
|
)
|
|||||
Proceeds from stock issuance
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payment of capital lease obligations
|
|
—
|
|
|
(1,197
|
)
|
|
—
|
|
|
—
|
|
|
(1,197
|
)
|
|||||
Long-term loans and advances to affiliates
|
|
—
|
|
|
(138,615
|
)
|
|
—
|
|
|
138,615
|
|
|
—
|
|
|||||
Dividend paid to affiliates
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash used in financing activities
|
|
(120,094
|
)
|
|
(140,712
|
)
|
|
—
|
|
|
138,615
|
|
|
(122,191
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Effect of exchange rate changes on cash
|
|
—
|
|
|
—
|
|
|
582
|
|
|
—
|
|
|
582
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net increase in cash, cash equivalents and restricted cash
|
|
—
|
|
|
7,410
|
|
|
3,260
|
|
|
—
|
|
|
10,670
|
|
|||||
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
|
|
$
|
—
|
|
|
$
|
32,387
|
|
|
$
|
25,524
|
|
|
$
|
—
|
|
|
$
|
57,911
|
|
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
|
)
|
|||||
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
|
|
|
2019
|
||||||||||||||
(in thousands, except per share information)
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
Revenues
|
$
|
271,842
|
|
|
$
|
245,648
|
|
|
$
|
239,266
|
|
|
$
|
199,777
|
|
Cost of sales
|
201,744
|
|
|
182,460
|
|
|
176,632
|
|
|
150,845
|
|
||||
Gross profit
|
70,098
|
|
|
63,188
|
|
|
62,634
|
|
|
48,932
|
|
||||
Total operating expenses (1)
|
64,952
|
|
|
63,022
|
|
|
595,954
|
|
|
56,752
|
|
||||
Earnings (loss) from equity investment
|
(849
|
)
|
|
570
|
|
|
(39
|
)
|
|
—
|
|
||||
Operating income (loss)
|
4,297
|
|
|
736
|
|
|
(533,359
|
)
|
|
(7,820
|
)
|
||||
Total other expense, net (2)
|
10,458
|
|
|
6,077
|
|
|
2,999
|
|
|
13,191
|
|
||||
Loss before income taxes
|
(6,161
|
)
|
|
(5,341
|
)
|
|
(536,358
|
)
|
|
(21,011
|
)
|
||||
Income tax expense (benefit)
|
1,727
|
|
|
8,393
|
|
|
(3,371
|
)
|
|
(8,563
|
)
|
||||
Net loss
|
(7,888
|
)
|
|
(13,734
|
)
|
|
(532,987
|
)
|
|
(12,448
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
109,643
|
|
|
109,987
|
|
|
110,295
|
|
|
110,464
|
|
||||
Diluted
|
109,643
|
|
|
109,987
|
|
|
110,295
|
|
|
110,464
|
|
||||
Loss per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.07
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(4.83
|
)
|
|
$
|
(0.11
|
)
|
Diluted
|
$
|
(0.07
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(4.83
|
)
|
|
$
|
(0.11
|
)
|
(1)
|
Q1 includes a $4.6 million contingent consideration benefit related to GHT. See Note 4 Acquisitions & Dispositions for further information related to this benefit. Q3 includes $471.0 million of goodwill impairments, $53.5 million of intangible asset impairments and $7.9 million of property and equipment impairments. See Note 7 Goodwill and Intangible Assets and Note 6 Property and Equipment for further information related to these charges.
|
(2)
|
Q3 includes a $1.6 million gain realized on the sale of our previously held equity investment in Ashtead. Q4 includes a 2.3 million gain on the sale of certain assets of our Cooper Alloy® brand of valve products. See Note 4 Acquisitions & Dispositions for further information related to these gains.
|
|
2018
|
||||||||||||||
(in thousands, except per share information)
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
||||||||
Revenues
|
$
|
250,231
|
|
|
$
|
274,003
|
|
|
$
|
267,037
|
|
|
$
|
272,948
|
|
Cost of sales
|
182,944
|
|
|
201,334
|
|
|
192,496
|
|
|
231,073
|
|
||||
Gross profit
|
67,287
|
|
|
72,669
|
|
|
74,541
|
|
|
41,875
|
|
||||
Total operating expenses (1)
|
73,030
|
|
|
84,721
|
|
|
72,764
|
|
|
422,995
|
|
||||
Earnings (loss) from equity investment
|
(963
|
)
|
|
350
|
|
|
659
|
|
|
94
|
|
||||
Operating income (loss)
|
(6,706
|
)
|
|
(11,702
|
)
|
|
2,436
|
|
|
(381,026
|
)
|
||||
Total other expense (income), net (2)
|
(21,868
|
)
|
|
2,001
|
|
|
6,598
|
|
|
6,025
|
|
||||
Income (loss) before income taxes
|
15,162
|
|
|
(13,703
|
)
|
|
(4,162
|
)
|
|
(387,051
|
)
|
||||
Income tax expense (benefit)
|
(12,904
|
)
|
|
1,646
|
|
|
(1,108
|
)
|
|
(3,308
|
)
|
||||
Net income (loss)
|
28,066
|
|
|
(15,349
|
)
|
|
(3,054
|
)
|
|
(383,743
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
|
|
|
|
|
|
|
||||||||
Basic
|
108,423
|
|
|
108,714
|
|
|
108,856
|
|
|
109,082
|
|
||||
Diluted
|
110,857
|
|
|
108,714
|
|
|
108,856
|
|
|
109,082
|
|
||||
Earnings (loss) per share
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.26
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(3.52
|
)
|
Diluted
|
$
|
0.25
|
|
|
$
|
(0.14
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(3.52
|
)
|
(1)
|
Total operating expenses includes $14.5 million of intangible asset impairments for the Subsea and Downhole product lines in Q2, $298.8 million of goodwill impairment charges in Q4 and $50.2 million of intangible asset impairments in Q4. See Note 7 Goodwill and Intangible Assets for further information related to these charges.
|
(2)
|
Total other expenses includes a $33.5 million gain on contribution of our subsea rentals business in Q1. See Note 4 Acquisitions & Dispositions for further information related to this gain.
|
Index to Consolidated Financial Statements
|
Page
|
Exhibit
|
|
Number
|
DESCRIPTION
|
2.1*
|
|
|
|
3.1*
|
|
|
|
3.2*
|
|
|
|
4.1*
|
|
|
|
4.2*
|
|
|
|
4.3*
|
|
|
|
4.4*
|
|
|
|
4.5**
|
|
|
|
10.1*
|
|
|
|
10.2*#
|
|
|
|
10.3*#
|
|
|
|
10.4*#
|
|
|
|
10.5*#
|
|
|
|
10.6*#
|
|
|
|
10.7*#
|
|
|
|
10.8*#
|
|
|
|
10.9*#
|
|
|
|
10.10*#
|
|
|
|
10.11*#
|
|
|
|
10.12*#
|
|
|
|
10.13*#
|
|
|
|
10.14*#
|
|
|
|
10.15*#
|
|
|
|
10.16*#
|
|
|
|
10.17*#
|
|
|
|
10.18*#
|
|
|
|
10.19*#
|
|
|
|
10.20*#
|
|
|
|
10.21*#
|
|
|
|
10.22*#
|
|
|
|
10.23*#
|
|
|
|
10.24*#
|
|
|
|
10.25*#
|
|
|
|
10.26#
|
|
|
|
10.27*#
|
|
|
|
10.28*#
|
|
|
|
10.29*#
|
|
|
|
10.30*#
|
|
|
|
10.31*#
|
|
|
|
10.32*#
|
|
|
|
10.33*#
|
|
|
|
10.34*#
|
|
|
|
10.35*#
|
|
|
|
10.36*#
|
|
|
|
10.37*#
|
|
|
|
10.38*#
|
|
|
|
10.39*#
|
|
|
|
10.40*#
|
|
|
|
10.41*#
|
|
|
|
10.42*#
|
|
|
|
10.43*#
|
|
|
|
10.44*#
|
|
|
|
10.45*#
|
|
|
|
10.46*
|
|
|
|
10.47*#
|
|
|
|
10.48*#
|
|
|
|
10.49*#
|
|
|
|
10.50*#
|
|
|
|
10.51*#
|
|
|
|
10.52*#
|
|
|
|
10.53*
|
|
|
|
10.54*
|
|
|
|
10.55*#
|
|
|
|
10.56*#
|
|
|
|
10.57*#
|
|
|
|
10.58*#
|
|
|
|
16.1*
|
|
|
|
21.1**
|
|
|
|
23.1**
|
|
|
|
23.2**
|
|
|
|
31.1**
|
|
|
|
31.2**
|
|
|
|
32.1**
|
|
|
|
32.2**
|
|
|
|
101.INS**
|
XBRL Instance Document.
|
|
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document.
|
|
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
104**
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
|
FORUM ENERGY TECHNOLOGIES, INC.
|
|
||
|
|
By:
|
/s/ Pablo G. Mercado
|
|
|
|
February 25, 2020
|
|
Pablo G. Mercado
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
(As Duly Authorized Officer and Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
February 25, 2020
|
By:
|
/s/ John McElroy
|
|
|
|
|
|
John McElroy
|
|
|
|
|
|
Corporate Controller
|
|
|
|
|
|
(As Duly Authorized Officer and Principal Accounting Officer)
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ C. Christopher Gaut
|
|
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
|
|
February 25, 2020
|
C. Christopher Gaut
|
|
|
|
|
|
|
|
|
|
/s/ Pablo G. Mercado
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
February 25, 2020
|
Pablo G. Mercado
|
|
|
|
|
|
|
|
|
|
/s/ John McElroy
|
|
Corporate Controller
(Principal Accounting Officer)
|
|
February 25, 2020
|
John McElroy
|
|
|
|
|
|
|
|
|
|
/s/ Evelyn M. Angelle
|
|
Director
|
|
February 25, 2020
|
Evelyn M. Angelle
|
|
|
|
|
|
|
|
|
|
/s/ David C. Baldwin
|
|
Director
|
|
February 25, 2020
|
David C. Baldwin
|
|
|
|
|
|
|
|
|
|
/s/ John A. Carrig
|
|
Director
|
|
February 25, 2020
|
John A. Carrig
|
|
|
|
|
|
|
|
|
|
/s/ Michael McShane
|
|
Director
|
|
February 25, 2020
|
Michael McShane
|
|
|
|
|
|
|
|
|
|
/s/ Terence O’Toole
|
|
Director
|
|
February 25, 2020
|
Terence O’Toole
|
|
|
|
|
|
|
|
|
|
/s/ Louis A. Raspino
|
|
Director
|
|
February 25, 2020
|
Louis A. Raspino
|
|
|
|
|
|
|
|
|
|
/s/ John Schmitz
|
|
Director
|
|
February 25, 2020
|
John Schmitz
|
|
|
|
|
|
|
|
|
|
/s/ Andrew L. Waite
|
|
Director
|
|
February 25, 2020
|
Andrew L. Waite
|
|
|
|
|
|
||
|
|
|
Name
|
|
Jurisdiction
|
FET (Barbados) SRL
|
|
Barbados
|
Forum Global Finance Limited
|
|
Ireland
|
FET Global L.P.
|
|
United Kingdom
|
FET Global Holdings Limited
|
|
United Kingdom
|
FET Holdings LLC
|
|
Delaware
|
FET Worldwide L.P.
|
|
United Kingdom
|
Forum Global Tubing L.P.
|
|
Delaware
|
Forum Global Tubing LLC
|
|
Delaware
|
Forum International Holdings, Inc.
|
|
Delaware
|
Forum US, Inc.
|
|
Delaware
|
Forum Worldwide Holdings Limited
|
|
United Kingdom
|
Global Tubing LLC
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of Forum Energy Technologies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 25, 2020
|
|
By: /s/ C. Christopher Gaut
|
|
|
|
C. Christopher Gaut
|
|
|
|
President, Chief Executive Officer and Chairman of the Board
|
1.
|
I have reviewed this Annual Report on Form 10-K of Forum Energy Technologies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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February 25, 2020
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By: _/s/ Pablo G. Mercado_________________
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Pablo G. Mercado
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Senior Vice President and Chief Financial Officer
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Dated:
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February 25, 2020
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By: /s/ C. Christopher Gaut
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C. Christopher Gaut
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President, Chief Executive Officer and Chairman of the Board
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Dated:
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February 25, 2020
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By: /s/ Pablo G. Mercado
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Pablo G. Mercado
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Senior Vice President and Chief Financial Officer
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