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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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Securities registered pursuant to Section 12(b) of the Act:
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||
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Title of each class
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Name of exchange on which registered
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Common Stock, €0.01 par value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
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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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FRANK'S INTERNATIONAL N.V.
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||
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2016
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TABLE OF CONTENTS
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Page
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PART I
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||
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|
Item 1.
|
Business
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|
Item 1A.
|
Risk Factors
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|
Item 1B.
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Unresolved Staff Comments
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Item 2.
|
Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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|
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PART II
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||
|
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Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and
|
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Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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||
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Item 10.
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Directors, Executive Officers and Corporate Governance
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Item 11.
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Executive Compensation
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and
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Related Stockholder Matters
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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Item 14.
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Principal Accounting Fees and Services
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|
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PART IV
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||
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Item 15.
|
Exhibits and Financial Statement Schedules
|
|
|
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|
Signatures
|
||
|
|
|
•
|
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, including those resulting from weak global demand;
|
•
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the timing, magnitude, probability and/or sustainability of any oil and gas price recovery;
|
•
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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;
|
•
|
weather conditions and natural disasters; and
|
•
|
policy changes domestically in the United States.
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|
Year Ended December 31,
|
||||||||||||||||||
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2016
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|
2015
|
|
2014
|
||||||||||||||
|
Revenue
|
|
Percent
|
|
Revenue
|
|
Percent
|
|
Revenue
|
|
Percent
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
International Services
|
$
|
237,207
|
|
|
48.7%
|
|
$
|
442,107
|
|
|
45.3
|
%
|
|
$
|
537,259
|
|
|
46.6
|
%
|
U.S. Services
|
152,827
|
|
|
31.3%
|
|
326,437
|
|
|
33.5
|
%
|
|
439,638
|
|
|
38.1
|
%
|
|||
Tubular Sales
|
87,515
|
|
|
18.0%
|
|
206,056
|
|
|
21.2
|
%
|
|
175,735
|
|
|
15.3
|
%
|
|||
Blackhawk (1)
|
9,982
|
|
|
2.0%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Total
|
$
|
487,531
|
|
|
100.0%
|
|
$
|
974,600
|
|
|
100.0
|
%
|
|
$
|
1,152,632
|
|
|
100.0
|
%
|
•
|
the level of worldwide oil and gas exploration and production;
|
•
|
the cost of exploring for, producing and delivering oil and gas;
|
•
|
demand for energy, which is affected by worldwide economic activity and population growth;
|
•
|
the level of excess production capacity;
|
•
|
the discovery rate of new oil and gas reserves;
|
•
|
the ability of OPEC to set and maintain production levels for oil;
|
•
|
the level of production by non-OPEC countries;
|
•
|
U.S. and global political and economic uncertainty, socio-political unrest and instability or hostilities;
|
•
|
demand for, availability of and technological viability of, alternative sources of energy; and
|
•
|
technological advances affecting energy exploration, production, transportation and consumption.
|
•
|
hurricanes, ocean currents and other adverse weather conditions;
|
•
|
terrorist attacks, such as piracy;
|
•
|
failure of offshore equipment and facilities;
|
•
|
local and international political and economic conditions and policies and regulations related to offshore drilling;
|
•
|
unavailability of offshore drilling rigs in the markets that we operate;
|
•
|
the cost of offshore exploration for, and production and transportation of, oil and gas;
|
•
|
successful exploration for, and production and transportation of, oil and gas from onshore sources;
|
•
|
the availability and rate of discovery of new oil and gas reserves in offshore areas; and
|
•
|
the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production.
|
•
|
political, social and economic instability;
|
•
|
potential expropriation, seizure or nationalization of assets;
|
•
|
deprivation of contract rights;
|
•
|
increased operating costs;
|
•
|
inability to collect revenues due to shortages of convertible currency;
|
•
|
unwillingness of foreign governments to make new onshore and offshore areas available for drilling;
|
•
|
civil unrest and protests, strikes, acts of terrorism, war or other armed conflict;
|
•
|
import/export quotas;
|
•
|
confiscatory taxation or other adverse tax policies;
|
•
|
continued application of foreign tax treaties;
|
•
|
currency exchange controls;
|
•
|
currency exchange rate fluctuations and devaluations;
|
•
|
restrictions on the repatriation of funds; and
|
•
|
other forms of government regulation which are beyond our control.
|
•
|
federal, state and local 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.
|
•
|
the requirement that a majority of its supervisory board consist of independent directors;
|
•
|
the requirement that its nominating and governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
|
•
|
the requirement that its compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
|
•
|
authorize our management board, with the approval of our supervisory board, for a period of five years (which period is proposed to be renewed as per the 2017 annual general meeting on May 19, 2017) to issue common stock, including for defensive purposes, without shareholder approval; and
|
•
|
do not provide for shareholder action by written consent, thereby requiring all shareholder actions to be taken at a general meeting of shareholders.
|
•
|
the judgment was rendered by the foreign court that was (based on internationally accepted grounds) competent to take cognizance of the matter;
|
•
|
the judgment is the outcome of a proper judicial procedure (
behoorlijke rechtspleging
);
|
•
|
the judgment is not manifestly incompatible with the public policy (
openbare orde
) of the Netherlands; and
|
•
|
the judgment is not incompatible with an earlier (qualifying) judgment rendered between the same parties regarding the same issue.
|
Location
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Leased or
Owned
|
|
Principal/Most Significant Use
|
|
|
|
|
|
All Segments
|
|
|
|
|
Houston, Texas
|
|
Leased
|
|
Corporate office
|
Den Helder, the Netherlands
|
|
Owned
|
|
Regional operations and administration
|
|
|
|
|
|
U.S. Services and Tubular Sales Segments
|
|
|
|
|
Lafayette, Louisiana
|
|
Leased
|
|
Regional operations, manufacturing, engineering
|
|
|
|
|
and administration
|
|
|
|
|
|
International Services Segment
|
|
|
|
|
Aberdeen, Scotland
|
|
Owned
|
|
Regional operations, engineering and administration
|
Dubai, United Arab Emirates
|
|
Owned
|
|
Regional operations and administration
|
Norway
|
|
Owned
|
|
Local operations and administration
|
Singapore
|
|
Owned
|
|
Regional operations and administration
|
India
|
|
Owned
|
|
Administration
|
|
|
|
|
|
Blackhawk Segment
|
|
|
|
|
Houston, Texas
|
|
Leased
|
|
Headquarters and administration
|
Houma, Louisiana
|
|
Leased
|
|
Regional operations, manufacturing and
|
|
|
|
|
and administration
|
|
|
High
|
|
Low
|
|
Dividends
Per Share
|
||||||
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
17.07
|
|
|
$
|
12.34
|
|
|
$
|
0.150
|
|
Second Quarter
|
|
17.73
|
|
|
14.05
|
|
|
0.150
|
|
|||
Third Quarter
|
|
15.44
|
|
|
10.91
|
|
|
0.075
|
|
|||
Fourth Quarter
|
|
14.86
|
|
|
10.47
|
|
|
0.075
|
|
|||
|
|
|
|
|
|
|
||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
18.95
|
|
|
$
|
14.53
|
|
|
$
|
0.150
|
|
Second Quarter
|
|
21.50
|
|
|
18.25
|
|
|
0.150
|
|
|||
Third Quarter
|
|
18.90
|
|
|
13.66
|
|
|
0.150
|
|
|||
Fourth Quarter
|
|
18.14
|
|
|
14.80
|
|
|
0.150
|
|
*$100 invested on 8/9/13 in stock of 7/31/13 in index, including reinvestment of dividends.
Fiscal year ending December 31.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Financial Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
487,531
|
|
|
$
|
974,600
|
|
|
$
|
1,152,632
|
|
|
$
|
1,077,722
|
|
|
$
|
1,039,054
|
|
Income (loss) from continuing operations
|
(156,079
|
)
|
|
106,110
|
|
|
229,312
|
|
|
308,195
|
|
|
344,250
|
|
|||||
Total assets
|
1,588,061
|
|
|
1,726,838
|
|
|
1,758,681
|
|
|
1,561,195
|
|
|
1,107,961
|
|
|||||
Debt and capital lease obligations -
|
|
|
|
|
|
|
|
|
|
||||||||||
excluding affiliates
|
276
|
|
|
7,321
|
|
|
304
|
|
|
376
|
|
|
7,368
|
|
|||||
Long-term debt - affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
468,563
|
|
|||||
Total equity
|
1,311,319
|
|
|
1,451,426
|
|
|
1,472,536
|
|
|
1,333,327
|
|
|
446,988
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings Per Share Information:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.77
|
)
|
|
$
|
0.51
|
|
|
$
|
1.03
|
|
|
$
|
1.69
|
|
|
$
|
2.15
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.24
|
|
|
0.04
|
|
|||||
Total
|
$
|
(0.77
|
)
|
|
$
|
0.51
|
|
|
$
|
1.03
|
|
|
$
|
1.93
|
|
|
$
|
2.19
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(0.77
|
)
|
|
$
|
0.50
|
|
|
$
|
1.03
|
|
|
$
|
1.62
|
|
|
$
|
2.00
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.23
|
|
|
0.04
|
|
|||||
Total
|
$
|
(0.77
|
)
|
|
$
|
0.50
|
|
|
$
|
1.03
|
|
|
$
|
1.85
|
|
|
$
|
2.04
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares
|
|
|
|
|
|
|
|
|
|
||||||||||
outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
176,584
|
|
|
154,662
|
|
|
153,814
|
|
|
132,257
|
|
|
119,024
|
|
|||||
Diluted
|
176,584
|
|
|
209,152
|
|
|
207,828
|
|
|
185,506
|
|
|
172,000
|
|
|||||
Cash dividends per common share
|
$
|
0.45
|
|
|
$
|
0.60
|
|
|
$
|
0.45
|
|
|
$
|
0.075
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA (1)
|
$
|
25,031
|
|
|
$
|
319,086
|
|
|
$
|
451,513
|
|
|
$
|
438,739
|
|
|
$
|
439,524
|
|
|
|
(1)
|
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. For a definition and a reconciliation of Adjusted EBITDA to our income from continuing operations, its most directly comparable financial measure presented in accordance with GAAP, see Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations - How We Evaluate Our Operations - Adjusted EBITDA and Adjusted EBITDA Margin."
|
•
|
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 the active onshore oil and gas drilling regions in the U.S., including the
Permian Basin,
Eagle Ford Shale, Haynesville Shale, Marcellus Shale, DJ Basin and Utica Shale.
|
•
|
Tubular Sales.
We design, manufacture and distribute large 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.
|
•
|
Blackhawk.
We provide well construction and well intervention rental equipment, services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(156,079
|
)
|
|
$
|
106,110
|
|
|
$
|
229,312
|
|
Interest income, net
|
(2,073
|
)
|
|
(341
|
)
|
|
(87
|
)
|
|||
Depreciation and amortization
|
114,215
|
|
|
108,962
|
|
|
90,041
|
|
|||
Income tax (benefit) expense
|
(25,643
|
)
|
|
37,319
|
|
|
75,412
|
|
|||
(Gain) loss on sale of assets
|
1,117
|
|
|
(1,038
|
)
|
|
289
|
|
|||
Foreign currency loss
|
10,819
|
|
|
6,358
|
|
|
17,041
|
|
|||
Charges and credits
(1)
|
82,675
|
|
|
61,716
|
|
|
39,505
|
|
|||
Adjusted EBITDA
|
$
|
25,031
|
|
|
$
|
319,086
|
|
|
$
|
451,513
|
|
Adjusted EBITDA margin
|
5.1
|
%
|
|
32.7
|
%
|
|
39.2
|
%
|
|
|
(1)
|
Comprised of Equity-based compensation expense (2016:
$15,978
; 2015:
$26,318
; 2014:
$38,368
), Merger and acquisition costs (2016:
$13,784
; 2015:
none
; 2014:
none
), Severance and other charges (2016:
$46,406
; 2015:
$35,484
; 2014:
none
), Changes in value of contingent consideration (2016:
none
; 2015:
$(1,532)
; 2014:
none
), Unrealized and realized (gains) losses (2016:
$110
; 2015:
none
; 2014:
none
) and FCPA matters (2016:
$6,397
; 2015:
$1,446
; 2014:
$1,137
).
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
|
|
|
|
|
|
|||
TRIR
|
0.87
|
|
|
0.76
|
|
|
1.27
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Equipment rentals and services
|
$
|
397,369
|
|
|
$
|
766,252
|
|
|
$
|
969,703
|
|
Products
(1)
|
90,162
|
|
|
208,348
|
|
|
182,929
|
|
|||
Total revenue
|
487,531
|
|
|
974,600
|
|
|
1,152,632
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Cost of revenues, exclusive of depreciation and amortization
|
|
|
|
|
|
||||||
Equipment rentals and services
|
201,316
|
|
|
304,473
|
|
|
369,855
|
|
|||
Products
|
59,037
|
|
|
113,918
|
|
|
110,126
|
|
|||
General and administrative expenses
|
228,802
|
|
|
270,678
|
|
|
267,378
|
|
|||
Depreciation and amortization
|
114,215
|
|
|
108,962
|
|
|
90,041
|
|
|||
Severance and other charges
|
46,406
|
|
|
35,484
|
|
|
—
|
|
|||
Changes in contingent consideration
|
—
|
|
|
(1,532
|
)
|
|
—
|
|
|||
Gain (loss) on sale of assets
|
1,117
|
|
|
(1,038
|
)
|
|
289
|
|
|||
Operating income (loss)
|
(163,362
|
)
|
|
143,655
|
|
|
314,943
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
||||||
Other income
|
4,170
|
|
|
5,791
|
|
|
6,735
|
|
|||
Interest income, net
|
2,073
|
|
|
341
|
|
|
87
|
|
|||
Merger and acquisition costs
|
(13,784
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency loss
|
(10,819
|
)
|
|
(6,358
|
)
|
|
(17,041
|
)
|
|||
Total other income (expense)
|
(18,360
|
)
|
|
(226
|
)
|
|
(10,219
|
)
|
|||
Income (loss) before income tax (benefit)
|
(181,722
|
)
|
|
143,429
|
|
|
304,724
|
|
|||
Income tax expense (benefit)
|
(25,643
|
)
|
|
37,319
|
|
|
75,412
|
|
|||
Net income (loss)
|
(156,079
|
)
|
|
106,110
|
|
|
229,312
|
|
|||
Less: Net income (loss) attributable to noncontrolling interest
|
(20,741
|
)
|
|
27,000
|
|
|
70,275
|
|
|||
Net income (loss) attributable to Frank's International N.V.
|
$
|
(135,338
|
)
|
|
$
|
79,110
|
|
|
$
|
159,037
|
|
|
|
(1)
|
Consolidated products revenue includes a small amount of revenues attributable to the U.S. Services, International Services and Blackhawk segments.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Revenue:
|
|
|
|
|
|
||||||
International Services
|
$
|
237,275
|
|
|
$
|
442,861
|
|
|
$
|
538,730
|
|
U.S. Services
|
172,417
|
|
|
352,281
|
|
|
463,372
|
|
|||
Tubular Sales
|
106,971
|
|
|
241,983
|
|
|
240,277
|
|
|||
Blackhawk
|
9,982
|
|
|
—
|
|
|
—
|
|
|||
Intersegment sales
|
(39,114
|
)
|
|
(62,525
|
)
|
|
(89,747
|
)
|
|||
Total
|
$
|
487,531
|
|
|
$
|
974,600
|
|
|
$
|
1,152,632
|
|
|
|
|
|
|
|
||||||
Segment Adjusted EBITDA:
(1)
|
|
|
|
|
|
||||||
International Services
|
$
|
33,264
|
|
|
$
|
182,475
|
|
|
$
|
231,469
|
|
U.S. Services
|
(11,490
|
)
|
|
95,516
|
|
|
181,712
|
|
|||
Tubular Sales
|
1,741
|
|
|
40,999
|
|
|
38,366
|
|
|||
Blackhawk
|
1,038
|
|
|
—
|
|
|
—
|
|
|||
Total
|
24,553
|
|
|
318,990
|
|
|
451,547
|
|
|
|
(1)
|
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. (For a reconciliation of our Adjusted EBITDA, see "—Adjusted EBITDA and Adjusted EBITDA Margin."
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Operating activities
|
$
|
(10,831
|
)
|
|
$
|
427,758
|
|
|
$
|
368,860
|
|
Investing activities
|
(178,915
|
)
|
|
(174,689
|
)
|
|
(173,643
|
)
|
|||
Financing activities
|
(96,765
|
)
|
|
(141,209
|
)
|
|
(115,750
|
)
|
|||
|
(286,511
|
)
|
|
111,860
|
|
|
79,467
|
|
|||
Effect of exchange rate changes on cash activities
|
3,678
|
|
|
1,145
|
|
|
4,940
|
|
|||
Increase (decrease) in cash and cash equivalents
|
$
|
(282,833
|
)
|
|
$
|
113,005
|
|
|
$
|
84,407
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
Less than
|
|
|
|
|
|
More than
|
||||||||||
|
Total
|
|
1 year
|
|
1-3 years
|
|
3-5 years
|
|
5 years
|
||||||||||
Long-term debt
|
$
|
276
|
|
|
$
|
276
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Noncancellable operating leases
|
47,876
|
|
|
12,768
|
|
|
14,023
|
|
|
7,991
|
|
|
13,094
|
|
|||||
Purchase obligations
(1)
|
8,515
|
|
|
8,515
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
56,667
|
|
|
$
|
21,559
|
|
|
$
|
14,023
|
|
|
$
|
7,991
|
|
|
$
|
13,094
|
|
|
|
(1)
|
Includes purchase commitments for connectors and pipe for existing orders from our customers. We enter into purchase commitments as needed.
|
•
|
International service hours are billed per man hour, per day or similar basis.
|
•
|
U.S. services are billed on,
|
•
|
Blackhawk services are billed primarily on a per day basis for both domestic and international.
|
•
|
International equipment rentals are billed on a per month or similar basis.
|
•
|
U.S. equipment rentals are billed on,
|
•
|
Blackhawk services are billed on,
|
|
|
|
|
|
|
Fair Value at
|
|||||
|
|
Notional
|
|
Contractual
|
|
December 31,
|
|||||
Foreign Currency
|
|
Amount
|
|
Exchange Rate
|
|
2016
|
|||||
Canadian dollar
|
|
$
|
4,553
|
|
|
1.3179
|
|
|
$
|
74
|
|
Euro
|
|
4,753
|
|
|
1.0563
|
|
|
(11
|
)
|
||
Euro
|
|
2,558
|
|
|
1.0659
|
|
|
(24
|
)
|
||
Norwegian kroner
|
|
3,643
|
|
|
8.5101
|
|
|
38
|
|
||
Pound sterling
|
|
3,908
|
|
|
1.2607
|
|
|
69
|
|
||
|
|
|
|
|
|
$
|
146
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
||
|
|
|
|
|
Page
|
Management's Report on Internal Control Over Financial Reporting
|
|
|
|
||
|
||
Consolidated Statements of Operations for the Years Ended
|
|
|
December 31, 201
6, 2015 and 2014
|
|
|
Consolidated Statements of Comprehensive Incom
e (Loss) for the Years Ended
|
|
|
December 31, 201
6, 2015 and 2014
|
|
|
|
|
|
December 31, 201
6, 2015 and 2014
|
|
|
|
|
|
December 31, 201
6, 2015 and 2014
|
|
|
|
FRANK'S INTERNATIONAL N.V.
|
|||||||
CONSOLIDATED BALANCE SHEETS
|
|||||||
(In thousands, except share data)
|
|||||||
|
|
|
|
||||
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
319,526
|
|
|
$
|
602,359
|
|
Accounts receivables, net
|
167,417
|
|
|
246,191
|
|
||
Inventories
|
139,079
|
|
|
161,263
|
|
||
Other current assets
|
14,027
|
|
|
13,923
|
|
||
Total current assets
|
640,049
|
|
|
1,023,736
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
567,024
|
|
|
624,959
|
|
||
Goodwill and intangible assets, net
|
256,146
|
|
|
25,210
|
|
||
Other assets
|
124,842
|
|
|
52,933
|
|
||
Total assets
|
$
|
1,588,061
|
|
|
$
|
1,726,838
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
276
|
|
|
$
|
7,321
|
|
Accounts payable
|
16,081
|
|
|
12,784
|
|
||
Deferred revenue
|
18,072
|
|
|
57,637
|
|
||
Accrued and other current liabilities
|
64,950
|
|
|
111,884
|
|
||
Total current liabilities
|
99,379
|
|
|
189,626
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
20,951
|
|
|
40,257
|
|
||
Other non-current liabilities
|
156,412
|
|
|
44,824
|
|
||
Total liabilities
|
276,742
|
|
|
274,707
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 20)
|
|
|
|
|
|
||
|
|
|
|
||||
Series A preferred stock, €0.01 par value, no shares authorized, issued or outstanding
|
|
|
|
||||
at 2016; 52,976,000 shares authorized, issued and outstanding at 2015
|
—
|
|
|
705
|
|
||
Stockholders' equity
|
|
|
|
||||
Common stock, €0.01 par value, 798,096,000 shares authorized, 223,161,356 shares
|
|
|
|
||||
issued and 222,401,427 shares outstanding at December 31, 2016 and
|
|
|
|
||||
745,120,000 shares authorized, 155,661,150 shares issued and 155,146,338
|
|
|
|
||||
shares outstanding at December 31, 2015
|
2,802
|
|
|
2,045
|
|
||
Additional paid-in capital
|
1,036,786
|
|
|
712,486
|
|
||
Retained earnings
|
317,270
|
|
|
531,621
|
|
||
Accumulated other comprehensive loss
|
(32,977
|
)
|
|
(25,555
|
)
|
||
Treasury shares (at cost), 759,929 and 514,812 at December 31, 2016 and
|
|
|
|
||||
2015, respectively
|
(12,562
|
)
|
|
(9,298
|
)
|
||
Total stockholders' equity
|
1,311,319
|
|
|
1,211,299
|
|
||
Noncontrolling interest
|
—
|
|
|
240,127
|
|
||
Total equity
|
1,311,319
|
|
|
1,451,426
|
|
||
Total liabilities and equity
|
$
|
1,588,061
|
|
|
$
|
1,726,838
|
|
FRANK'S INTERNATIONAL N.V.
|
|||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||||
(In thousands, except per share data)
|
|||||||||||
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Equipment rentals and services
|
$
|
397,369
|
|
|
$
|
766,252
|
|
|
$
|
969,703
|
|
Products
|
90,162
|
|
|
208,348
|
|
|
182,929
|
|
|||
Total revenue
|
487,531
|
|
|
974,600
|
|
|
1,152,632
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Cost of revenues, exclusive of depreciation
|
|
|
|
|
|
||||||
and amortization
|
|
|
|
|
|
||||||
Equipment rentals and services
|
201,316
|
|
|
304,473
|
|
|
369,855
|
|
|||
Products
|
59,037
|
|
|
113,918
|
|
|
110,126
|
|
|||
General and administrative expenses
|
228,802
|
|
|
270,678
|
|
|
267,378
|
|
|||
Depreciation and amortization
|
114,215
|
|
|
108,962
|
|
|
90,041
|
|
|||
Severance and other charges
|
46,406
|
|
|
35,484
|
|
|
—
|
|
|||
Changes in contingent consideration
|
—
|
|
|
(1,532
|
)
|
|
—
|
|
|||
(Gain) loss on sale of assets
|
1,117
|
|
|
(1,038
|
)
|
|
289
|
|
|||
Operating income (loss)
|
(163,362
|
)
|
|
143,655
|
|
|
314,943
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
||||||
Other income
|
4,170
|
|
|
5,791
|
|
|
6,735
|
|
|||
Interest income, net
|
2,073
|
|
|
341
|
|
|
87
|
|
|||
Mergers and acquisition expense
|
(13,784
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency loss
|
(10,819
|
)
|
|
(6,358
|
)
|
|
(17,041
|
)
|
|||
Total other income (expense)
|
(18,360
|
)
|
|
(226
|
)
|
|
(10,219
|
)
|
|||
Income (loss) before income tax expense (benefit)
|
(181,722
|
)
|
|
143,429
|
|
|
304,724
|
|
|||
Income tax expense (benefit)
|
(25,643
|
)
|
|
37,319
|
|
|
75,412
|
|
|||
Net income (loss)
|
(156,079
|
)
|
|
106,110
|
|
|
229,312
|
|
|||
Net income (loss) attributable to noncontrolling interest
|
(20,741
|
)
|
|
27,000
|
|
|
70,275
|
|
|||
Net income (loss) attributable to Frank's International N.V.
|
$
|
(135,338
|
)
|
|
$
|
79,110
|
|
|
$
|
159,037
|
|
Preferred stock dividends
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Net income (loss) attributable to Frank's International N.V.
|
|
|
|
|
|
||||||
common shareholders
|
$
|
(135,339
|
)
|
|
$
|
79,108
|
|
|
$
|
159,036
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.77
|
)
|
|
$
|
0.51
|
|
|
$
|
1.03
|
|
Diluted
|
$
|
(0.77
|
)
|
|
$
|
0.50
|
|
|
$
|
1.03
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
176,584
|
|
|
154,662
|
|
|
153,814
|
|
|||
Diluted
|
176,584
|
|
|
209,152
|
|
|
207,828
|
|
FRANK'S INTERNATIONAL N.V.
|
|||||||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
|
|||||||||||
(In thousands)
|
|||||||||||
|
|||||||||||
|
|
|
|
|
|
||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(156,079
|
)
|
|
$
|
106,110
|
|
|
$
|
229,312
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
546
|
|
|
(14,039
|
)
|
|
(11,104
|
)
|
|||
Marketable securities:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on marketable securities
|
1,214
|
|
|
(1,500
|
)
|
|
(4,782
|
)
|
|||
Deferred tax asset / liability change
|
(418
|
)
|
|
314
|
|
|
—
|
|
|||
Unrealized gain (loss) on marketable securities, net of tax
|
796
|
|
|
(1,186
|
)
|
|
(4,782
|
)
|
|||
Total other comprehensive income (loss)
|
1,342
|
|
|
(15,225
|
)
|
|
(15,886
|
)
|
|||
Comprehensive income (loss)
|
(154,737
|
)
|
|
90,885
|
|
|
213,426
|
|
|||
Less: Comprehensive income (loss) attributable to
|
|
|
|
|
|
||||||
noncontrolling interest
|
(20,180
|
)
|
|
23,120
|
|
|
66,216
|
|
|||
Add: Transfer of Mosing Holdings interest to FINV attributable to
|
|
|
|
|
|
|
|
|
|||
comprehensive loss (See Note 12)
|
(8,203
|
)
|
|
—
|
|
|
—
|
|
|||
Comprehensive income (loss) attributable to
|
|
|
|
|
|
||||||
Frank's International N.V.
|
$
|
(142,760
|
)
|
|
$
|
67,765
|
|
|
$
|
147,210
|
|
FRANK'S INTERNATIONAL N.V.
|
||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
Additional
|
|
|
|
Other
|
|
|
|
Non-
|
|
Total
|
|||||||||||||||
|
Common Stock
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
Treasury
|
|
controlling
|
|
Stockholders'
|
|||||||||||||||||
|
Shares
|
|
Value
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Stock
|
|
Interest
|
|
Equity
|
|||||||||||||||
Balance at December 31, 2013
|
153,524
|
|
|
$
|
2,019
|
|
|
$
|
642,164
|
|
|
$
|
455,632
|
|
|
$
|
(2,383
|
)
|
|
$
|
—
|
|
|
$
|
235,895
|
|
|
$
|
1,333,327
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
159,037
|
|
|
—
|
|
|
—
|
|
|
70,275
|
|
|
229,312
|
|
|||||||
Tax benefits due to offering costs
|
—
|
|
|
—
|
|
|
3,093
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,093
|
|
|||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,266
|
)
|
|
—
|
|
|
(2,838
|
)
|
|
(11,104
|
)
|
|||||||
Unrealized loss on marketable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,561
|
)
|
|
—
|
|
|
(1,221
|
)
|
|
(4,782
|
)
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
38,368
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,368
|
|
|||||||
Distribution to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,565
|
)
|
|
(41,565
|
)
|
|||||||
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
($0.45 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,311
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,311
|
)
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Common shares issued upon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
vesting of restricted stock units
|
1,047
|
|
|
14
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Treasury shares withheld
|
(244
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,801
|
)
|
|
—
|
|
|
(4,801
|
)
|
|||||||
Balance at December 31, 2014
|
154,327
|
|
|
2,033
|
|
|
683,611
|
|
|
545,357
|
|
|
(14,210
|
)
|
|
(4,801
|
)
|
|
260,546
|
|
|
1,472,536
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
79,110
|
|
|
—
|
|
|
—
|
|
|
27,000
|
|
|
106,110
|
|
|||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,462
|
)
|
|
—
|
|
|
(3,577
|
)
|
|
(14,039
|
)
|
|||||||
Unrealized loss on marketable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(883
|
)
|
|
—
|
|
|
(303
|
)
|
|
(1,186
|
)
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
28,600
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,600
|
|
|||||||
Distribution to noncontrolling
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,539
|
)
|
|
(43,539
|
)
|
|||||||
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
($0.60 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(92,844
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92,844
|
)
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Common shares issued upon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
vesting of restricted stock units
|
1,070
|
|
|
12
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common shares issued for ESPP
|
20
|
|
|
—
|
|
|
287
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
287
|
|
|||||||
Treasury shares withheld
|
(271
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,497
|
)
|
|
—
|
|
|
(4,497
|
)
|
|||||||
Balance at December 31, 2015
|
155,146
|
|
|
2,045
|
|
|
712,486
|
|
|
531,621
|
|
|
(25,555
|
)
|
|
(9,298
|
)
|
|
240,127
|
|
|
1,451,426
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(135,338
|
)
|
|
—
|
|
|
—
|
|
|
(20,741
|
)
|
|
(156,079
|
)
|
|||||||
Foreign currency translation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165
|
|
|
—
|
|
|
381
|
|
|
546
|
|
|||||||
Unrealized gain on marketable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
616
|
|
|
—
|
|
|
180
|
|
|
796
|
|
|||||||
Equity-based compensation expense
|
—
|
|
|
—
|
|
|
15,978
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,978
|
|
|||||||
Distribution to noncontrolling
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,027
|
)
|
|
(8,027
|
)
|
|||||||
Common stock dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
($0.45 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,012
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,012
|
)
|
|||||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Transfer of Mosing Holdings interest to FINV
|
—
|
|
|
—
|
|
|
239,871
|
|
|
—
|
|
|
(8,203
|
)
|
|
—
|
|
|
(211,920
|
)
|
|
19,748
|
|
|||||||
Common shares issued on conversion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Series A preferred stock
|
52,976
|
|
|
597
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
597
|
|
|||||||
Common shares issued upon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
vesting of restricted stock units
|
1,644
|
|
|
19
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Tax Receivable Agreement ("TRA")
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
and associated deferred taxes
|
—
|
|
|
—
|
|
|
(76,409
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76,409
|
)
|
|||||||
Common shares issued for ESPP
|
76
|
|
|
1
|
|
|
972
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
973
|
|
|||||||
Blackhawk acquisition
|
12,804
|
|
|
140
|
|
|
143,907
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144,047
|
|
|||||||
Treasury shares withheld
|
(245
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,264
|
)
|
|
—
|
|
|
(3,264
|
)
|
|||||||
Balance at December 31, 2016
|
222,401
|
|
|
$
|
2,802
|
|
|
$
|
1,036,786
|
|
|
$
|
317,270
|
|
|
$
|
(32,977
|
)
|
|
$
|
(12,562
|
)
|
|
$
|
—
|
|
|
$
|
1,311,319
|
|
FRANK'S INTERNATIONAL N.V.
|
|||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
(In thousands)
|
|||||||||||
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(156,079
|
)
|
|
$
|
106,110
|
|
|
$
|
229,312
|
|
Adjustments to reconcile net income (loss) to cash provided
|
|
|
|
|
|
||||||
by operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
114,215
|
|
|
108,962
|
|
|
90,041
|
|
|||
Equity-based compensation expense
|
15,978
|
|
|
28,600
|
|
|
38,368
|
|
|||
Amortization of deferred financing costs
|
164
|
|
|
164
|
|
|
235
|
|
|||
Venezuelan currency devaluation charge
|
—
|
|
|
—
|
|
|
13,010
|
|
|||
Deferred tax provision (benefit)
|
(27,536
|
)
|
|
4,868
|
|
|
27,995
|
|
|||
Provision for (recovery of) bad debts
|
11,581
|
|
|
228
|
|
|
(3,137
|
)
|
|||
(Gain) loss on sale of assets
|
1,117
|
|
|
(1,038
|
)
|
|
289
|
|
|||
Loss on asset retirement
|
29,881
|
|
|
—
|
|
|
—
|
|
|||
Changes in fair value of investments
|
(1,123
|
)
|
|
741
|
|
|
(1,403
|
)
|
|||
Change in value of contingent consideration
|
—
|
|
|
(1,532
|
)
|
|
—
|
|
|||
Unrealized (gain) loss on derivative
|
64
|
|
|
(210
|
)
|
|
—
|
|
|||
Other
|
—
|
|
|
(3,909
|
)
|
|
—
|
|
|||
Changes in operating assets and liabilities, net of effects from acquisitions
|
|
|
|
|
|
||||||
Accounts receivable
|
70,388
|
|
|
140,657
|
|
|
(43,349
|
)
|
|||
Inventories
|
27,379
|
|
|
41,502
|
|
|
(30,282
|
)
|
|||
Other current assets
|
4,039
|
|
|
16,981
|
|
|
(7,926
|
)
|
|||
Other assets
|
(692
|
)
|
|
1,333
|
|
|
(1,619
|
)
|
|||
Accounts payable
|
(3,485
|
)
|
|
(3,035
|
)
|
|
4,991
|
|
|||
Deferred revenue
|
(39,659
|
)
|
|
(18,473
|
)
|
|
13,505
|
|
|||
Accrued expenses and other current liabilities
|
(43,583
|
)
|
|
3,971
|
|
|
32,915
|
|
|||
Other noncurrent liabilities
|
(13,480
|
)
|
|
1,838
|
|
|
5,915
|
|
|||
Net cash provided by (used in) operating activities
|
(10,831
|
)
|
|
427,758
|
|
|
368,860
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Acquisition of Blackhawk (net of acquired cash)
|
(150,437
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition of Timco Services, Inc. (net of acquired cash)
|
—
|
|
|
(78,676
|
)
|
|
—
|
|
|||
Purchase of property, plant and equipment
|
(42,127
|
)
|
|
(99,723
|
)
|
|
(172,952
|
)
|
|||
Proceeds from sale of assets and equipment
|
3,858
|
|
|
4,579
|
|
|
848
|
|
|||
Proceeds from sale of investments
|
11,101
|
|
|
—
|
|
|
—
|
|
|||
Purchase of marketable securities
|
(1,003
|
)
|
|
(869
|
)
|
|
(1,539
|
)
|
|||
Other
|
(307
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(178,915
|
)
|
|
(174,689
|
)
|
|
(173,643
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Repayments of borrowings
|
(7,201
|
)
|
|
(765
|
)
|
|
(72
|
)
|
|||
Proceeds from borrowings
|
363
|
|
|
151
|
|
|
—
|
|
|||
Cost of Series A convertible preferred stock conversion to common stock
|
(595
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid on common stock
|
(79,013
|
)
|
|
(92,844
|
)
|
|
(69,311
|
)
|
|||
Dividends paid on preferred stock
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Distribution to noncontrolling interest
|
(8,027
|
)
|
|
(43,539
|
)
|
|
(41,565
|
)
|
|||
Treasury shares withheld
|
(3,264
|
)
|
|
(4,497
|
)
|
|
(4,801
|
)
|
|||
Proceeds from the issuance of ESPP shares
|
973
|
|
|
287
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(96,765
|
)
|
|
(141,209
|
)
|
|
(115,750
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash due to Venezuelan devaluation
|
—
|
|
|
—
|
|
|
(1,040
|
)
|
|||
Effect of exchange rate changes on cash
|
3,678
|
|
|
1,145
|
|
|
5,980
|
|
|||
Net increase (decrease) in cash
|
(282,833
|
)
|
|
113,005
|
|
|
84,407
|
|
|||
Cash and cash equivalents at beginning of period
|
602,359
|
|
|
489,354
|
|
|
404,947
|
|
|||
Cash and cash equivalents at end of period
|
$
|
319,526
|
|
|
$
|
602,359
|
|
|
$
|
489,354
|
|
|
December 31, 2016
|
||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Total
|
||||||
Customer relationships
|
$
|
38,681
|
|
|
$
|
(11,452
|
)
|
|
$
|
27,229
|
|
Trade name
|
11,733
|
|
|
(3,648
|
)
|
|
8,085
|
|
|||
Intellectual property
|
9,748
|
|
|
(379
|
)
|
|
9,369
|
|
|||
License agreement
|
4,957
|
|
|
(4,957
|
)
|
|
—
|
|
|||
Non-compete agreement
|
1,160
|
|
|
(760
|
)
|
|
400
|
|
|||
Total intangible assets
|
$
|
66,279
|
|
|
$
|
(21,196
|
)
|
|
$
|
45,083
|
|
|
|
|
|
|
|
||||||
|
December 31, 2015
|
||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Total
|
||||||
Customer relationships
|
$
|
14,658
|
|
|
$
|
(9,422
|
)
|
|
$
|
5,236
|
|
Trade name
|
3,525
|
|
|
(2,925
|
)
|
|
600
|
|
|||
License agreement
|
4,957
|
|
|
(4,957
|
)
|
|
—
|
|
|||
Non-compete agreement
|
1,160
|
|
|
(440
|
)
|
|
720
|
|
|||
Total intangible assets
|
$
|
24,300
|
|
|
$
|
(17,744
|
)
|
|
$
|
6,556
|
|
|
|
|
|
|
|
2017
|
$
|
11,440
|
|
2018
|
10,705
|
|
|
2019
|
10,102
|
|
|
2020
|
6,836
|
|
|
2021
|
5,433
|
|
|
Thereafter
|
567
|
|
|
Total
|
$
|
45,083
|
|
|
|
•
|
International service hours are billed per man hour or similar basis.
|
•
|
U.S. services are billed on,
|
•
|
Blackhawk services are billed primarily on a per day basis for both domestic and international.
|
•
|
International equipment rentals are billed on a per month or similar basis.
|
•
|
U.S. equipment rentals are billed on,
|
•
|
Blackhawk services are billed on,
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
$
|
(156,079
|
)
|
|
$
|
106,110
|
|
|
$
|
229,312
|
|
Add: Net loss after Mosing Holdings contributed interest to FINV (1)
|
84,541
|
|
|
—
|
|
|
—
|
|
|||
Add: Provision (benefit) for U.S. income taxes of FINV (2)
|
(10,414
|
)
|
|
6,585
|
|
|
45,433
|
|
|||
Less: (Income) loss in FINV (3)
|
23
|
|
|
(6,824
|
)
|
|
(392
|
)
|
|||
Net income (loss) subject to noncontrolling interest
|
(81,929
|
)
|
|
105,871
|
|
|
274,353
|
|
|||
Noncontrolling interest percentage (4)
|
25.2
|
%
|
|
25.4
|
%
|
|
25.6
|
%
|
|||
Net income (loss) attributable to noncontrolling interest
|
$
|
(20,741
|
)
|
|
$
|
27,000
|
|
|
$
|
70,275
|
|
|
|
(1)
|
Represents net loss after August 26, 2016 when Mosing Holdings transferred its interest to FINV.
|
(2)
|
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 as of August 26, 2016.
|
(3)
|
Represents results of operations for entities outside of FICV as of August 26, 2016.
|
(4)
|
Represents the economic interest in FICV held by Mosing Holdings before the preferred stock conversion on August 26, 2016. This percentage changed as additional shares of FINV common stock were issued. Effective August 26, 2016, Mosing Holdings delivered its economic interest in FICV to us.
|
|
|
Pro Forma (Unaudited)
|
||||||
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Revenue
|
|
$
|
544,798
|
|
|
$
|
1,109,559
|
|
Net income (loss) applicable to common shares
|
|
$
|
(161,527
|
)
|
|
$
|
68,215
|
|
Income (loss) per common share:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.86
|
)
|
|
$
|
0.41
|
|
Diluted
|
|
$
|
(0.86
|
)
|
|
$
|
0.42
|
|
|
|
November 1, 2016
|
||
Current assets, excluding cash
|
|
$
|
23,626
|
|
Property, plant and equipment
|
|
45,091
|
|
|
Other long-term assets
|
|
3,139
|
|
|
Intangible assets
|
|
41,972
|
|
|
Assets acquired
|
|
$
|
113,828
|
|
Current liabilities assumed
|
|
11,132
|
|
|
Other long-term liabilities
|
|
542
|
|
|
Liabilities assumed
|
|
$
|
11,674
|
|
Fair value of net assets acquired
|
|
102,154
|
|
|
Total consideration transferred
|
|
294,563
|
|
|
Goodwill
|
|
$
|
192,409
|
|
|
|
December 31, 2016
|
|
|
Estimated Useful Lives in Years
|
|
Intellectual property
|
|
$
|
9,741
|
|
|
1-10
|
Customer relationships
|
|
24,024
|
|
|
5
|
|
Trade Name/Trademark
|
|
8,207
|
|
|
3
|
|
|
|
$
|
41,972
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Trade accounts receivable, net of allowance
|
|
|
|
||||
of $14,337 and $2,528, respectively
|
$
|
89,096
|
|
|
$
|
166,256
|
|
Unbilled receivables
|
30,882
|
|
|
40,033
|
|
||
Taxes receivable
|
42,870
|
|
|
34,163
|
|
||
Affiliated
(1)
|
717
|
|
|
3,966
|
|
||
Other receivables
|
3,852
|
|
|
1,773
|
|
||
Total accounts receivable
|
$
|
167,417
|
|
|
$
|
246,191
|
|
|
|
(1)
|
Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Pipe and connectors
|
$
|
102,360
|
|
|
$
|
137,245
|
|
Finished goods
|
14,257
|
|
|
4,020
|
|
||
Work in progress
|
7,099
|
|
|
5,230
|
|
||
Raw materials, components and supplies
|
15,363
|
|
|
14,768
|
|
||
Total inventories
|
$
|
139,079
|
|
|
$
|
161,263
|
|
|
Estimated
|
|
|
|
|
||||
|
Useful Lives
|
|
December 31,
|
||||||
|
in Years
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
|
||||
Land
|
—
|
|
$
|
15,730
|
|
|
$
|
10,119
|
|
Land improvements
|
8-15
|
|
9,379
|
|
|
9,289
|
|
||
Buildings and improvements
|
39
|
|
73,211
|
|
|
74,152
|
|
||
Rental machinery and equipment
|
7
|
|
933,667
|
|
|
898,134
|
|
||
Machinery and equipment - other
|
7
|
|
60,182
|
|
|
60,250
|
|
||
Furniture, fixtures and computers
|
5
|
|
19,073
|
|
|
18,240
|
|
||
Automobiles and other vehicles
|
5
|
|
36,796
|
|
|
48,402
|
|
||
Aircraft
|
7
|
|
16,267
|
|
|
16,267
|
|
||
Leasehold improvements
|
7-15, or lease term if shorter
|
|
8,027
|
|
|
7,947
|
|
||
Construction in progress - machinery
|
|
|
|
|
|
||||
and equipment and buildings
|
—
|
|
120,937
|
|
|
102,432
|
|
||
|
|
|
1,293,269
|
|
|
1,245,232
|
|
||
Less: Accumulated depreciation
|
|
|
(726,245
|
)
|
|
(620,273
|
)
|
||
Total property, plant and equipment, net
|
|
|
$
|
567,024
|
|
|
$
|
624,959
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Cash surrender value of life insurance policies
(1)
|
$
|
36,269
|
|
|
$
|
45,254
|
|
Deferred tax asset
(2)
|
79,309
|
|
|
536
|
|
||
Deposits
|
2,343
|
|
|
2,031
|
|
||
Other
|
6,921
|
|
|
5,112
|
|
||
Total other assets
|
$
|
124,842
|
|
|
$
|
52,933
|
|
|
|
(1)
|
See Note 10 – Fair Value Measurements
|
(2)
|
See Note 18 – Income Taxes
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Accrued compensation
|
$
|
10,250
|
|
|
$
|
25,281
|
|
Accrued property and other taxes
|
19,740
|
|
|
23,790
|
|
||
Accrued severance and other charges
|
6,150
|
|
|
22,244
|
|
||
Income taxes
|
6,857
|
|
|
7,385
|
|
||
Accrued inventory
|
—
|
|
|
5,281
|
|
||
Accrued medical claims
|
604
|
|
|
4,141
|
|
||
Accrued purchase orders
|
2,083
|
|
|
5,562
|
|
||
Other
|
19,266
|
|
|
18,200
|
|
||
Total accrued and other current liabilities
|
$
|
64,950
|
|
|
$
|
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
|
||||||||
December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
146
|
|
|
$
|
—
|
|
|
$
|
146
|
|
Investments:
|
|
|
|
|
|
|
|
||||||||
Cash surrender value of life insurance
|
|
|
|
|
|
|
|
||||||||
policies - deferred compensation plan
|
—
|
|
|
36,269
|
|
|
—
|
|
|
36,269
|
|
||||
Marketable securities - other
|
3,692
|
|
|
—
|
|
|
—
|
|
|
3,692
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan
|
—
|
|
|
30,307
|
|
|
—
|
|
|
30,307
|
|
December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments
|
$
|
—
|
|
|
$
|
210
|
|
|
$
|
—
|
|
|
$
|
210
|
|
Investments:
|
|
|
|
|
|
|
|
||||||||
Cash surrender value of life insurance
|
|
|
|
|
|
|
|
||||||||
policies - deferred compensation plan
|
—
|
|
|
45,254
|
|
|
—
|
|
|
45,254
|
|
||||
Marketable securities - other
|
2,387
|
|
|
—
|
|
|
—
|
|
|
2,387
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan
|
—
|
|
|
43,568
|
|
|
—
|
|
|
43,568
|
|
|
|
December 31, 2016
|
||||||
|
|
Notional
|
|
Contractual
|
|
Settlement
|
||
Derivative Contracts
|
|
Amount
|
|
Exchange Rate
|
|
Date
|
||
Canadian dollar
|
|
$
|
4,553
|
|
|
1.3179
|
|
3/14/17
|
Euro
|
|
4,753
|
|
|
1.0563
|
|
3/14/17
|
|
Euro
|
|
2,558
|
|
|
1.0659
|
|
1/13/17
|
|
Norwegian kroner
|
|
3,643
|
|
|
8.5101
|
|
3/14/17
|
|
Pound sterling
|
|
3,908
|
|
|
1.2607
|
|
3/14/17
|
|
|
December 31, 2015
|
||||||
|
|
Notional
|
|
Contractual
|
|
Settlement
|
||
Derivative Contracts
|
|
Amount
|
|
Exchange Rate
|
|
Date
|
||
Canadian dollar
|
|
$
|
5,091
|
|
|
1.3751
|
|
1/13/16
|
Euro
|
|
19,706
|
|
|
1.0948
|
|
1/13/16
|
|
Norwegian kroner
|
|
11,498
|
|
|
8.6973
|
|
1/13/16
|
|
Pound sterling
|
|
7,516
|
|
|
1.5031
|
|
1/13/16
|
Derivatives not designated as Hedging Instruments
|
|
Consolidated Balance Sheet Location
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Foreign currency contracts
|
|
Accounts receivable, net
|
|
$
|
146
|
|
|
$
|
210
|
|
Derivatives not designated as Hedging Instruments
|
|
Location of gain (loss) recognized in income on derivative contracts
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Unrealized gain (loss) on foreign currency contracts
|
|
Other income
|
|
$
|
(64
|
)
|
|
$
|
210
|
|
Realized loss on foreign currency contracts
|
|
Other income
|
|
(296
|
)
|
|
—
|
|
||
Total net income (loss) on foreign currency contracts
|
|
|
|
$
|
(360
|
)
|
|
$
|
210
|
|
|
|
Derivative Asset Positions
|
|
Derivative Liability Positions
|
||||||||||||
|
|
December 31,
|
|
December 31,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Gross position - asset / (liability)
|
|
$
|
181
|
|
|
$
|
316
|
|
|
$
|
(35
|
)
|
|
$
|
(106
|
)
|
Netting adjustment
|
|
(35
|
)
|
|
(106
|
)
|
|
35
|
|
|
106
|
|
||||
Net position - asset / (liability)
|
|
$
|
146
|
|
|
$
|
210
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator - Basic
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(156,079
|
)
|
|
$
|
106,110
|
|
|
$
|
229,312
|
|
Less: Net (income) loss attributable to noncontrolling interest
|
20,741
|
|
|
(27,000
|
)
|
|
(70,275
|
)
|
|||
Less: Preferred stock dividends
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|||
Net income (loss) available to common shareholders
|
$
|
(135,339
|
)
|
|
$
|
79,108
|
|
|
$
|
159,036
|
|
|
|
|
|
|
|
||||||
Numerator - Diluted
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Net (loss) attributable to common shareholders
|
$
|
(135,339
|
)
|
|
$
|
79,108
|
|
|
$
|
159,036
|
|
Add: Net income attributable to noncontrolling interest
(1), (2)
|
—
|
|
|
24,784
|
|
|
54,866
|
|
|||
Add: Preferred stock dividends
(2)
|
—
|
|
|
2
|
|
|
1
|
|
|||
Dilutive net income (loss) available to common shareholders
|
$
|
(135,339
|
)
|
|
$
|
103,894
|
|
|
$
|
213,903
|
|
|
|
|
|
|
|
||||||
Denominator
|
|
|
|
|
|
||||||
Basic weighted average common shares
|
176,584
|
|
|
154,662
|
|
|
153,814
|
|
|||
Exchange of noncontrolling interest for common stock (Note 12)
(2)
|
—
|
|
|
52,976
|
|
|
52,976
|
|
|||
Restricted stock units
(2)
|
—
|
|
|
1,512
|
|
|
1,038
|
|
|||
Stock to be issued pursuant to ESPP
(2)
|
—
|
|
|
2
|
|
|
—
|
|
|||
Diluted weighted average common shares
|
176,584
|
|
|
209,152
|
|
|
207,828
|
|
|||
|
|
|
|
|
|
||||||
Earnings (loss) per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.77
|
)
|
|
$
|
0.51
|
|
|
$
|
1.03
|
|
Diluted
|
$
|
(0.77
|
)
|
|
$
|
0.50
|
|
|
$
|
1.03
|
|
|
|
(1)
|
Adjusted for the additional tax expense upon the assumed conversion of the Preferred Stock
|
$
|
—
|
|
|
$
|
2,216
|
|
|
$
|
15,409
|
|
|
(2)
|
Approximate number of shares of potentially convertible preferred stock to common stock up until the time of conversion on August 26, 2016, 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.
|
35,556
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Weighted
|
|||
|
|
Number of
|
|
Average Grant
|
|||
|
|
Shares
|
|
Date Fair Value
|
|||
Non-vested at December 31, 2015
|
|
2,359,373
|
|
|
$
|
18.95
|
|
Granted
|
|
929,160
|
|
|
12.53
|
|
|
Vested
|
|
(1,643,999
|
)
|
|
19.86
|
|
|
Forfeited
|
|
(11,056
|
)
|
|
16.09
|
|
|
Non-vested at December 31, 2016
|
|
1,633,478
|
|
|
$
|
14.40
|
|
|
|
February 23, 2016
|
Expected term (in years)
|
|
2.86
|
Expected volatility
|
|
42.7%
|
Risk-free interest rate
|
|
0.88%
|
Correlation range
|
|
24.4% to 71.0%
|
|
|
|
|
Weighted
|
|||
|
|
Number of
|
|
Average Grant
|
|||
|
|
Shares
|
|
Date Fair Value
|
|||
Non-vested at December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
Granted
|
|
199,168
|
|
|
14.21
|
|
|
Vested
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Non-vested at December 31, 2016
|
|
199,168
|
|
|
$
|
14.21
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
United States
|
$
|
(128,396
|
)
|
|
$
|
30,795
|
|
|
$
|
144,756
|
|
Foreign
|
(53,326
|
)
|
|
112,634
|
|
|
159,968
|
|
|||
Income (loss) before income tax expense (benefit)
|
$
|
(181,722
|
)
|
|
$
|
143,429
|
|
|
$
|
304,724
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(13,389
|
)
|
|
$
|
3,141
|
|
|
$
|
19,152
|
|
U.S. state and local
|
379
|
|
|
(1,424
|
)
|
|
2,663
|
|
|||
Foreign
|
14,903
|
|
|
30,734
|
|
|
25,602
|
|
|||
Total current
|
1,893
|
|
|
32,451
|
|
|
47,417
|
|
|||
|
|
|
|
|
|
||||||
Deferred
|
|
|
|
|
|
||||||
U.S. federal
|
(25,838
|
)
|
|
8,138
|
|
|
20,521
|
|
|||
U.S. state and local
|
(1,512
|
)
|
|
(3,042
|
)
|
|
3,357
|
|
|||
Foreign
|
(186
|
)
|
|
(228
|
)
|
|
4,117
|
|
|||
Total deferred
|
(27,536
|
)
|
|
4,868
|
|
|
27,995
|
|
|||
Total income tax expense (benefit)
|
$
|
(25,643
|
)
|
|
$
|
37,319
|
|
|
$
|
75,412
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Latin America
|
$
|
1,159
|
|
|
$
|
6,077
|
|
|
$
|
2,301
|
|
West Africa
|
3,687
|
|
|
8,413
|
|
|
11,247
|
|
|||
Middle East
|
1,880
|
|
|
5,474
|
|
|
8,630
|
|
|||
Europe
|
5,132
|
|
|
3,317
|
|
|
1,690
|
|
|||
Asia Pacific
|
1,364
|
|
|
1,454
|
|
|
2,032
|
|
|||
Other
|
1,495
|
|
|
5,771
|
|
|
3,819
|
|
|||
Total foreign income tax expense
|
$
|
14,717
|
|
|
$
|
30,506
|
|
|
$
|
29,719
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Income tax expense (benefit) at statutory rate
|
$
|
(63,603
|
)
|
|
$
|
50,200
|
|
|
$
|
106,653
|
|
Branch profits tax
|
(3,805
|
)
|
|
4,654
|
|
|
9,904
|
|
|||
Taxes on foreign earnings at less than the U.S. statutory rate
|
33,381
|
|
|
(12,569
|
)
|
|
(31,468
|
)
|
|||
Noncontrolling interest
|
7,367
|
|
|
(2,991
|
)
|
|
(14,116
|
)
|
|||
Other
|
1,017
|
|
|
(1,975
|
)
|
|
4,439
|
|
|||
Total income tax expense (benefit)
|
$
|
(25,643
|
)
|
|
$
|
37,319
|
|
|
$
|
75,412
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
|
|
||||
Foreign net operating loss
|
$
|
5,442
|
|
|
$
|
2,798
|
|
U.S. net operating loss
|
42,578
|
|
|
—
|
|
||
Research and development credit
|
297
|
|
|
—
|
|
||
Tax receivable agreement
|
49,775
|
|
|
—
|
|
||
Intangibles
|
6,939
|
|
|
—
|
|
||
Inventory
|
1,161
|
|
|
—
|
|
||
Property and equipment
|
—
|
|
|
240
|
|
||
Other
|
1,240
|
|
|
296
|
|
||
Valuation allowance
|
(5,442
|
)
|
|
(2,798
|
)
|
||
Total deferred tax assets
|
101,990
|
|
|
536
|
|
||
|
|
|
|
||||
Deferred tax liabilities
|
|
|
|
||||
Investment in partnership
|
(28,309
|
)
|
|
(39,962
|
)
|
||
Property and equipment
|
(7,898
|
)
|
|
—
|
|
||
Goodwill
|
(7,147
|
)
|
|
—
|
|
||
Other
|
(277
|
)
|
|
(295
|
)
|
||
Total deferred liabilities
|
(43,631
|
)
|
|
(40,257
|
)
|
||
|
|
|
|
||||
Net deferred tax assets (liabilities)
|
$
|
58,359
|
|
|
$
|
(39,721
|
)
|
|
International Services
|
|
U.S. Services
|
|
Tubular Sales
|
|
Total
|
||||||||
Beginning balance, December 31, 2015
|
$
|
78
|
|
|
$
|
22,166
|
|
|
$
|
—
|
|
|
$
|
22,244
|
|
Additions for costs expensed
|
12,187
|
|
|
33,661
|
|
|
558
|
|
|
46,406
|
|
||||
Other adjustments
|
—
|
|
|
(687
|
)
|
|
(32
|
)
|
|
(719
|
)
|
||||
Severance and other payments
|
(7,519
|
)
|
|
(23,855
|
)
|
|
(526
|
)
|
|
(31,900
|
)
|
||||
Asset retirement
|
(282
|
)
|
|
(29,599
|
)
|
|
—
|
|
|
(29,881
|
)
|
||||
Ending balance, December 31, 2016
|
$
|
4,464
|
|
|
$
|
1,686
|
|
|
$
|
—
|
|
|
$
|
6,150
|
|
|
Year Ending December 31,
|
|
|
||
|
2017
|
$
|
12,768
|
|
|
|
2018
|
9,039
|
|
|
|
|
2019
|
4,984
|
|
|
|
|
2020
|
4,315
|
|
|
|
|
2021
|
3,676
|
|
|
|
|
Thereafter
|
13,094
|
|
|
|
|
Total future lease commitments
|
$
|
47,876
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
447
|
|
|
$
|
180
|
|
|
$
|
559
|
|
Cash paid for income taxes, net of refunds
|
8,754
|
|
|
20,499
|
|
|
28,004
|
|
|||
|
|
|
|
|
|
||||||
Non-cash transactions:
|
|
|
|
|
|
||||||
Change in accounts payable related to capital expenditures
|
$
|
1,658
|
|
|
$
|
(3,534
|
)
|
|
$
|
(3,479
|
)
|
Insurance premium financed by note payable
|
—
|
|
|
7,630
|
|
|
—
|
|
|||
Value of shares issued for Blackhawk Group acquisition
|
144,047
|
|
|
—
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Segment Adjusted EBITDA:
|
|
|
|
|
|
||||||
International Services
|
$
|
33,264
|
|
|
$
|
182,475
|
|
|
$
|
231,469
|
|
U.S. Services
|
(11,490
|
)
|
|
95,516
|
|
|
181,712
|
|
|||
Tubular Sales
|
1,741
|
|
|
40,999
|
|
|
38,366
|
|
|||
Blackhawk
|
1,038
|
|
|
—
|
|
|
—
|
|
|||
Total
|
24,553
|
|
|
318,990
|
|
|
451,547
|
|
|||
Corporate and other
|
478
|
|
|
96
|
|
|
(34
|
)
|
|||
Interest income (expense), net
|
2,073
|
|
|
341
|
|
|
87
|
|
|||
Income tax (expense) benefit
|
25,643
|
|
|
(37,319
|
)
|
|
(75,412
|
)
|
|||
Depreciation and amortization
|
(114,215
|
)
|
|
(108,962
|
)
|
|
(90,041
|
)
|
|||
Gain (loss) on sale of assets
|
(1,117
|
)
|
|
1,038
|
|
|
(289
|
)
|
|||
Foreign currency loss
|
(10,819
|
)
|
|
(6,358
|
)
|
|
(17,041
|
)
|
|||
Charges and credits
(1)
|
(82,675
|
)
|
|
(61,716
|
)
|
|
(39,505
|
)
|
|||
Net income (loss)
|
$
|
(156,079
|
)
|
|
$
|
106,110
|
|
|
$
|
229,312
|
|
|
|
|
International
Services
|
|
U.S.
Services
|
|
Tubular Sales
|
|
Blackhawk
|
|
Corporate
and Other
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue from external customers
|
$
|
237,207
|
|
|
$
|
152,827
|
|
|
$
|
87,515
|
|
|
$
|
9,982
|
|
|
$
|
—
|
|
|
$
|
487,531
|
|
Inter-segment revenues
|
68
|
|
|
19,590
|
|
|
19,456
|
|
|
—
|
|
|
(39,114
|
)
|
|
—
|
|
||||||
Adjusted EBITDA
|
33,264
|
|
|
(11,490
|
)
|
|
1,741
|
|
|
1,038
|
|
|
478
|
|
|
*
|
|||||||
Depreciation and amortization
|
59,435
|
|
|
47,438
|
|
|
4,087
|
|
|
3,255
|
|
|
—
|
|
|
114,215
|
|
||||||
Property, plant and equipment
|
247,913
|
|
|
201,772
|
|
|
73,316
|
|
|
44,023
|
|
|
—
|
|
|
567,024
|
|
||||||
Capital expenditures
|
23,461
|
|
|
18,112
|
|
|
540
|
|
|
14
|
|
|
—
|
|
|
42,127
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue from external customers
|
$
|
442,107
|
|
|
$
|
326,437
|
|
|
$
|
206,056
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
974,600
|
|
Inter-segment revenues
|
754
|
|
|
25,844
|
|
|
35,927
|
|
|
—
|
|
|
(62,525
|
)
|
|
—
|
|
||||||
Adjusted EBITDA
|
182,475
|
|
|
95,516
|
|
|
40,999
|
|
|
—
|
|
|
96
|
|
|
*
|
|||||||
Depreciation and amortization
|
58,163
|
|
|
46,548
|
|
|
4,251
|
|
|
—
|
|
|
—
|
|
|
108,962
|
|
||||||
Property, plant and equipment
|
288,089
|
|
|
248,153
|
|
|
88,717
|
|
|
—
|
|
|
—
|
|
|
624,959
|
|
||||||
Capital expenditures
|
42,772
|
|
|
28,881
|
|
|
28,070
|
|
|
—
|
|
|
—
|
|
|
99,723
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue from external customers
|
$
|
537,259
|
|
|
$
|
439,638
|
|
|
$
|
175,735
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,152,632
|
|
Inter-segment revenues
|
1,471
|
|
|
23,734
|
|
|
64,542
|
|
|
—
|
|
|
(89,747
|
)
|
|
—
|
|
||||||
Adjusted EBITDA
|
231,469
|
|
|
181,712
|
|
|
38,366
|
|
|
—
|
|
|
(34
|
)
|
|
*
|
|||||||
Depreciation and amortization
|
52,363
|
|
|
34,314
|
|
|
3,364
|
|
|
—
|
|
|
—
|
|
|
90,041
|
|
||||||
Property, plant and equipment
|
314,031
|
|
|
149,485
|
|
|
116,626
|
|
|
—
|
|
|
—
|
|
|
580,142
|
|
||||||
Capital expenditures
|
100,483
|
|
|
30,215
|
|
|
42,254
|
|
|
—
|
|
|
—
|
|
|
172,952
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
||||||
United States
|
$
|
247,864
|
|
|
$
|
530,133
|
|
|
$
|
573,773
|
|
Europe/Middle East/Africa
|
160,651
|
|
|
314,173
|
|
|
385,064
|
|
|||
Latin America
|
35,390
|
|
|
56,515
|
|
|
55,021
|
|
|||
Asia Pacific
|
30,325
|
|
|
55,995
|
|
|
77,952
|
|
|||
Other countries
|
13,301
|
|
|
17,784
|
|
|
60,822
|
|
|||
|
$
|
487,531
|
|
|
$
|
974,600
|
|
|
$
|
1,152,632
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Long-Lived Assets (PP&E)
|
|
|
|
||||
United States
|
$
|
319,111
|
|
|
$
|
336,870
|
|
International
|
247,913
|
|
|
288,089
|
|
||
|
$
|
567,024
|
|
|
$
|
624,959
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
|
||||||||||
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Quarter
|
|
Total
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
153,486
|
|
|
$
|
120,946
|
|
|
$
|
105,114
|
|
|
$
|
107,985
|
|
|
$
|
487,531
|
|
Operating loss
|
(2,882
|
)
|
|
(50,678
|
)
|
|
(48,932
|
)
|
|
(60,870
|
)
|
|
(163,362
|
)
|
|||||
Net loss
|
(2,408
|
)
|
|
(45,287
|
)
|
|
(42,198
|
)
|
|
(66,186
|
)
|
|
(156,079
|
)
|
|||||
Net loss attributable to Frank's International N.V.
|
(772
|
)
|
|
(31,398
|
)
|
|
(36,982
|
)
|
|
(66,186
|
)
|
|
(135,338
|
)
|
|||||
Loss per common share: (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
—
|
|
|
$
|
(0.20
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.77
|
)
|
Diluted
|
$
|
—
|
|
|
$
|
(0.20
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(0.77
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
277,437
|
|
|
$
|
254,304
|
|
|
$
|
239,883
|
|
|
$
|
202,976
|
|
|
$
|
974,600
|
|
Operating income
|
55,035
|
|
|
41,309
|
|
|
39,097
|
|
|
8,214
|
|
|
143,655
|
|
|||||
Net income
|
46,401
|
|
|
28,853
|
|
|
24,088
|
|
|
6,768
|
|
|
106,110
|
|
|||||
Net income attributable to Frank's International N.V.
|
34,279
|
|
|
20,830
|
|
|
16,565
|
|
|
7,436
|
|
|
79,110
|
|
|||||
Earnings per common share: (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.22
|
|
|
$
|
0.14
|
|
|
$
|
0.11
|
|
|
$
|
0.05
|
|
|
$
|
0.51
|
|
Diluted
|
$
|
0.21
|
|
|
$
|
0.14
|
|
|
$
|
0.11
|
|
|
$
|
0.04
|
|
|
$
|
0.50
|
|
|
|
(1)
|
The sum of the individual quarterly earnings per share amounts may not agree with year-to-date net income (loss) per common share as each quarterly computation is based on the weighted average number of common shares outstanding during that period.
|
FRANK'S INTERNATIONAL N.V.
|
|||||||||||||||||||
Schedule II - Valuation and Qualifying Account
|
|||||||||||||||||||
(In thousands)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Balance at
|
|
Additions/
|
|
|
|
|
|
Balance at
|
||||||||||
|
Beginning of
|
|
Charged to
|
|
|
|
|
|
End of
|
||||||||||
|
Period
|
|
Expense
|
|
Deductions
|
|
Other
|
|
Period
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
2,528
|
|
|
$
|
10,374
|
|
|
$
|
(761
|
)
|
|
$
|
2,196
|
|
|
$
|
14,337
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
2,477
|
|
|
$
|
570
|
|
|
$
|
(751
|
)
|
|
$
|
232
|
|
|
$
|
2,528
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
13,614
|
|
|
$
|
1,062
|
|
|
$
|
(10,497
|
)
|
|
$
|
(1,702
|
)
|
|
$
|
2,477
|
|
#2.1
|
Membership Interest Purchase Agreement by and among Mark L. Guidry, Michael P. Maraist and Frank’s International, LLC, dated March 11, 2015 (incorporated by reference to Exhibit 2.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on May 1, 2015).
|
*#2.2
|
Agreement and Plan of Merger by and among Frank’s International N.V., FI Tools Holdings, LLC, Blackhawk Group Holdings, Inc. and Bain Capital Private Equity, LP (solely in its capacity as Stakeholder Representative) dated as of October 6, 2016.
|
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
|
Revolving Credit Agreement, dated August 14, 2013, by and among Frank's International C.V. (as Borrower), Amegy Bank National Association (as Administrative Agent), Capital One, National Association (as Syndication Agent) and the other lenders party thereto (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
|
†10.2
|
Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and Donald Keith Mosing (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
|
†10.3
|
Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and Kirkland D. Mosing (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
|
†10.4
|
Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and Sheldon Erikson (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
|
†10.5
|
Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and Steven B. Mosing (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
|
†10.6
|
Indemnification Agreement dated August 14, 2013, by and among Frank's International N.V. and W. John Walker (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
|
†10.7
|
Indemnification Agreement dated November 6, 2013, by and between Frank’s International N.V. and Michael C. Kearney (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 6, 2015).
|
†10.8
|
Indemnification Agreement dated November 6, 2013, by and between Frank’s International N.V. and Gary P. Luquette (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 6, 2015).
|
†10.9
|
Indemnification Agreement dated February 3, 2014, by and among Frank's International N.V. and Burney J. Latiolais, Jr. (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
|
†10.10
|
Indemnification Agreement dated December 1, 2014, by and between Frank’s International N.V. and Jeffrey J. Bird (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on December 1, 2014).
|
†10.11
|
Indemnification Agreement dated January 23, 2015, by and between Frank’s International N.V. and William B. Berry (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on January 27, 2015).
|
†10.12
|
Indemnification Agreement dated May 4, 2015, by and between Frank's International N.V. and Daniel A. Allinger (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).
|
†10.13
|
Indemnification Agreement dated August 4, 2015, by and between Frank's International N.V. and Alejandro Cestero (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).
|
†10.14
|
Indemnification Agreement dated October 19, 2015, by and between Frank's International N.V. and Ozong E. Etta (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).
|
*†10.15
|
Indemnification Agreement dated November 15, 2016, by and between Frank's International N.V. and Douglas Stephens.
|
†10.16
|
Separation Agreement and Release dated as of July 27, 2016 and effective as of August 15, 2016, by and between Frank's International, LLC and William John Walker (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 3, 2016).
|
*†10.17
|
Employment Offer for Burney J. Latiolais, Jr. effective as of October 5, 2016.
|
*†10.18
|
Separation, Consulting, and General Release Agreement by and between Gary P. Luquette, Frank’s International, LLC and Frank’s International N.V., effective as of November 11, 2016.
|
*†10.19
|
Employment Offer Letter for Douglas Stephens effective as of November 15, 2016.
|
†10.20
|
Separation Agreement dated December 31, 2015, by and among Frank’s International, LLC, Frank’s International N.V. and Donald Keith Mosing (incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).
|
†10.21
|
Frank's International N.V. 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 (File No. 333-190607), filed on August 13, 2013).
|
†10.22
|
Frank's International N.V. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-8 (File No. 333-190607), filed on August 13, 2013).
|
†10.23
|
First Amendment to Frank's International N.V. Employee Stock Purchase Plan effective as of December 31, 2013 (incorporated by reference to Exhibit 10.16 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
|
†10.24
|
Second Amendment to Frank's International N.V. Employee Stock Purchase Plan effective as of November 5, 2014 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 7, 2014).
|
†10.25
|
Third Amendment to Frank's International N.V. Employee Stock Purchase Plan effective as of January 1, 2016 (incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 5, 2015).
|
†10.26
|
Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 16, 2013).
|
†10.27
|
Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.18 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
|
†10.28
|
Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 16, 2013).
|
†10.29
|
First Amendment to the Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 7, 2014).
|
†10.30
|
Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.20 to the Annual Report on Form 10-K (File No. 001-36053), filed on March 4, 2014).
|
†10.31
|
Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Employee Form) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on December 1, 2014).
|
†10.32
|
Amendment to Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (IPO Grants Form) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-36053), filed on June 17, 2015).
|
†10.33
|
Amendment to Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Bonus Grants Form) (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K (File No. 001-36053), filed on June 17, 2015).
|
†10.34
|
Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Time Vested Form) (incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).
|
†10.35
|
Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Performance Based Form) (incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K (File No. 001-36053), filed on February 29, 2016).
|
†10.36
|
Frank's International N.V. 2013 Long-Term Incentive Plan Restricted Stock Unit Agreement (Non-Employee Director Form) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on July 28, 2016).
|
*†10.37
|
Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Special Incentives and Retention Form).
|
10.38
|
Frank's International N.V. Executive Change-in-Control Severance Plan, dated May 20, 2015 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 27, 2015).
|
10.39
|
Form of Frank's International N.V. Executive Change-in-Control Severance Plan Participation Agreement (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on August 5, 2015).
|
10.40
|
Frank's Executive Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
|
10.41
|
Tax Receivable Agreement, dated August 14, 2013, by and among Frank's International N.V., Frank's International C.V. and Mosing Holdings, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
|
10.42
|
Registration Rights Agreement, dated August 14, 2013, by and among Frank's International N.V., Mosing Holdings, Inc. and FWW B.V. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
|
*10.43
|
Form of Limited Waiver of Registration Rights to that certain Registration Rights Agreement, dated as of August 14, 2013, with Mosing Holdings, LLC, FWW B.V., and the other parties thereto.
|
10.44
|
Registration Rights Agreement, dated as of November 1, 2016, among Frank's International N.V., the Bain Capital Investors and certain other investors named therein (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-3 (File No. 333-214509), filed on November 8, 2016).
|
10.45
|
Global Transaction Agreement, dated July 22, 2013, by and among Frank's International N.V. and Mosing Holdings, Inc. (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 24, 2013).
|
10.46
|
Voting Agreement, dated July 22, 2013, by and among Ginsoma Family C.V., FWW B.V., Mosing Holdings, Inc., and certain other parties thereto (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1/A (File No. 333-188536), filed on July 24, 2013).
|
10.47
|
Frank's International C.V. Management Agreement, dated August 14, 2013, by and among Frank's International N.V., Frank's International LP B.V., Frank's International Management B.V. and Mosing Holdings, Inc. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K (File No. 001-36053), filed on August 19, 2013).
|
10.48
|
Amendment No. 9 to the Limited Partnership Agreement of Frank's International C.V., dated as of August 26, 2016 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (File No. 001-36053), filed on November 3, 2016).
|
*21.1
|
List of Subsidiaries of Frank's International N.V.
|
*23.1
|
Consent of PricewaterhouseCoopers LLP.
|
*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.
|
#
|
Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
|
|
By:
|
Frank's International N.V.
|
|
|
|
(Registrant)
|
|
|
|
|
Date: February 24, 2017
|
|
By:
|
/s/ Jeffrey J. Bird
|
|
|
|
Jeffrey J. Bird
|
|
|
|
Chief Financial Officer
|
Signature
|
|
Title
|
|
|
|
/s/ Douglas Stephens
|
|
President and Chief Executive Officer
|
Douglas Stephens
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Jeffrey J. Bird
|
|
Executive Vice President and Chief Financial Officer
|
Jeffrey J. Bird
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Ozong Etta
|
|
Vice President, Chief Accounting Officer
|
Ozong E. Etta
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ Michael C. Kearney
|
|
Chairman of the Board of Supervisory Directors
|
Michael C. Kearney
|
|
|
|
|
|
/s/ William B. Berry
|
|
Supervisory Director
|
William B. Berry
|
|
|
|
|
|
/s/ Sheldon Erikson
|
|
Supervisory Director
|
Sheldon R. Erikson
|
|
|
|
|
|
/s/ Gary P. Luquette
|
|
Supervisory Director
|
Gary P. Luquette
|
|
|
|
|
|
/s/ Michael E. McMahon
|
|
Supervisory Director
|
Michael E. McMahon
|
|
|
|
|
|
/s/ Donald Keith Mosing
|
|
Supervisory Director
|
Donald Keith Mosing
|
|
|
|
|
|
/s/ Kirkland D. Mosing
|
|
Supervisory Director
|
Kirkland D. Mosing
|
|
|
|
|
|
/s/ Steven B. Mosing
|
|
Supervisory Director
|
Steven B. Mosing
|
|
|
|
|
|
/s/ Alexander Vriesendorp
|
|
Supervisory Director
|
Alexander Vriesendorp
|
|
|
|
|
Page
|
ARTICLE I THE MERGER
|
1
|
|
1.01.
|
Merger
|
1
|
1.02.
|
The Closing
|
1
|
1.03.
|
Effective Time
|
2
|
1.04.
|
Effects of the Merger
|
2
|
1.05.
|
Closing Deliverables
|
3
|
1.06.
|
Conditions to All Parties' Obligations
|
4
|
1.07.
|
Conditions to Parent and Merger Sub's Obligations
|
5
|
1.08.
|
Conditions to Company's Obligations
|
6
|
1.09.
|
Waiver of Conditions
|
6
|
ARTICLE II EFFECT ON CAPITAL STOCK; MERGER CONSIDERATION
|
6
|
|
2.01.
|
Effect on Capital Stock
|
6
|
2.02.
|
Surrender and Payment
|
8
|
2.03.
|
Lost Certificates
|
9
|
2.04.
|
Dissenting Shares
|
10
|
2.05.
|
Treatment of Options
|
10
|
2.06.
|
Calculation of Closing and Final Consideration
|
11
|
2.07.
|
Adjustment Escrow
|
14
|
2.08.
|
Indemnity Escrow
|
14
|
2.09.
|
Administrative Expense Account
|
16
|
2.10.
|
Rights Not Transferable
|
16
|
2.11.
|
Final Merger Consideration
|
16
|
2.12.
|
Fractional Shares
|
16
|
2.13.
|
Further Action
|
17
|
2.14.
|
Unregistered Stakeholders
|
17
|
2.15.
|
Unclaimed Amounts
|
17
|
2.16.
|
Withholding
|
17
|
2.17.
|
Cap and Other Limitations for Electing Stockholders
|
18
|
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
19
|
|
3.01.
|
Organization and Power
|
19
|
3.02.
|
Subsidiaries
|
19
|
3.03.
|
Authorization; Valid and Binding Agreement; No Breach
|
20
|
3.04.
|
Capitalization
|
20
|
3.05.
|
Financial Statements
|
22
|
3.06.
|
Absence of Certain Developments
|
23
|
3.07.
|
Title to Properties
|
24
|
3.08.
|
Tax Matters
|
25
|
3.09.
|
Contracts and Commitments
|
28
|
3.10.
|
Intellectual Property
|
30
|
3.11.
|
Litigation
|
30
|
3.12.
|
Employee Benefit Plans
|
30
|
3.13.
|
Insurance
|
32
|
3.14.
|
Compliance with Laws
|
32
|
3.15.
|
Environmental Compliance and Conditions
|
32
|
3.16.
|
Customers and Suppliers
|
33
|
3.17.
|
Affiliated Transactions
|
34
|
3.18.
|
Employment and Labor Matters
|
34
|
3.19.
|
Anti-Bribery; Sanctions
|
35
|
3.20.
|
No Additional Representations; Disclaimer
|
37
|
3.21.
|
Brokerage
|
37
|
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND
MERGER SUB
|
38
|
|
4.01.
|
Organization and Power
|
38
|
4.02.
|
Capitalization
|
38
|
4.03.
|
Authorization; Valid and Binding Agreement; No Breach
|
38
|
4.04.
|
Reporting Compliance
|
39
|
4.05.
|
Financial Statements
|
40
|
4.06.
|
Absence of Certain Developments
|
40
|
4.07.
|
Litigation
|
40
|
4.08.
|
Compliance with Laws
|
41
|
4.09.
|
Brokerage
|
41
|
4.10.
|
WARN Act and Mass Layoffs
|
41
|
4.11.
|
Anti-Bribery; Sanctions
|
41
|
4.12.
|
No Additional Representations; Disclaimer
|
41
|
ARTICLE V COVENANTS OF THE COMPANY
|
42
|
|
5.01.
|
Conduct of the Business
|
42
|
5.02.
|
Regulatory Filings; Securities Exemptions
|
43
|
5.03.
|
Conditions
|
43
|
5.04.
|
Exclusive Dealing
|
43
|
5.05.
|
Consents; Indebtedness and Payoff Letters
|
44
|
5.06.
|
Litigation
|
44
|
5.07.
|
Employees
|
44
|
5.08.
|
Section 280G Approval
|
44
|
5.09.
|
Access to Books and Records
|
45
|
5.10.
|
Environmental Matters
|
45
|
5.11.
|
Contract Termination
|
45
|
ARTICLE VI COVENANTS TO PARENT AND MERGER SUB
|
45
|
|
6.01.
|
Access to Books and Records
|
45
|
6.02.
|
Director and Officer Liability and Indemnification
|
46
|
6.03.
|
Regulatory Filings; Securities Exemption
|
47
|
6.04.
|
Conditions
|
48
|
6.05.
|
Contact with Employees, Customers, Suppliers and Other Business
Relations
|
48
|
6.06.
|
Issuance of Parent Shares
|
48
|
6.07.
|
Section 16 Matters
|
49
|
ARTICLE VII TERMINATION
|
49
|
|
7.01.
|
Termination
|
49
|
7.02.
|
Effect of Termination
|
50
|
ARTICLE VIII INDEMNIFICATION
|
50
|
|
8.01.
|
Survival
|
50
|
8.02.
|
General Indemnification
|
51
|
8.03.
|
Third Party Claims
|
51
|
8.04.
|
Limitations on Indemnification Obligations
|
53
|
8.05.
|
Parent Obligations
|
56
|
8.06.
|
Agreed Indemnifiable Events
|
56
|
8.07.
|
Exclusive Remedy
|
57
|
8.08.
|
Interpretation of Representations and Warranties
|
57
|
8.09.
|
Tax Treatment
|
58
|
8.10.
|
Overlap
|
58
|
ARTICLE IX EMPLOYEE MATTERS
|
58
|
|
9.01.
|
Continuation of Benefits
|
58
|
9.02.
|
Credit for Service
|
58
|
9.03.
|
No Third Party Beneficiaries
|
58
|
ARTICLE X TAX CONVENANTS AND AGREEMENTS
|
59
|
|
10.01.
|
Tax Matters
|
59
|
10.02.
|
Further Assurances
|
66
|
ARTICLE XI DEFINITIONS
|
66
|
|
11.01.
|
Definitions
|
66
|
11.02.
|
Other Definitional Provisions
|
79
|
ARTICLE XII MISCELLANEOUS
|
80
|
|
12.01.
|
Press Releases and Communications
|
80
|
12.02.
|
Expenses
|
80
|
12.03.
|
Stakeholder Representative
|
80
|
12.04.
|
Notices
|
84
|
12.05.
|
Assignment
|
85
|
12.06.
|
Severability
|
85
|
12.07.
|
Construction
|
85
|
12.08.
|
Amendment and Waiver
|
86
|
12.09.
|
Complete Agreement
|
86
|
12.10.
|
Counterparts
|
86
|
12.11.
|
Governing Law
|
86
|
12.12.
|
Consent to Jurisdiction and Service of Process
|
86
|
12.13.
|
WAIVER OF JURY TRIAL
|
87
|
12.14.
|
No Third Party Beneficiaries
|
87
|
12.15.
|
Representation of Sellers and their Affiliates
|
87
|
12.16.
|
No Recourse
|
89
|
12.17.
|
Conflict Between Transaction Documents
|
90
|
12.18.
|
Specific Performance; Remedies
|
90
|
12.19.
|
Joinder
|
90
|
|
|
* * * * *
|
|
|
|
|
FRANK'S INTERNATIONAL N.V.
|
|
|
By:
|
/s/ Alejandro Cestero
|
|
|
|
Name:
|
Alejandro Cestero
|
|
|
|
Title:
|
Senior Vice President, General Counsel and
|
|
|
|
|
Secretary
|
|
|
|
Indemnitee
|
|
|
|
/s/ Douglas Stephens
|
|
|
|
Name:
|
Douglas Stephens
|
|
EMPLOYEE:
|
Burney J. Latiolais, Jr.
|
|
|
|
|
POSITION / TITLE:
|
Executive Vice President, Global Operations
|
|
|
|
|
CLASSIFICATION:
|
Exempt/Full Time
|
|
|
|
|
EFFECTIVE DATE:
|
October 5, 2016
|
|
|
|
|
BASE COMPENSATION:
|
$ 400,000.00 per year (includes auto allowance)
|
|
|
|
|
|
|
STI:
|
100% of base salary at 100% of Target
|
|
|
LTI:
|
Annual RSU or Performance Grants awarded at 100% of base
|
|
salary at 100% of Target. 3 Year graded vesting
|
|
|
VACATION:
|
No Change
|
|
|
FRANK'S INTERNATIONAL, LLC
|
|
By:
|
|
/s/ Alejandro Cestero
|
|
|
Name:
|
Alejandro Cestero
|
|
|
|
Title:
|
SVP, General Counsel & Secretary
|
||
|
Date:
|
November 11, 2016
|
|
|
|
FRANK'S INTERNATIONAL N.V.
|
|
By:
|
|
/s/ Alejandro Cestero
|
|
|
Name:
|
Alejandro Cestero
|
|
|
|
Title:
|
SVP, General Counsel & Secretary
|
||
|
Date:
|
November 11, 2016
|
|
|
|
EXECUTIVE
|
|
|
|
/s/ Gary P. Luquette
|
|
|
|
|
Gary P. Luquette
|
|
|
|
|
Date: November 11, 2016
|
ACKNOWLEDGED BY:
|
|
|
|
|
BOARD OF SUPERVISORY DIRECTORS
|
|
|
FRANK'S INTERNATIONAL N.V.
|
|
BY:
|
|
/s/ Michael Kearney
|
|
|
Name:
|
Michael Kearney
|
|
|
|
Title:
|
Chairman of the Board
|
||
|
|
|
of Supervisory Directors
|
|
|
Date:
|
November 11, 2016
|
|
|
/s/ Gary P. Luquette
|
|
|
Gary P. Luquette
|
|
|
November 11, 2016
|
|
|
Date
|
|
/s/ Douglas Stephens
|
November 11, 2016
|
|
|
Douglas Stephens
|
DATE
|
|
|
|
FRANK’S INTERNATIONAL N.V.
|
By
:
|
|
|
Name:
|
|
Title:
|
|
EMPLOYEE
|
|
|
|
|
Print Name:
|
1.
|
By your signature below and in accordance with Section 10 of the Mosing Family RRA, the undersigned Holder, for itself and on behalf of its beneficiaries, successors and assigns, hereby (i) absolutely and irrevocably waives, defers and agrees not to exercise any rights pursuant to Section 2 and Section 3 of the Registration Rights Agreement with respect to any proposed or completed offerings effected by the Stockholders or for the benefit of the Stockholders or the Company (to any extent applicable thereto) pursuant to the Merger RRA (each, a “
Merger Offering
”), including under the Shelf Registration Statement, any prospectus, or any amendment or supplement thereto (“
Offering Documents
”), and (ii) consents to the Merger RRA and the transactions contemplated thereby, including any Merger Offering and Offering Documents. Without limiting the foregoing, you acknowledge and agree that the Company will have no obligation to (i) include any of your Registrable Securities in the Offering Documents or (ii) to the extent required by Section 2 or Section 3 of the Merger RRA, provide notice to you with respect to any such Merger offering or the filing of the Offering Documents. You further acknowledge and agree that this letter agreement and the waivers and consents provided for hereby (collectively, the “
Waiver
”) will be binding on you as a Holder regardless of whether the written consent of the Company and the Holders of at least 66
2
/
3
% of the Registrable Securities or securities convertible into Registrable Securities is obtained.
|
2.
|
You represent and warrant to the Company that this Waiver has been duly authorized, executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms, and as of the date of this Waiver, you have and possess an unencumbered right to and have not assigned, encumbered or otherwise transferred any of your rights to the Registrable Securities set forth on the signature page hereto, or the Mosing Family RRA or any of your rights thereunder to any person or entity.
|
3.
|
This Waiver will be considered an amendment to the Mosing Family RRA and, except as expressly provided for by this Waiver, the Mosing Family RRA will remain unmodified and in full force and effect and binding on the parties thereto. The terms of the Mosing Family RRA, as modified by this Waiver, are hereby ratified and confirmed in all respects. Notwithstanding anything in this Waiver to the contrary, this Waiver will terminate concurrently upon the termination of the Merger RRA pursuant to Section 4.3 thereof.
|
4.
|
This Waiver may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument
. This Waiver and the terms, covenants, provisions and conditions hereof will be binding upon, and will inure to the benefit of, the respective heirs, successors and assigns of the parties hereto. You acknowledge that the Company is relying upon, and that the Stockholders and any underwriters with respect to any future underwritten offering by the Company or the Stockholders may rely on, this Waiver in carrying out of any Merger Offering. This Waiver will be governed by and construed in accordance with the laws of the State of Texas, excluding any conflict-of-laws rule or principle that might refer the governance or the construction of this Waiver to the law of another jurisdiction.
|
|
FRANK’S INTERNATIONAL N.V.
By:
Name:
Title:
|
|
HOLDER
By:
Name:
Title:
Number of Registrable Securities:
____________________________
|
Entity
|
|
Jurisdiction
|
|
|
|
Blackhawk Specialty Tools, LLC
|
|
Texas, USA
|
Frank's International Mexico S de RL de CV
|
|
Mexico
|
Frank's International Middle East BVI
|
|
British Virgin Islands
|
FI Oilfield Services Canada ULC
|
|
Alberta, Canada
|
Frank's International (B.V.I.) Limited
|
|
British Virgin Islands
|
Frank's International (Bermuda) Ltd
|
|
Bermuda
|
Frank's International Cooperatief U.A.
|
|
The Netherlands
|
Frank's International C.V.
|
|
The Netherlands
|
Frank's International Gibraltar Limited
|
|
Gibraltar
|
Frank's International Limited
|
|
United Kingdom
|
Frank's International LP B.V.
|
|
The Netherlands
|
Frank's International Middle East FZCO
|
|
United Arab Emirates
|
Frank's International Operations B.V.
|
|
The Netherlands
|
Frank's International Venezuela S.C.A.
|
|
Venezuela
|
Frank's International West Africa (BVI) Limited
|
|
British Virgin Islands
|
Frank's International, LLC
|
|
Texas, USA
|
Frank's Oilfield Services, Limited
|
|
British Virgin Islands
|
Oilfield Equipment Rentals B.V.
|
|
The Netherlands
|
Oilfield Equipment Rentals Limited
|
|
Dubai / Jebel Alie Free Zone
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2016
(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 Annual Report on Form 10-K for the year ended
December 31, 2016
(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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 24, 2017
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/s/ Douglas Stephens
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Douglas Stephens
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President and Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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February 24, 2017
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/s/ Jeffrey J. Bird
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Jeffrey J. Bird
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Executive Vice President and Chief Financial Officer
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