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The Netherlands
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98-1107145
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification number)
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Mastenmakersweg 1
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1786 PB Den Helder, The Netherlands
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Not Applicable
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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þ
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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TABLE OF CONTENTS
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||
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Page
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PART I. FINANCIAL INFORMATION
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||
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Item 1.
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Financial Statements
|
|
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Condensed Consolidated Balance Sheets at June 30, 2016 and December 31, 2015
|
|
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Condensed Consolidated Statements of Operations for the Three and Six Months
|
|
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Ended June 30, 2016 and 2015
|
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Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months
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Ended June 30, 2016 and 2015
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Condensed Consolidated Statements of Stockholders' Equity for the Six Months
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Ended June 30, 2016 and 2015
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Condensed Consolidated Statements of Cash Flows for the Six Months
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Ended June 30, 2016 and 2015
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Notes to the Unaudited Condensed Consolidated Financial Statements
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and
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|
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Results of Operations
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|
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 4.
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Controls and Procedures
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PART II. OTHER INFORMATION
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||
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Item 1.
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Legal Proceedings
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|
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Item 1A.
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Risk Factors
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|
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Item 6.
|
Exhibits
|
|
|
|
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Signatures
|
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FRANK'S INTERNATIONAL N.V.
|
|||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||||||
(In thousands, except share data)
|
|||||||
|
|
|
|
||||
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Assets
|
(Unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
581,371
|
|
|
$
|
602,359
|
|
Accounts receivables, net
|
168,909
|
|
|
246,191
|
|
||
Inventories
|
145,186
|
|
|
161,263
|
|
||
Other current assets
|
10,800
|
|
|
13,923
|
|
||
Total current assets
|
906,266
|
|
|
1,023,736
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
588,256
|
|
|
624,959
|
|
||
Goodwill and intangible assets, net
|
24,300
|
|
|
25,210
|
|
||
Other assets
|
54,858
|
|
|
52,933
|
|
||
Total assets
|
$
|
1,573,680
|
|
|
$
|
1,726,838
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
2,415
|
|
|
$
|
7,321
|
|
Accounts payable
|
10,840
|
|
|
12,784
|
|
||
Deferred revenue
|
36,409
|
|
|
57,637
|
|
||
Accrued and other current liabilities
|
90,042
|
|
|
111,884
|
|
||
Total current liabilities
|
139,706
|
|
|
189,626
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
31,333
|
|
|
40,257
|
|
||
Other non-current liabilities
|
42,564
|
|
|
44,824
|
|
||
Total liabilities
|
213,603
|
|
|
274,707
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 18)
|
|
|
|
|
|
||
|
|
|
|
||||
Series A preferred stock, €0.01, par value, 52,976,000 shares authorized, issued and outstanding
|
705
|
|
|
705
|
|
||
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock, €0.01, par value, 745,120,000 shares authorized:
156,121,766 shares issued and 155,515,226 shares outstanding at 2016 and 155,661,150 shares issued and 155,146,338 shares outstanding at 2015 |
2,050
|
|
|
2,045
|
|
||
Additional paid-in capital
|
721,982
|
|
|
712,486
|
|
||
Retained earnings
|
452,608
|
|
|
531,621
|
|
||
Accumulated other comprehensive loss
|
(23,758
|
)
|
|
(25,555
|
)
|
||
Treasury stock (at cost), 606,540 at 2016 and 514,812 shares at 2015
|
(10,694
|
)
|
|
(9,298
|
)
|
||
Total stockholders' equity
|
1,142,188
|
|
|
1,211,299
|
|
||
Noncontrolling interest
|
217,184
|
|
|
240,127
|
|
||
Total equity
|
1,359,372
|
|
|
1,451,426
|
|
||
Total liabilities and equity
|
$
|
1,573,680
|
|
|
$
|
1,726,838
|
|
FRANK'S INTERNATIONAL N.V.
|
|||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||||||||
(In thousands, except per share data)
|
|||||||||||||||
(Unaudited)
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Equipment rentals and services
|
$
|
95,177
|
|
|
$
|
201,282
|
|
|
$
|
226,434
|
|
|
$
|
433,687
|
|
Products
|
25,769
|
|
|
53,022
|
|
|
47,998
|
|
|
98,054
|
|
||||
Total revenue
|
120,946
|
|
|
254,304
|
|
|
274,432
|
|
|
531,741
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues, exclusive of depreciation
|
|
|
|
|
|
|
|
||||||||
and amortization
|
|
|
|
|
|
|
|
||||||||
Equipment rentals and services
|
52,564
|
|
|
76,692
|
|
|
108,365
|
|
|
170,292
|
|
||||
Products
|
17,028
|
|
|
33,060
|
|
|
29,357
|
|
|
55,907
|
|
||||
General and administrative expenses
|
70,310
|
|
|
73,797
|
|
|
129,262
|
|
|
143,594
|
|
||||
Depreciation and amortization
|
28,283
|
|
|
27,710
|
|
|
57,733
|
|
|
51,711
|
|
||||
Severance and other charges
|
3,718
|
|
|
1,049
|
|
|
4,324
|
|
|
13,022
|
|
||||
(Gain) loss on sale of assets
|
(279
|
)
|
|
687
|
|
|
(1,049
|
)
|
|
871
|
|
||||
Operating income (loss)
|
(50,678
|
)
|
|
41,309
|
|
|
(53,560
|
)
|
|
96,344
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Other income
|
1,658
|
|
|
971
|
|
|
1,161
|
|
|
2,058
|
|
||||
Interest income (expense), net
|
198
|
|
|
(31
|
)
|
|
404
|
|
|
(23
|
)
|
||||
Foreign currency loss
|
(4,170
|
)
|
|
(2,767
|
)
|
|
(4,211
|
)
|
|
(1,234
|
)
|
||||
Total other income (expense)
|
(2,314
|
)
|
|
(1,827
|
)
|
|
(2,646
|
)
|
|
801
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income tax expense (benefit)
|
(52,992
|
)
|
|
39,482
|
|
|
(56,206
|
)
|
|
97,145
|
|
||||
Income tax expense (benefit)
|
(7,705
|
)
|
|
10,629
|
|
|
(8,511
|
)
|
|
21,891
|
|
||||
Net income (loss)
|
(45,287
|
)
|
|
28,853
|
|
|
(47,695
|
)
|
|
75,254
|
|
||||
Net income (loss) attributable to noncontrolling interest
|
(13,889
|
)
|
|
8,023
|
|
|
(15,525
|
)
|
|
20,145
|
|
||||
Net income (loss) attributable to Frank's International N.V.
|
(31,398
|
)
|
|
20,830
|
|
|
$
|
(32,170
|
)
|
|
$
|
55,109
|
|
||
Preferred stock dividends
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||
Net income (loss) available to Frank's International N.V.
|
|
|
|
|
|
|
|
||||||||
common shareholders
|
$
|
(31,399
|
)
|
|
$
|
20,828
|
|
|
$
|
(32,171
|
)
|
|
$
|
55,107
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.20
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.36
|
|
Diluted
|
$
|
(0.20
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
155,440
|
|
|
154,344
|
|
|
155,342
|
|
|
154,337
|
|
||||
Diluted
|
155,440
|
|
|
209,114
|
|
|
155,342
|
|
|
208,804
|
|
FRANK'S INTERNATIONAL N.V.
|
|||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||||||
(In thousands)
|
|||||||||||||||
(Unaudited)
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(45,287
|
)
|
|
$
|
28,853
|
|
|
$
|
(47,695
|
)
|
|
$
|
75,254
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(912
|
)
|
|
3,173
|
|
|
1,750
|
|
|
(8,574
|
)
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Unrealized gain (loss) on marketable securities
|
700
|
|
|
(1,413
|
)
|
|
1,116
|
|
|
(1,291
|
)
|
||||
Deferred tax asset / liability change
|
(235
|
)
|
|
5
|
|
|
(460
|
)
|
|
237
|
|
||||
Unrealized gain (loss) on marketable securities, net of tax
|
465
|
|
|
(1,408
|
)
|
|
656
|
|
|
(1,054
|
)
|
||||
Total other comprehensive income (loss)
|
(447
|
)
|
|
1,765
|
|
|
2,406
|
|
|
(9,628
|
)
|
||||
Comprehensive income (loss)
|
(45,734
|
)
|
|
30,618
|
|
|
(45,289
|
)
|
|
65,626
|
|
||||
Less: Comprehensive income (loss) attributable to noncontrolling interest
|
(14,003
|
)
|
|
8,475
|
|
|
(14,916
|
)
|
|
17,689
|
|
||||
Comprehensive income (loss) attributable to Frank's International N.V.
|
$
|
(31,731
|
)
|
|
$
|
22,143
|
|
|
$
|
(30,373
|
)
|
|
$
|
47,937
|
|
FRANK'S INTERNATIONAL N.V.
|
||||||||||||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Six Months Ended June 30, 2015
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
|
|
Non-
|
|
Total
|
|||||||||||||||
|
Common Stock
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Treasury
|
|
controlling
|
|
Stockholders'
|
|||||||||||||||||
|
Shares
|
|
Value
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Stock
|
|
Interest
|
|
Equity
|
|||||||||||||||
Balances at December 31, 2014
|
154,327
|
|
|
$
|
2,033
|
|
|
$
|
683,611
|
|
|
$
|
545,357
|
|
|
$
|
(14,210
|
)
|
|
$
|
(4,801
|
)
|
|
$
|
260,546
|
|
|
$
|
1,472,536
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
55,109
|
|
|
—
|
|
|
—
|
|
|
20,145
|
|
|
75,254
|
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,386
|
)
|
|
—
|
|
|
(2,188
|
)
|
|
(8,574
|
)
|
|||||||
Unrealized loss on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(786
|
)
|
|
—
|
|
|
(268
|
)
|
|
(1,054
|
)
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
18,657
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,657
|
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,479
|
)
|
|
(32,479
|
)
|
|||||||
Common stock dividends ($0.30 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,305
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,305
|
)
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Common shares issued upon vesting of restricted stock units
|
72
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Treasury shares withheld
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(533
|
)
|
|
—
|
|
|
(533
|
)
|
|||||||
Balances at June 30, 2015
|
154,373
|
|
|
$
|
2,034
|
|
|
$
|
702,267
|
|
|
$
|
554,159
|
|
|
$
|
(21,382
|
)
|
|
$
|
(5,334
|
)
|
|
$
|
245,756
|
|
|
$
|
1,477,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Six Months Ended June 30, 2016
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
|
|
Non-
|
|
Total
|
|||||||||||||||
|
Common Stock
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Treasury
|
|
controlling
|
|
Stockholders'
|
|||||||||||||||||
|
Shares
|
|
Value
|
|
Capital
|
|
Earnings
|
|
Loss
|
|
Stock
|
|
Interest
|
|
Equity
|
|||||||||||||||
Balances at December 31, 2015
|
155,146
|
|
|
$
|
2,045
|
|
|
$
|
712,486
|
|
|
$
|
531,621
|
|
|
$
|
(25,555
|
)
|
|
$
|
(9,298
|
)
|
|
$
|
240,127
|
|
|
$
|
1,451,426
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,170
|
)
|
|
—
|
|
|
—
|
|
|
(15,525
|
)
|
|
(47,695
|
)
|
|||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,306
|
|
|
—
|
|
|
444
|
|
|
1,750
|
|
|||||||
Unrealized gain on marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
491
|
|
|
—
|
|
|
165
|
|
|
656
|
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
8,528
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,528
|
|
|||||||
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,027
|
)
|
|
(8,027
|
)
|
|||||||
Common stock dividends ($0.30 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,842
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(46,842
|
)
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Common shares issued upon vesting of restricted stock units
|
384
|
|
|
4
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common shares issued for ESPP
|
76
|
|
|
1
|
|
|
972
|
|
|
|
|
|
|
|
|
|
|
973
|
|
|||||||||||
Treasury shares withheld
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,396
|
)
|
|
—
|
|
|
(1,396
|
)
|
|||||||
Balances at June 30, 2016
|
155,515
|
|
|
$
|
2,050
|
|
|
$
|
721,982
|
|
|
$
|
452,608
|
|
|
$
|
(23,758
|
)
|
|
$
|
(10,694
|
)
|
|
$
|
217,184
|
|
|
$
|
1,359,372
|
|
FRANK'S INTERNATIONAL N.V.
|
|||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
(In thousands)
|
|||||||
(Unaudited)
|
|||||||
|
|
|
|
||||
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net income (loss)
|
$
|
(47,695
|
)
|
|
$
|
75,254
|
|
Adjustments to reconcile net income (loss) to cash provided by operating activities
|
|
|
|
||||
Depreciation and amortization
|
57,733
|
|
|
51,711
|
|
||
Equity-based compensation expense
|
8,528
|
|
|
18,657
|
|
||
Amortization of deferred financing costs
|
82
|
|
|
82
|
|
||
Deferred tax provision (benefit)
|
(9,071
|
)
|
|
9,727
|
|
||
Provision for bad debts
|
10,374
|
|
|
335
|
|
||
(Gain) loss on sale of assets
|
(1,049
|
)
|
|
871
|
|
||
Changes in fair value of marketable securities
|
(329
|
)
|
|
(404
|
)
|
||
Unrealized gain on derivative
|
(319
|
)
|
|
—
|
|
||
Other
|
—
|
|
|
(3,909
|
)
|
||
Changes in operating assets and liabilities
|
|
|
|
||||
Accounts receivable
|
68,766
|
|
|
66,188
|
|
||
Inventories
|
11,378
|
|
|
17,499
|
|
||
Other current assets
|
3,058
|
|
|
8,669
|
|
||
Other assets
|
188
|
|
|
2,148
|
|
||
Accounts payable
|
(2,166
|
)
|
|
1,778
|
|
||
Deferred revenue
|
(21,223
|
)
|
|
(18,574
|
)
|
||
Accrued and other current liabilities
|
(17,958
|
)
|
|
(16,854
|
)
|
||
Other non-current liabilities
|
(2,260
|
)
|
|
2,734
|
|
||
Net cash provided by operating activities
|
58,037
|
|
|
215,912
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Acquisition of Timco Services, Inc. (net of acquired cash)
|
—
|
|
|
(78,676
|
)
|
||
Purchases of property, plant and equipment
|
(18,371
|
)
|
|
(70,843
|
)
|
||
Proceeds from sale of assets and equipment
|
1,957
|
|
|
214
|
|
||
Purchase of marketable securities
|
(838
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(17,252
|
)
|
|
(149,305
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Repayments of borrowings
|
(4,960
|
)
|
|
(37
|
)
|
||
Proceeds from borrowings
|
256
|
|
|
—
|
|
||
Dividends paid on common stock
|
(46,842
|
)
|
|
(46,305
|
)
|
||
Dividends paid on preferred stock
|
(1
|
)
|
|
(2
|
)
|
||
Distribution to noncontrolling interest
|
(8,027
|
)
|
|
(32,479
|
)
|
||
Treasury shares withheld
|
(1,396
|
)
|
|
(533
|
)
|
||
Proceeds from the issuance of ESPP shares
|
973
|
|
|
—
|
|
||
Net cash used in financing activities
|
(59,997
|
)
|
|
(79,356
|
)
|
||
Effect of exchange rate changes on cash
|
(1,776
|
)
|
|
(1,860
|
)
|
||
Net increase (decrease) in cash
|
(20,988
|
)
|
|
(14,609
|
)
|
||
Cash and cash equivalents at beginning of period
|
602,359
|
|
|
489,354
|
|
||
Cash and cash equivalents at end of period
|
$
|
581,371
|
|
|
$
|
474,745
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss)
|
$
|
(45,287
|
)
|
|
$
|
28,853
|
|
|
$
|
(47,695
|
)
|
|
$
|
75,254
|
|
Add: Provision (benefit) for U.S. income taxes of FINV (1)
|
(9,609
|
)
|
|
813
|
|
|
(13,493
|
)
|
|
7,076
|
|
||||
Less: (Income) of FINV (2)
|
88
|
|
|
1,773
|
|
|
(74
|
)
|
|
(3,390
|
)
|
||||
Net income (loss) subject to noncontrolling interest
|
(54,808
|
)
|
|
31,439
|
|
|
(61,262
|
)
|
|
78,940
|
|
||||
Noncontrolling interest percentage (3)
|
25.3
|
%
|
|
25.5
|
%
|
|
25.3
|
%
|
|
25.5
|
%
|
||||
Net income (loss) attributable to noncontrolling interest
|
$
|
(13,889
|
)
|
|
$
|
8,023
|
|
|
$
|
(15,525
|
)
|
|
$
|
20,145
|
|
|
|
|
(1)
|
Represents income tax expense (benefit) of entities outside of FICV as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV.
|
(2)
|
Represents results of operations for entities outside of FICV.
|
(3)
|
Represents the economic interest in FICV held by MHI. This percentage will change as additional shares of FINV common stock are issued.
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Trade accounts receivable, net of allowance
|
|
|
|
||||
of $12,421 and $2,528, respectively
|
$
|
99,620
|
|
|
$
|
166,256
|
|
Unbilled revenue
|
32,815
|
|
|
40,033
|
|
||
Taxes receivable
|
32,849
|
|
|
34,163
|
|
||
Affiliated (1)
|
608
|
|
|
3,966
|
|
||
Other receivables
|
3,017
|
|
|
1,773
|
|
||
Total accounts receivable
|
$
|
168,909
|
|
|
$
|
246,191
|
|
|
|
|
(1)
|
Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income.
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Pipe and connectors
|
$
|
119,818
|
|
|
$
|
137,245
|
|
Finished goods
|
4,245
|
|
|
4,020
|
|
||
Work in progress
|
5,955
|
|
|
5,230
|
|
||
Raw materials, components and supplies
|
15,168
|
|
|
14,768
|
|
||
Total inventories
|
$
|
145,186
|
|
|
$
|
161,263
|
|
|
Estimated
Useful Lives
in Years
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
Land
|
—
|
|
$
|
14,176
|
|
|
$
|
10,119
|
|
Land improvements
|
8-15
|
|
9,378
|
|
|
9,289
|
|
||
Buildings and improvements
|
39
|
|
70,615
|
|
|
74,152
|
|
||
Rental machinery and equipment
|
7
|
|
906,542
|
|
|
898,134
|
|
||
Machinery and equipment - other
|
7
|
|
60,223
|
|
|
60,250
|
|
||
Furniture, fixtures and computers
|
5
|
|
18,272
|
|
|
18,240
|
|
||
Automobiles and other vehicles
|
5
|
|
43,896
|
|
|
48,402
|
|
||
Aircraft
|
7
|
|
16,267
|
|
|
16,267
|
|
||
Leasehold improvements
|
7-15, or lease term if shorter
|
|
8,314
|
|
|
7,947
|
|
||
Construction in progress - machinery
and equipment and buildings
|
—
|
|
106,907
|
|
|
102,432
|
|
||
|
|
|
1,254,590
|
|
|
1,245,232
|
|
||
Less: Accumulated depreciation
|
|
|
(666,334
|
)
|
|
(620,273
|
)
|
||
Total property, plant and equipment, net
|
|
|
$
|
588,256
|
|
|
$
|
624,959
|
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
Marketable securities held in Rabbi Trust (1)
|
$
|
46,406
|
|
|
$
|
45,254
|
|
Deferred tax asset
|
177
|
|
|
536
|
|
||
Deposits
|
2,150
|
|
|
2,031
|
|
||
Other
|
6,125
|
|
|
5,112
|
|
||
Total other assets
|
$
|
54,858
|
|
|
$
|
52,933
|
|
|
|
|
(1)
|
See Note 10 – Fair Value Measurements
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Accrued compensation
|
$
|
18,019
|
|
|
$
|
25,281
|
|
Accrued property and other taxes
|
22,991
|
|
|
23,790
|
|
||
Accrued severance and other charges
|
19,939
|
|
|
22,244
|
|
||
Income taxes
|
4,317
|
|
|
7,385
|
|
||
Accrued inventory
|
491
|
|
|
5,281
|
|
||
Accrued medical claims
|
3,440
|
|
|
4,141
|
|
||
Accrued purchase orders
|
4,425
|
|
|
5,562
|
|
||
Other
|
16,420
|
|
|
18,200
|
|
||
Total accrued and other current liabilities
|
$
|
90,042
|
|
|
$
|
111,884
|
|
•
|
Level 1: Unadjusted, quoted prices for identical assets or liabilities in active markets.
|
•
|
Level 2: Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly for substantially the full term of the asset or liability.
|
•
|
Level 3: Significant, unobservable inputs for use when little or no market data exists, requiring a significant degree of judgment.
|
|
Quoted Prices
in Active
Markets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
|
||||||||
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
Total
|
||||||||
June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
529
|
|
|
$
|
—
|
|
|
$
|
529
|
|
Investments available-for-sale:
|
|
|
|
|
|
|
|
||||||||
Marketable securities - deferred
|
|
|
|
|
|
|
|
||||||||
compensation plan
|
—
|
|
|
46,406
|
|
|
—
|
|
|
46,406
|
|
||||
Marketable securities - other
|
3,664
|
|
|
—
|
|
|
—
|
|
|
3,664
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Marketable securities - deferred
|
|
|
|
|
|
|
|
||||||||
compensation plan
|
—
|
|
|
41,262
|
|
|
—
|
|
|
41,262
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
210
|
|
|
$
|
—
|
|
|
$
|
210
|
|
Investments available-for-sale:
|
|
|
|
|
|
|
|
||||||||
Marketable securities - deferred
|
|
|
|
|
|
|
|
||||||||
compensation plan
|
—
|
|
|
45,254
|
|
|
—
|
|
|
45,254
|
|
||||
Marketable securities - other
|
2,387
|
|
|
—
|
|
|
—
|
|
|
2,387
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Marketable securities - deferred
|
|
|
|
|
|
|
|
||||||||
compensation plan
|
—
|
|
|
43,568
|
|
|
—
|
|
|
43,568
|
|
|
|
June 30, 2016
|
||||||
|
|
Notional
|
|
Contractual
|
|
Settlement
|
||
Derivative Contracts
|
|
Amount
|
|
Exchange Rate
|
|
Date
|
||
Canadian dollar
|
|
$
|
3,765
|
|
|
1.2749
|
|
9/13/2016
|
Euro
|
|
4,420
|
|
|
1.1334
|
|
9/13/2016
|
|
Euro
|
|
3,470
|
|
|
1.1192
|
|
7/14/2016
|
|
Norwegian kroner
|
|
5,891
|
|
|
8.1482
|
|
9/13/2016
|
|
Pound sterling
|
|
3,620
|
|
|
1.4480
|
|
9/13/2016
|
|
|
December 31, 2015
|
||||||
|
|
Notional
|
|
Contractual
|
|
Settlement
|
||
Derivative Contracts
|
|
Amount
|
|
Exchange Rate
|
|
Date
|
||
Canadian dollar
|
|
$
|
5,091
|
|
|
1.3751
|
|
1/13/2016
|
Euro
|
|
19,706
|
|
|
1.0948
|
|
1/13/2016
|
|
Norwegian kroner
|
|
11,498
|
|
|
8.6973
|
|
1/13/2016
|
|
Pound sterling
|
|
7,516
|
|
|
1.5031
|
|
1/13/2016
|
Derivatives not Designated as Hedging Instruments
|
|
Consolidated Balance Sheet Location
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Foreign currency contracts
|
|
Accounts receivable, net
|
|
$
|
529
|
|
|
$
|
210
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
|
|
June 30,
|
|
June 30,
|
||||||||||||
Derivatives not Designated as Hedging Instruments
|
|
Location of Loss Recognized in Income on Derivative Contracts
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Unrealized gain on foreign currency contracts
|
Other income
|
|
$
|
1,293
|
|
|
$
|
—
|
|
|
$
|
319
|
|
|
$
|
—
|
|
|
Realized loss on foreign currency contracts
|
|
Other income
|
|
(865
|
)
|
|
—
|
|
|
(1,579
|
)
|
|
—
|
|
||||
Total net income (loss) on foreign currency contracts
|
|
|
|
$
|
428
|
|
|
$
|
—
|
|
|
$
|
(1,260
|
)
|
|
$
|
—
|
|
|
|
Derivative Asset Positions
|
|
Derivative Liability Positions
|
||||||||||||
|
|
June 30, 2016
|
|
December 31, 2015
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||
Gross position - asset / (liability)
|
|
$
|
551
|
|
|
$
|
316
|
|
|
$
|
(22
|
)
|
|
$
|
(106
|
)
|
Netting adjustment
|
|
(22
|
)
|
|
(106
|
)
|
|
22
|
|
|
106
|
|
||||
Net position - asset / (liability)
|
|
$
|
529
|
|
|
$
|
210
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator - Basic
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
(45,287
|
)
|
|
$
|
28,853
|
|
|
$
|
(47,695
|
)
|
|
$
|
75,254
|
|
Less: Net (income) loss attributable to noncontrolling interest
|
13,889
|
|
|
(8,023
|
)
|
|
15,525
|
|
|
(20,145
|
)
|
||||
Less: Preferred stock dividends
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||
Net income (loss) available to common shareholders
|
$
|
(31,399
|
)
|
|
$
|
20,828
|
|
|
$
|
(32,171
|
)
|
|
$
|
55,107
|
|
|
|
|
|
|
|
|
|
||||||||
Numerator - Diluted
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to common shareholders
|
$
|
(31,399
|
)
|
|
$
|
20,828
|
|
|
$
|
(32,171
|
)
|
|
$
|
55,107
|
|
Add: Net income attributable to noncontrolling interest (1), (2)
|
—
|
|
|
7,664
|
|
|
—
|
|
|
17,602
|
|
||||
Add: Preferred stock dividends (2)
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Dilutive net income (loss) available to common shareholders
|
$
|
(31,399
|
)
|
|
$
|
28,494
|
|
|
$
|
(32,171
|
)
|
|
$
|
72,711
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares
|
155,440
|
|
|
154,344
|
|
|
155,342
|
|
|
154,337
|
|
||||
Exchange of noncontrolling interest for common stock (Note 11), (2)
|
—
|
|
|
52,976
|
|
|
—
|
|
|
52,976
|
|
||||
Restricted stock units (2)
|
—
|
|
|
1,789
|
|
|
—
|
|
|
1,489
|
|
||||
Stock to be issued pursuant to ESPP (2)
|
—
|
|
|
5
|
|
|
—
|
|
|
2
|
|
||||
Diluted weighted average common shares
|
155,440
|
|
|
209,114
|
|
|
155,342
|
|
|
208,804
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.20
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.36
|
|
Diluted
|
$
|
(0.20
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.21
|
)
|
|
$
|
0.35
|
|
|
|
|
|
|
|
|
|
|
||||||||
(1)
|
Adjusted for the additional tax expense upon the assumed conversion of the Preferred Stock
|
$
|
—
|
|
|
$
|
359
|
|
|
$
|
—
|
|
|
$
|
2,543
|
|
(2)
|
Approximate number of shares of potentially convertible preferred stock to common stock, unvested restricted stock units and stock to be issued pursuant to the ESPP have been excluded from the computation of diluted earnings (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss.
|
54,534
|
|
|
—
|
|
|
54,489
|
|
|
—
|
|
|
International Services
|
|
U.S. Services
|
|
Tubular Sales
|
|
Total
|
||||||||
Beginning balance, December 31, 2015
|
$
|
78
|
|
|
$
|
22,166
|
|
|
$
|
—
|
|
|
$
|
22,244
|
|
Additions for costs expensed
|
2,590
|
|
|
1,549
|
|
|
185
|
|
|
4,324
|
|
||||
Other adjustments
|
—
|
|
|
(341
|
)
|
|
341
|
|
|
—
|
|
||||
Severance and other payments
|
(2,167
|
)
|
|
(3,936
|
)
|
|
(526
|
)
|
|
(6,629
|
)
|
||||
Ending balance, June 30, 2016
|
$
|
501
|
|
|
$
|
19,438
|
|
|
$
|
—
|
|
|
$
|
19,939
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
International Services
|
$
|
(4,159
|
)
|
|
$
|
55,311
|
|
|
$
|
27,220
|
|
|
$
|
107,596
|
|
U.S. Services
|
(11,318
|
)
|
|
16,714
|
|
|
(10,500
|
)
|
|
61,662
|
|
||||
Tubular Sales
|
1,624
|
|
|
7,978
|
|
|
1,178
|
|
|
11,097
|
|
||||
Corporate and other
|
180
|
|
|
31
|
|
|
202
|
|
|
24
|
|
||||
Adjusted EBITDA Total
|
(13,673
|
)
|
|
80,034
|
|
|
18,100
|
|
|
180,379
|
|
||||
Interest income (expense), net
|
198
|
|
|
(31
|
)
|
|
404
|
|
|
(23
|
)
|
||||
Income tax benefit (expense)
|
7,705
|
|
|
(10,629
|
)
|
|
8,511
|
|
|
(21,891
|
)
|
||||
Depreciation and amortization
|
(28,283
|
)
|
|
(27,710
|
)
|
|
(57,733
|
)
|
|
(51,711
|
)
|
||||
Gain (loss) on sale of assets
|
279
|
|
|
(687
|
)
|
|
1,049
|
|
|
(871
|
)
|
||||
Foreign currency loss
|
(4,170
|
)
|
|
(2,767
|
)
|
|
(4,211
|
)
|
|
(1,234
|
)
|
||||
Equity-based compensation expense
|
(4,320
|
)
|
|
(8,308
|
)
|
|
(8,528
|
)
|
|
(16,373
|
)
|
||||
Severance and other charges
|
(3,718
|
)
|
|
(1,049
|
)
|
|
(4,324
|
)
|
|
(13,022
|
)
|
||||
Unrealized and realized gains (losses)
|
695
|
|
|
—
|
|
|
(963
|
)
|
|
—
|
|
||||
Income (loss) from continuing operations
|
$
|
(45,287
|
)
|
|
$
|
28,853
|
|
|
$
|
(47,695
|
)
|
|
$
|
75,254
|
|
|
International
Services
|
|
U.S.
Services
|
|
Tubular Sales
|
|
Corporate
and Other
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from external customers
|
$
|
57,350
|
|
|
$
|
37,118
|
|
|
$
|
26,478
|
|
|
$
|
—
|
|
|
$
|
120,946
|
|
Inter-segment revenues
|
29
|
|
|
3,940
|
|
|
4,351
|
|
|
(8,320
|
)
|
|
—
|
|
|||||
Adjusted EBITDA
|
(4,159
|
)
|
|
(11,318
|
)
|
|
1,624
|
|
|
180
|
|
|
(13,673
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Three Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from external customers
|
$
|
122,640
|
|
|
$
|
78,418
|
|
|
$
|
53,246
|
|
|
$
|
—
|
|
|
$
|
254,304
|
|
Inter-segment revenues
|
229
|
|
|
6,644
|
|
|
10,544
|
|
|
(17,417
|
)
|
|
—
|
|
|||||
Adjusted EBITDA
|
55,311
|
|
|
16,714
|
|
|
7,978
|
|
|
31
|
|
|
80,034
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from external customers
|
$
|
140,412
|
|
|
$
|
85,898
|
|
|
$
|
48,122
|
|
|
$
|
—
|
|
|
$
|
274,432
|
|
Inter-segment revenues
|
45
|
|
|
8,050
|
|
|
10,017
|
|
|
(18,112
|
)
|
|
—
|
|
|||||
Adjusted EBITDA
|
27,220
|
|
|
(10,500
|
)
|
|
1,178
|
|
|
202
|
|
|
18,100
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Six Months Ended June 30, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue from external customers
|
$
|
246,841
|
|
|
$
|
187,704
|
|
|
$
|
97,196
|
|
|
$
|
—
|
|
|
$
|
531,741
|
|
Inter-segment revenues
|
606
|
|
|
14,558
|
|
|
22,435
|
|
|
(37,599
|
)
|
|
—
|
|
|||||
Adjusted EBITDA
|
107,596
|
|
|
61,662
|
|
|
11,097
|
|
|
24
|
|
|
180,379
|
|
•
|
our business strategy and prospects for growth;
|
•
|
our cash flows and liquidity;
|
•
|
our financial strategy, budget, projections and operating results;
|
•
|
the amount, nature and timing of capital expenditures;
|
•
|
the availability and terms of capital;
|
•
|
competition and government regulations; and
|
•
|
general economic conditions.
|
•
|
the level of activity in the oil and gas industry;
|
•
|
further or sustained declines in oil and gas prices;
|
•
|
unique risks associated with our offshore operations;
|
•
|
political, economic and regulatory uncertainties in our international operations;
|
•
|
our ability to develop new technologies and products;
|
•
|
our ability to protect our intellectual property rights;
|
•
|
our ability to employ and retain skilled and qualified workers;
|
•
|
the level of competition in our industry;
|
•
|
operational safety laws and regulations; and
|
•
|
weather conditions and natural disasters.
|
•
|
International Services.
We currently provide our services in approximately 60 countries on six continents. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies.
|
•
|
U.S. Services.
We service customers in the offshore areas of the U.S. Gulf of Mexico. In addition, we have a presence in almost all of the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Bakken Shale, Barnett Shale, Eagle Ford Shale, Haynesville Shale, Marcellus Shale and Utica Shale.
|
•
|
Tubular Sales.
We design and distribute large outside diameter ("OD") pipe, connectors and casing attachments and sell large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
(45,287
|
)
|
|
$
|
28,853
|
|
|
$
|
(47,695
|
)
|
|
$
|
75,254
|
|
Interest (income) expense, net
|
(198
|
)
|
|
31
|
|
|
(404
|
)
|
|
23
|
|
||||
Depreciation and amortization
|
28,283
|
|
|
27,710
|
|
|
57,733
|
|
|
51,711
|
|
||||
Income tax (benefit) expense
|
(7,705
|
)
|
|
10,629
|
|
|
(8,511
|
)
|
|
21,891
|
|
||||
(Gain) loss on sale of assets
|
(279
|
)
|
|
687
|
|
|
(1,049
|
)
|
|
871
|
|
||||
Foreign currency loss
|
4,170
|
|
|
2,767
|
|
|
4,211
|
|
|
1,234
|
|
||||
Equity-based compensation expense
|
4,320
|
|
|
8,308
|
|
|
8,528
|
|
|
16,373
|
|
||||
Severance and other charges (See Note 17)
|
3,718
|
|
|
1,049
|
|
|
4,324
|
|
|
13,022
|
|
||||
Unrealized and realized (gains) losses
|
(695
|
)
|
|
—
|
|
|
963
|
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
(13,673
|
)
|
|
$
|
80,034
|
|
|
$
|
18,100
|
|
|
$
|
180,379
|
|
Adjusted EBITDA margin
|
(11.3
|
)%
|
|
31.5
|
%
|
|
6.6
|
%
|
|
33.9
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Equipment rentals and services
|
$
|
95,177
|
|
|
$
|
201,282
|
|
|
$
|
226,434
|
|
|
$
|
433,687
|
|
Products
(1)
|
25,769
|
|
|
53,022
|
|
|
47,998
|
|
|
98,054
|
|
||||
Total revenue
|
120,946
|
|
|
254,304
|
|
|
274,432
|
|
|
531,741
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues, exclusive of
|
|
|
|
|
|
|
|
||||||||
depreciation and amortization
|
|
|
|
|
|
|
|
||||||||
Equipment rentals and services
|
52,564
|
|
|
76,692
|
|
|
108,365
|
|
|
170,292
|
|
||||
Products
|
17,028
|
|
|
33,060
|
|
|
29,357
|
|
|
55,907
|
|
||||
General and administrative expenses
|
70,310
|
|
|
73,797
|
|
|
129,262
|
|
|
143,594
|
|
||||
Depreciation and amortization
|
28,283
|
|
|
27,710
|
|
|
57,733
|
|
|
51,711
|
|
||||
Severance and other charges
|
3,718
|
|
|
1,049
|
|
|
4,324
|
|
|
13,022
|
|
||||
Gain (loss) on sale of assets
|
(279
|
)
|
|
687
|
|
|
(1,049
|
)
|
|
871
|
|
||||
Operating income (loss)
|
(50,678
|
)
|
|
41,309
|
|
|
(53,560
|
)
|
|
96,344
|
|
||||
|
|||||||||||||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Other income
|
1,658
|
|
|
971
|
|
|
1,161
|
|
|
2,058
|
|
||||
Interest income (expense), net
|
198
|
|
|
(31
|
)
|
|
404
|
|
|
(23
|
)
|
||||
Foreign currency loss
|
(4,170
|
)
|
|
(2,767
|
)
|
|
(4,211
|
)
|
|
(1,234
|
)
|
||||
Total other income (expense)
|
(2,314
|
)
|
|
(1,827
|
)
|
|
(2,646
|
)
|
|
801
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income tax expense (benefit)
|
(52,992
|
)
|
|
39,482
|
|
|
(56,206
|
)
|
|
97,145
|
|
||||
Income tax expense (benefit)
|
(7,705
|
)
|
|
10,629
|
|
|
(8,511
|
)
|
|
21,891
|
|
||||
Net income (loss)
|
(45,287
|
)
|
|
28,853
|
|
|
(47,695
|
)
|
|
75,254
|
|
||||
Less: Net income (loss) attributable to noncontrolling interest
|
(13,889
|
)
|
|
8,023
|
|
|
(15,525
|
)
|
|
20,145
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Frank's International N.V.
|
$
|
(31,398
|
)
|
|
$
|
20,830
|
|
|
$
|
(32,170
|
)
|
|
$
|
55,109
|
|
|
|
|
(1)
|
Consolidated products revenue includes a small amount of revenues attributable to the U.S. Services and International Services segments.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
International Services
|
$
|
57,379
|
|
|
$
|
122,869
|
|
|
$
|
140,457
|
|
|
$
|
247,447
|
|
U.S. Services
|
41,058
|
|
|
85,062
|
|
|
93,948
|
|
|
202,262
|
|
||||
Tubular Sales
|
30,829
|
|
|
63,790
|
|
|
58,139
|
|
|
119,631
|
|
||||
Intersegment sales
|
(8,320
|
)
|
|
(17,417
|
)
|
|
(18,112
|
)
|
|
(37,599
|
)
|
||||
Total
|
$
|
120,946
|
|
|
$
|
254,304
|
|
|
$
|
274,432
|
|
|
$
|
531,741
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
|
|
||||||||
International Services
|
$
|
(4,159
|
)
|
|
$
|
55,311
|
|
|
$
|
27,220
|
|
|
$
|
107,596
|
|
U.S. Services
|
(11,318
|
)
|
|
16,714
|
|
|
(10,500
|
)
|
|
61,662
|
|
||||
Tubular Sales
|
1,624
|
|
|
7,978
|
|
|
1,178
|
|
|
11,097
|
|
||||
Corporate and other (1)
|
180
|
|
|
31
|
|
|
202
|
|
|
24
|
|
||||
Adjusted EBITDA Total (2)
|
(13,673
|
)
|
|
80,034
|
|
|
18,100
|
|
|
180,379
|
|
||||
Interest income (expense), net
|
198
|
|
|
(31
|
)
|
|
404
|
|
|
(23
|
)
|
||||
Income tax benefit (expense)
|
7,705
|
|
|
(10,629
|
)
|
|
8,511
|
|
|
(21,891
|
)
|
||||
Depreciation and amortization
|
(28,283
|
)
|
|
(27,710
|
)
|
|
(57,733
|
)
|
|
(51,711
|
)
|
||||
Gain (loss) on sale of assets
|
279
|
|
|
(687
|
)
|
|
1,049
|
|
|
(871
|
)
|
||||
Foreign currency loss
|
(4,170
|
)
|
|
(2,767
|
)
|
|
(4,211
|
)
|
|
(1,234
|
)
|
||||
Equity-based compensation expense
|
(4,320
|
)
|
|
(8,308
|
)
|
|
(8,528
|
)
|
|
(16,373
|
)
|
||||
Severance and other charges
|
(3,718
|
)
|
|
(1,049
|
)
|
|
(4,324
|
)
|
|
(13,022
|
)
|
||||
Unrealized and realized gains (losses)
|
695
|
|
|
—
|
|
|
(963
|
)
|
|
—
|
|
||||
Income (loss) from continuing operations
|
$
|
(45,287
|
)
|
|
$
|
28,853
|
|
|
$
|
(47,695
|
)
|
|
$
|
75,254
|
|
|
|
|
(1)
|
Corporate and other represents amounts not directly associated with an operating segment.
|
(2)
|
Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies.
|
|
|
Six Months Ended
|
|
||||||
|
|
June 30,
|
|
||||||
|
|
2016
|
|
2015
|
|
||||
|
Operating activities
|
$
|
58,037
|
|
|
$
|
215,912
|
|
|
|
Investing activities
|
(17,252
|
)
|
|
(149,305
|
)
|
|
||
|
Financing activities
|
(59,997
|
)
|
|
(79,356
|
)
|
|
||
|
|
(19,212
|
)
|
|
(12,749
|
)
|
|
||
|
Effect of exchange rate changes on cash activities
|
(1,776
|
)
|
|
(1,860
|
)
|
|
||
|
Decrease in cash and cash equivalents
|
$
|
(20,988
|
)
|
|
$
|
(14,609
|
)
|
|
|
|
|
|
|
|
Fair Value at
|
||||
|
|
Notional
|
|
Contractual
|
|
June 30,
|
||||
Foreign Currency
|
|
Amount
|
|
Exchange Rate
|
|
2016
|
||||
Canadian dollar
|
|
$
|
3,765
|
|
|
1.2749
|
|
$
|
67
|
|
Euro
|
|
4,420
|
|
|
1.1334
|
|
73
|
|
||
Euro
|
|
3,470
|
|
|
1.1192
|
|
(22
|
)
|
||
Norwegian kroner
|
|
5,891
|
|
|
8.1482
|
|
150
|
|
||
Pound sterling
|
|
3,620
|
|
|
1.4480
|
|
261
|
|
||
|
|
|
|
|
|
$
|
529
|
|
|
|
|
|
|
|
Fair Value at
|
||||
|
|
Notional
|
|
Contractual
|
|
December 31,
|
||||
Foreign Currency
|
|
Amount
|
|
Exchange Rate
|
|
2015
|
||||
Canadian dollar
|
|
$
|
5,091
|
|
|
1.3751
|
|
$
|
48
|
|
Euro
|
|
19,706
|
|
|
1.0948
|
|
(106
|
)
|
||
Norwegian kroner
|
|
11,498
|
|
|
8.6973
|
|
162
|
|
||
Pound sterling
|
|
7,516
|
|
|
1.5031
|
|
106
|
|
||
|
|
|
|
|
|
$
|
210
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures.
|
(b)
|
Change in Internal Control Over Financial Reporting.
|
|
|
|
FRANK'S INTERNATIONAL N.V.
|
|
|
|
|
Date: July 28, 2016
|
|
By:
|
/s/ Jeffrey J. Bird
|
|
|
|
Jeffrey J. Bird
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
3.1
|
Deed of Amendment to Articles of Association of Frank's International N.V., dated May 14, 2014 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 16, 2014).
|
*†10.1
|
Frank’s International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form).
|
*31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14 (a) under the Securities Exchange Act of 1934.
|
*31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
|
**32.1
|
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
|
**32.2
|
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
|
*101.INS
|
XBRL Instance Document.
|
*101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
*101.CAL
|
XBRL Taxonomy Calculation Linkbase Document.
|
*101.DEF
|
XBRL Taxonomy Definition Linkbase Document.
|
*101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
*101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
†
|
Represents management contract or compensatory plan or arrangement.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
FRANK'S INTERNATIONAL N.V.
|
|||
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
|
|
GRANTEE
|
|||
|
|
|
|
|
|
|
|
Print Name:
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q (this "report") of Frank’s International N.V. (“the registrant”);
|
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.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q (this "report") of Frank’s International N.V. (“the registrant”);
|
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.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
July 28, 2016
|
|
/s/ Gary P. Luquette
|
|
|
|
Gary P. Luquette
|
|
|
|
President and Chief Executive Officer
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
July 28, 2016
|
|
/s/ Jeffrey J. Bird
|
|
|
|
Jeffrey J. Bird
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|