UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the quarterly period ended September 30, ~~2016~~2017

¨ Transition Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the transition period from ______ to ______

Commission file number: 001-36053

Frank’s International N.V.

(Exact name of registrant as specified in its charter)



	The Netherlands		98-1107145
	(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification number)

	Mastenmakersweg 1
	1786 PB Den Helder, The Netherlands		Not Applicable
	(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +31 (0)22 367 0000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer” and~~filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨(Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No þ

As of ~~November 1, 2016,~~October 27, 2017, there were ~~222,391,338~~223,107,260 shares of common stock, €0.01 par value per share, outstanding.



TABLE OF CONTENTS
		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited) at September 30, ~~2016~~2017 and December 31, ~~2015~~2016	3
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months
	Ended September 30, ~~2016~~2017 and ~~2015~~2016	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the Three and Nine Months
	Ended September 30, ~~2016~~2017 and ~~2015~~2016	5
	Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the Nine Months
	Ended September 30, ~~2016~~2017 and ~~2015~~2016	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months
	Ended September 30, ~~2016~~2017 and ~~2015~~2016	7
	Notes to the Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and
	Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	4039

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	4240

Item 1A.	Risk Factors	4240

Item 6.	Exhibits	4240

Signatures		4341

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


FRANK'S INTERNATIONAL N.V.	FRANK'S INTERNATIONAL N.V.						FRANK'S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED BALANCE SHEETS	CONDENSED CONSOLIDATED BALANCE SHEETS						CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)	(In thousands, except share data)						(In thousands, except share data)

	September 30,			December 31,			September 30,			December 31,
	2016			2015			2017			2016
Assets	(Unaudited)						(Unaudited)
Current assets:
Cash and cash equivalents	$	529,850		$	602,359		$	233,338		$	319,526
Short-term investments							60,598			—
Accounts receivables, net	155,363			246,191			140,906			167,417
Inventories	136,616			161,263			132,961			139,079
Assets held for sale							3,792			—
Other current assets	8,382			13,923			6,893			14,027
Total current assets	830,211			1,023,736			578,488			640,049

Property, plant and equipment, net	573,874			624,959			497,784			567,024
Goodwill and intangible assets, net	23,846			25,210			247,699			256,146
Deferred tax assets							—			79,309
Other assets	98,448			52,933			33,344			45,533
Total assets	$	1,526,379		$	1,726,838		$	1,357,315		$	1,588,061

Liabilities and Equity
Current liabilities:
Short-term debt	$	315		$	7,321		$	87		$	276
Accounts payable	13,673			12,784			21,172			16,081
Deferred revenue	28,163			57,637			9,035			18,072
Accrued and other current liabilities	79,121			111,884			75,094			64,950
Total current liabilities	121,272			189,626			105,388			99,379

Deferred tax liabilities	—			40,257			254			20,951
Other non-current liabilities	157,174			44,824			28,190			156,412
Total liabilities	278,446			274,707			133,832			276,742

Commitments and contingencies (Note 18)

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
Commitments and contingencies (Note 15)

Stockholders' equity:
Common stock, €0.01, par value, 798,096,000 shares authorized: 210,283,042 shares issued and 209,542,050 shares outstanding at 2016 and 745,120,000 shares authorized, 155,661,150 shares issued and 155,146,338 shares outstanding at 2015	2,661			2,045
Common stock, €0.01 par value, 798,096,000 shares authorized, 223,906,195 and 223,161,356 shares issued and 223,061,559 and 222,401,427 shares outstanding							2,810			2,802
Additional paid-in capital	889,375			712,486			1,048,498			1,036,786
Retained earnings	400,135			531,621			215,793			317,270
Accumulated other comprehensive loss	(31,894		)	(25,555		)	(30,510		)	(32,977		)
Treasury stock (at cost), 740,992 at 2016 and 514,812 shares at 2015	(12,344		)	(9,298		)
Total stockholders' equity	1,247,933			1,211,299
Noncontrolling interest	—			240,127
Treasury stock (at cost), 844,636 and 759,929 shares							(13,108		)	(12,562		)
Total equity	1,247,933			1,451,426			1,223,483			1,311,319
Total liabilities and equity	$	1,526,379		$	1,726,838		$	1,357,315		$	1,588,061

The accompanying notes are an integral part of these condensed consolidated financial statements.

																									FRANK'S INTERNATIONAL N.V.	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	(In thousands, except per share data)	(Unaudited)

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2016			2015			2016			2015			2017			2016			2017			2016
Revenues:
Equipment rentals and services	$	85,698		$	176,553		$	312,132		$	610,240		$	92,547		$	85,698		$	272,402		$	312,132
Products	19,416			63,330			67,414			161,384			15,536			19,416			64,071			67,414
Total revenue	105,114			239,883			379,546			771,624			108,083			105,114			336,473			379,546

Operating expenses:
Cost of revenues, exclusive of depreciation
and amortization
Cost of revenues, exclusive of depreciation and amortization
Equipment rentals and services	47,002			72,389			155,367			242,681			60,981			57,307			178,865			189,965
Products	13,237			34,174			42,594			90,081			10,750			16,029			45,162			51,446
General and administrative expenses	52,774			66,929			182,036			210,523			39,963			39,677			125,107			138,586
Depreciation and amortization	26,545			29,032			84,278			80,743			30,650			26,545			92,700			84,278
Severance and other charges	14,534			1,186			18,858			14,208			1,648			14,534			2,386			18,858
Change in value of contingent consideration	—			(1,532		)	—			(1,532		)
Gain on sale of assets	(46		)	(1,392		)	(1,095		)	(521		)	(829		)	(46		)	(2,091		)	(1,095		)
Operating income (loss)	(48,932		)	39,097			(102,492		)	135,441
Operating loss													(35,080		)	(48,932		)	(105,656		)	(102,492		)

Other income (expense):
Other income	984			918			2,145			2,976
Derecognition of the tax receivable agreement liability													122,515			—			122,515			—
Other income (expense), net													(384		)	984			348			2,145
Interest income, net	646			173			1,050			150			1,019			646			2,170			1,050
Foreign currency loss	(1,696		)	(5,329		)	(5,907		)	(6,563		)
Mergers and acquisition expense													—			—			(459		)	—
Foreign currency gain (loss)													1,839			(1,696		)	3,184			(5,907		)
Total other income (expense)	(66		)	(4,238		)	(2,712		)	(3,437		)	124,989			(66		)	127,758			(2,712		)

Income (loss) before income tax expense (benefit)	(48,998		)	34,859			(105,204		)	132,004			89,909			(48,998		)	22,102			(105,204		)
Income tax expense (benefit)	(6,800		)	10,771			(15,311		)	32,662			87,613			(6,800		)	72,419			(15,311		)
Net income (loss)	(42,198		)	24,088			(89,893		)	99,342			2,296			(42,198		)	(50,317		)	(89,893		)
Net income (loss) attributable to noncontrolling interest	(5,216		)	7,523			(20,741		)	27,668
Net loss attributable to noncontrolling interest													—			(5,216		)	—			(20,741		)
Net income (loss) attributable to Frank's International N.V.	(36,982		)	16,565			(69,152		)	71,674			2,296			(36,982		)	(50,317		)	(69,152		)
Preferred stock dividends	—			—			(1		)	(2		)	—			—			—			(1		)
Net income (loss) available to Frank's International N.V.
common shareholders	$	(36,982	)	$	16,565		$	(69,153	)	$	71,672
Net income (loss) available to Frank's International N.V. common shareholders													$	2,296		$	(36,982	)	$	(50,317	)	$	(69,153	)

Earnings (loss) per common share:
Dividends per common share													$	0.075		$	0.075		$	0.225		$	0.375

Income (loss) per common share:
Basic	$	(0.21	)	$	0.11		$	(0.43	)	$	0.46		$	0.01		$	(0.21	)	$	(0.23	)	$	(0.43	)
Diluted	$	(0.21	)	$	0.11		$	(0.43	)	$	0.46		$	0.01		$	(0.21	)	$	(0.23	)	$	(0.43	)

Weighted average common shares outstanding:
Basic	177,125			154,813			162,656			154,502			223,056			177,125			222,847			162,656
Diluted	177,125			209,349			162,656			209,052			223,581			177,125			222,847			162,656

The accompanying notes are an integral part of these condensed consolidated financial statements.

																									FRANK'S INTERNATIONAL N.V.	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)	(In thousands)	(Unaudited)

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2016			2015			2016			2015			2017			2016			2017			2016

Net income (loss)	$	(42,198	)	$	24,088		$	(89,893	)	$	99,342		$	2,296		$	(42,198	)	$	(50,317	)	$	(89,893	)
Other comprehensive income (loss):
Foreign currency translation adjustments	74			(3,713		)	1,824			(12,287		)	1,488			74			2,809			1,824
Marketable securities:
Unrealized gain (loss) on marketable securities	(50		)	(330		)	1,066			(1,621		)	(101		)	(50		)	(105		)	1,066
Reclassification to net income													—			—			(395		)	—
Deferred tax asset / liability change	(5		)	137			(465		)	374			—			(5		)	158			(465		)
Unrealized gain (loss) on marketable securities, net of tax	(55		)	(193		)	601			(1,247		)	(101		)	(55		)	(342		)	601
Total other comprehensive income (loss)	19			(3,906		)	2,425			(13,534		)
Total other comprehensive income													1,387			19			2,467			2,425
Comprehensive income (loss)	(42,179		)	20,182			(87,468		)	85,808			3,683			(42,179		)	(47,850		)	(87,468		)
Less: Comprehensive income (loss) attributable to noncontrolling interest	(5,264		)	6,527			(20,180		)	24,216
Add: Transfer of MHI interest to FINV attributable to comprehensive loss (See Note 11)	(8,203		)	—			(8,203		)	—
Less: Comprehensive loss attributable to noncontrolling interest													—			(5,264		)	—			(20,180		)
Add: Transfer of Mosing Holdings, LLC ("Mosing Holdings") interest to FINV attributable to comprehensive loss													—			(8,203		)	—			(8,203		)
Comprehensive income (loss) attributable to Frank's International N.V.	$	(45,118	)	$	13,655		$	(75,491	)	$	61,592		$	3,683		$	(45,118	)	$	(47,850	)	$	(75,491	)

The accompanying notes are an integral part of these condensed consolidated financial statements.


FRANK'S INTERNATIONAL N.V.	FRANK'S INTERNATIONAL N.V.																						FRANK'S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY																						CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)	(In thousands)																						(In thousands)
(Unaudited)	(Unaudited)																						(Unaudited)

	Nine Months Ended September 30, 2015																						Nine Months Ended September 30, 2016
											Accumulated																						Accumulated
					Additional						Other						Non-			Total							Additional						Other						Non-			Total
	Common Stock				Paid-In			Retained			Comprehensive			Treasury			controlling			Stockholders'			Common Stock				Paid-In			Retained			Comprehensive			Treasury			controlling			Stockholders'
	Shares		Value		Capital			Earnings			Income (Loss)			Stock			Interest			Equity			Shares		Value		Capital			Earnings			Income (Loss)			Stock			Interest			Equity
Balances at December 31, 2014	154,327		$	2,033	$	683,611		$	545,357		$	(14,210	)	$	(4,801	)	$	260,546		$	1,472,536
Net income	—		—		—			71,674			—			—			27,668			99,342
Balances at December 31, 2015																							155,146		$	2,045	$	712,486		$	531,621		$	(25,555	)	$	(9,298	)	$	240,127		$	1,451,426
Net loss																							—		—		—			(69,152		)	—			—			(20,741		)	(89,893		)
Foreign currency translation adjustments	—		—		—			—			(9,154		)	—			(3,133		)	(12,287		)	—		—		—			—			1,443			—			381			1,824
Unrealized loss on marketable securities	—		—		—			—			(928		)	—			(319		)	(1,247		)
Change in marketable securities																							—		—		—			—			421			—			180			601
Equity-based compensation expense	—		—		24,753			—			—			—			—			24,753			—		—		12,356			—			—			—			—			12,356
Distributions to noncontrolling interest	—		—		—			—			—			—			(43,539		)	(43,539		)	—		—		—			—			—			—			(8,027		)	(8,027		)
Common stock dividends ($0.45 per share)	—		—		—			(69,573		)	—			—			—			(69,573		)
Common stock dividends ($0.375 per share)																							—		—		—			(62,333		)	—			—			—			(62,333		)
Preferred stock dividends	—		—		—			(2		)	—			—			—			(2		)	—		—		—			(1		)	—			—			—			(1		)
Transfer of Mosing Holdings interest to FINV																							—		—		238,367			—			(8,203		)	—			(211,920		)	18,244
Common shares issued on conversion of Series A preferred stock ("Preferred Stock")																							52,976		597		—			—			—			—			—			597
Common shares issued upon vesting of restricted stock units	1,040		12		(12		)	—			—			—			—			—			1,569		18		(18		)	—			—			—			—			—
Common shares issued for ESPP	20		—		290			—			—			—			—			290
Tax receivable agreement ("TRA") and associated deferred taxes																							—		—		(74,788		)	—			—			—			—			(74,788		)
Common shares issued for employee stock purchase plan ("ESPP")																							76		1		972			—			—			—			—			973
Treasury shares withheld	(262	)	—		—			—			—			(4,359		)	—			(4,359		)	(225	)	—		—			—			—			(3,046		)	—			(3,046		)
Balances at September 30, 2015	155,125		$	2,045	$	708,642		$	547,456		$	(24,292	)	$	(9,160	)	$	241,223		$	1,465,914
Balances at September 30, 2016																							209,542		$	2,661	$	889,375		$	400,135		$	(31,894	)	$	(12,344	)	$	—		$	1,247,933

	Nine Months Ended September 30, 2016																						Nine Months Ended September 30, 2017
											Accumulated																						Accumulated
					Additional						Other						Non-			Total							Additional						Other						Non-			Total
	Common Stock				Paid-In			Retained			Comprehensive			Treasury			controlling			Stockholders'			Common Stock				Paid-In			Retained			Comprehensive			Treasury			controlling			Stockholders'
	Shares		Value		Capital			Earnings			Loss			Stock			Interest			Equity			Shares		Value		Capital			Earnings			Income (Loss)			Stock			Interest			Equity
Balances at December 31, 2015	155,146		$	2,045	$	712,486		$	531,621		$	(25,555	)	$	(9,298	)	$	240,127		$	1,451,426
Balances at December 31, 2016																							222,401		$	2,802	$	1,036,786		$	317,270		$	(32,977	)	$	(12,562	)	$	—		$	1,311,319
Net loss	—		—		—			(69,152		)	—			—			(20,741		)	(89,893		)	—		—		—			(50,317		)	—			—			—			(50,317		)
Foreign currency translation adjustments	—		—		—			—			1,443			—			381			1,824			—		—		—			—			2,809			—			—			2,809
Unrealized gain on marketable securities	—		—		—			—			421			—			180			601
Change in marketable securities																							—		—		—			—			(342		)	—			—			(342		)
Equity-based compensation expense	—		—		12,356			—			—			—			—			12,356			—		—		11,458			—			—			—			—			11,458
Distribution to noncontrolling interest	—		—		—			—			—			—			(8,027		)	(8,027		)
Common stock dividends ($0.375 per share)	—		—		—			(62,333		)	—			—			—			(62,333		)
Preferred stock dividends	—		—		—			(1		)	—			—			—			(1		)
Transfer of MHI interest to FINV	—		—		238,367			—			(8,203		)	—			(211,920		)	18,244
Common shares issued on conversion of Series A preferred stock	52,976		597		—			—			—			—			—			597
Common stock dividends ($0.225 per share)																							—		—		—			(50,424		)	—			—			—			(50,424		)
Common shares issued upon vesting of restricted stock units	1,569		18		(18		)	—			—			—			—			—			694		7		(7		)	—			—			—			—			—
Tax Receivable Agreement ("TRA") and associated deferred taxes	—		—		(74,788		)	—			—			—			—			(74,788		)
Common shares issued for ESPP	76		1		972			—			—			—			—			973			50		1		511			—			—			—			—			512
Treasury shares issued upon vesting of restricted stock units																							4		—		(84		)	—			—			66			—			(18		)
Treasury shares issued for ESPP																							106		—		(166		)	(736		)	—			1,642			—			740
Treasury shares withheld	(225	)	—		—			—			—			(3,046		)	—			(3,046		)	(193	)	—		—			—			—			(2,254		)	—			(2,254		)
Balances at September 30, 2016	209,542		$	2,661	$	889,375		$	400,135		$	(31,894	)	$	(12,344	)	$	—		$	1,247,933
Balances at September 30, 2017																							223,062		$	2,810	$	1,048,498		$	215,793		$	(30,510	)	$	(13,108	)	$	—		$	1,223,483

The accompanying notes are an integral part of these condensed consolidated financial statements.

													FRANK'S INTERNATIONAL N.V.	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	(In thousands)	(Unaudited)
							Nine Months Ended
	Nine Months Ended						September 30,
	September 30,						2017			2016
	2016			2015
Cash flows from operating activities
Net income (loss)	$	(89,893	)	$	99,342
Adjustments to reconcile net income (loss) to cash provided by operating activities
Net loss							$	(50,317	)	$	(89,893	)
Adjustments to reconcile net loss to cash provided by operating activities
Derecognition of the TRA liability							(122,515		)	—
Depreciation and amortization	84,278			80,743			92,700			84,278
Equity-based compensation expense	12,356			24,753			11,458			12,356
Amortization of deferred financing costs	123			123			267			123
Deferred tax provision (benefit)	(25,772		)	13,823			12,824			(25,772		)
Reversal of deferred tax assets associated with the TRA							49,775			—
Provision for bad debts	10,410			(122		)	358			10,410
(Gain) loss on sale of assets	(1,095		)	(521		)
Changes in fair value of marketable securities	(1,061		)	1,736
Unrealized gain on derivative	296			—
Change in value of contingent consideration	—			(1,532		)
Gain on sale of assets							(2,091		)	(1,095		)
Changes in fair value of investments							(2,009		)	(1,061		)
Realized loss on sale of investment							478			—
Unrealized loss on derivatives							49			296
Other	—			(3,909		)	(1,187		)	—
Changes in operating assets and liabilities
Accounts receivable	82,042			62,711			23,917			82,042
Inventories	20,032			37,576			6,146			20,032
Other current assets	5,990			11,801			7,097			5,990
Other assets	(4		)	2,479			1,948			(4		)
Accounts payable	474			1,162			(962		)	474
Deferred revenue	(29,479		)	(17,672		)	(9,039		)	(29,479		)
Accrued and other current liabilities	(28,556		)	(17,991		)	9,272			(28,556		)
Other non-current liabilities	(12,295		)	885			(3,584		)	(12,295		)
Net cash provided by operating activities	27,846			295,387			24,585			27,846

Cash flows from investing activities
Acquisition of Timco Services, Inc. (net of acquired cash)	—			(78,676		)
Purchases of property, plant and equipment	(29,777		)	(88,296		)	(18,604		)	(29,777		)
Proceeds from sale of assets and equipment	2,235			3,100
Proceeds from sale of assets							10,690			2,235
Proceeds from sale of investments	11,101			—			11,499			11,101
Purchase of marketable securities	(921		)	(94		)
Purchase of investments							(60,764		)	(921		)
Other							(64		)	—
Net cash used in investing activities	(17,362		)	(163,966		)	(57,243		)	(17,362		)

Cash flows from financing activities
Repayments of borrowings	(7,120		)	(57		)	(190		)	(7,120		)
Proceeds from borrowings	318			—			—			318
Costs of Series A convertible preferred stock conversion to common stock	(595		)	—
Costs of Preferred Stock conversion to common stock							—			(595		)
Dividends paid on common stock	(62,333		)	(69,573		)	(50,424		)	(62,333		)
Dividends paid on preferred stock	(1		)	(2		)
Dividends paid on Preferred Stock							—			(1		)
Distribution to noncontrolling interest	(8,027		)	(43,539		)	—			(8,027		)
Treasury shares withheld	(3,046		)	(4,359		)
Net treasury shares withheld for taxes							(2,272		)	(3,046		)
Proceeds from the issuance of ESPP shares	973			290			1,252			973
Net cash used in financing activities	(79,831		)	(117,240		)	(51,634		)	(79,831		)
Effect of exchange rate changes on cash	(3,162		)	3,518			(1,896		)	(3,162		)
Net increase (decrease) in cash	(72,509		)	17,699
Net decrease in cash and cash equivalents							(86,188		)	(72,509		)
Cash and cash equivalents at beginning of period	602,359			489,354			319,526			602,359
Cash and cash equivalents at end of period	$	529,850		$	507,053		$	233,338		$	529,850

The accompanying notes are an integral part of these condensed consolidated financial statements.

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Basis of Presentation

Nature of Business

Frank’s International N.V. ("FINV"), a limited liability company organized under the laws of The Netherlands, is a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry. FINV provides services to leading exploration and production companies in both offshore and onshore environments with a focus on complex and technically demanding wells.

Basis of Presentation

The condensed consolidated financial statements of FINV for the three and nine months ended September 30, ~~2016~~2017 and ~~2015~~2016 include the activities of Frank's International C.V. ("FICV") and its wholly owned subsidiaries (collectively, the "Company," "we," "us" or "our"). All intercompany accounts and transactions have been eliminated for purposes of preparing these condensed consolidated financial statements.

Our accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. The ~~Consolidated Balance Sheet~~consolidated balance sheet at December 31, ~~2015~~2016 is derived from audited financial statements. However, certain information and footnote disclosures required by generally accepted accounting principles in the United States of America ("GAAP") for complete annual financial statements have been omitted and, therefore, these interim financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, ~~2015,~~2016, which are included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February ~~29, 2016.~~24, 2017 ("Annual Report"). In the opinion of management, these condensed consolidated financial statements, which have been prepared pursuant to the rules of the SEC and GAAP for interim financial reporting, reflect all adjustments, which consisted only of normal recurring adjustments that were necessary for a fair statement of the interim periods presented. The results of operations for interim periods are not necessarily indicative of those for a full year.

The condensed consolidated financial statements have been prepared on a historical cost basis using the United States dollar as the reporting currency. Our functional currency is primarily the United States dollar.

Reclassifications

Historically, and through December 31, 2016, certain direct and indirect costs related to operations and manufacturing were classified and reported as general and administrative expenses ("G&A"). The historical classification was consistent with the information used by the Company’s chief operating decision maker ("CODM") to assess performance of the Company’s segments and make resource allocation decisions, and the classification of such costs within the condensed consolidated statements of operations was aligned with the segment presentation. Effective January 1, 2017, the Company changed the classification of certain of these costs in its segment reporting disclosures and within the condensed consolidated statements of operations to reflect a change in the presentation of the information used by the Company’s CODM.

This reclassification of costs between cost of revenue and G&A has no net impact to the condensed consolidated statements of operations or to total segment reporting. The change will better reflect the CODM's philosophy on assessing performance and allocating resources, as well as improve comparability to the Company's peer group. This is a change in costs classification and has been reflected retrospectively for all periods presented.

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of reclassifications to previously reported amounts (in thousands):



	Three Months Ended September 30, 2016							Nine Months Ended September 30, 2016
	As previously reported		Reclassifications			As currently reported		As previously reported		Reclassifications			As currently reported
Condensed Consolidated Statements of Operations
Cost of revenues, exclusive of depreciation and amortization
Equipment rentals and services	$	47,002	$	10,305		$	57,307	$	155,367	$	34,598		$	189,965
Products	13,237		2,792			16,029		42,594		8,852			51,446
General and administrative expenses	52,774		(13,097		)	39,677		182,036		(43,450		)	138,586

Significant Accounting Policies

Short‑term investments

Short‑term investments consist of commercial paper. These investments have original maturities of greater than three months but less than twelve months. They are classified as held-to-maturity investments, which are recorded at amortized cost.

Recent Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of accounting standards updates ("ASUs") to the FASB’s Accounting Standards Codification.

We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and were either determined to be not applicable or are expected to have ~~minimal~~immaterial impact on our consolidated financial position or results of operations.

In May 2017, the FASB issued guidance to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when accounting for a change to the terms and conditions of a share-based payment award. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted. The amendments in this guidance should be applied prospectively to an award modified on or after the adoption date. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In January 2017, the FASB issued guidance that simplifies the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. The new standard will be applied prospectively, and is effective for public companies for their annual or any interim goodwill impairment tests for fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company has adopted the provisions of this new accounting guidance for the Company's annual goodwill impairment analysis for the year ended December 31, 2017.

In January 2017, the FASB issued new accounting guidance for business combinations clarifying the definition of a business. The objective of the guidance is to help companies and other organizations which have acquired or sold a business to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. For public entities, the guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. Early adoption is permitted under certain circumstances. Management is evaluating the provisions of this new accounting guidance.

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In October 2016, the FASB issued new accounting guidance for recognition of income tax consequences of an intra-entity transfer of an asset other than inventory. The objective of the guidance is to eliminate the exception for an intra-entity transfer of an asset other than inventory and requires an entity to recognize the income tax consequences at the time of transfer rather than when the asset is sold to a third party. For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements have not yet been issued. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In August 2016, the FASB issued new accounting guidance for classification of certain cash receipts and cash payments in the statement of cash flows. The objective of the guidance is to reduce the existing diversity in practice related to the presentation and classification of certain cash receipts and cash payments. The guidance addresses eight specific cash flow issues including but not limited to, debt prepayment or extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims and proceeds from the settlement of corporate-owned life insurance policies. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years and is retrospective for all periods presented. Early adoption is permitted including for interim periods. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

trade receivables, with a methodology that reflects expected credit losses, which considers historical and current information as well as reasonable and supportable forecasts. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early application is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Management is evaluating the provisions of this new accounting guidance, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.

In March 2016, the FASB issued accounting guidance on equity compensation, which simplifies the accounting for the taxes related to equity-based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The ASU also gives an option to recognize actual forfeitures when they occur and clarifies the statement of cash flow presentation for certain components of share-based awards. ~~This~~We adopted this guidance ~~is effective for fiscal years,~~on January 1, 2017 and ~~interim periods within those years, beginning after December 31, 2016.~~have elected to recognize actual forfeitures when they occur. The adoption ~~of this guidance is~~did not ~~expected to~~ have ~~a material~~an impact on our consolidated financial statements.

In February 2016, the FASB issued accounting guidance for leases. The main objective of the accounting guidance is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous GAAP and the new guidance is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases. The new guidance requires lessees to recognize assets and liabilities arising from leases on the balance sheet and further defines a lease as a contract that conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Control over the use of the identified asset means that the customer has both (1) the right to obtain substantially all of the economic benefit from the use of the asset and (2) the right to direct the use of the asset. The accounting guidance requires disclosures by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. For public entities, the guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years; early application is permitted. We are currently evaluating the impact of this accounting standard update on our consolidated financial ~~statements.~~statements and plan to adopt the new standard effective January 1, 2019.

In January 2016, the FASB issued accounting guidance on the recognition and measurement of financial assets and financial liabilities. Under this guidance, equity investments will be measured at fair value with changes in fair value recognized in net income. The guidance requires public businesses to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset. The guidance also eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The guidance is not applicable to equity investments accounted for under the equity method of accounting. The guidance is effective for interim and annual periods beginning after December 15, 2017. Management does not believe the adoption will have a material impact on our consolidated financial statements.

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In July 2015, the FASB issued accounting guidance on simplifying the measurement of inventory. Under this guidance, inventory will be measured at the lower of cost and net realizable value. Options that currently exist for market value will be eliminated. The guidance defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. No other changes were made to the current guidance on inventory measurement. This guidance will be effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. Management is evaluating the provisions of this statement and has not determined what impact the adoption of the new accounting guidance will have on our consolidated financial statements.

In February 2015, the FASB issued guidance on the amendments to the consolidation analysis, which affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) provide a scope exception from consolidation guidance for reporting entities with interest in legal entities that are required to comply with or operate in accordance with requirements that are similar to those for registered money market funds. We adopted this guidance on January 1, ~~2016~~2017, and the adoption did not have a material impact on our consolidated financial statements.

In January 2015, the FASB issued guidance on the income statement presentation, which eliminates the concept of extraordinary items while retaining certain presentation and disclosure guidance for items that are unusual in nature or occur infrequently. We adopted this guidance on January 1, 2016 and the adoption did not have a material impact on our consolidated financial statements.

In August 2014, the FASB issued accounting guidance on the disclosure of uncertainties about an entity's ability to continue as a going concern. This update requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. The guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. We are currently assessing the impact of the adoption of this guidance on our consolidated financial position and results of operations.

In May 2014, the FASB issued amendments to guidance on the recognition of revenue based upon the entity’s contracts with customers to transfer goods or services. Under the new standard, ~~update,~~ an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. OnThe standard creates a five step model that requires companies to exercise judgment when considering the terms of a contract and all relevant facts and circumstances. The standard allows for several transition methods: (a) a full retrospective adoption in which the standard is applied to all of the periods presented, or (b) a modified retrospective adoption in which the standard is applied only to the most current period presented in the financial statements, including additional disclosures of the standard’s application impact to individual financial statement line items. In July 9, 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual periods, and interim reporting periods within those fiscal years, beginning after that date. ~~The FASB will also permit early adoption of the standard, but not before the original effective date of December 15, 2016.~~

We are currently ~~evaluating~~determining the impacts of the new standard on our contract portfolio. Our implementation efforts to date include the identification of revenue streams with similar contract structures, performing a detailed review of key contracts by revenue stream and comparing historical policies and practices to the new standard. Our evaluation of the impact of ~~this accounting standard update~~the new guidance on our consolidated financial ~~statements.~~statements is ongoing and we continue to evaluate the quantitative and qualitative impacts of the standard on timing of recognition for various revenues. While we are continuing to perform our analysis, at the present time, we anticipate the adoption of the new standard will have an immaterial impact on revenues from contracts for equipment rentals and services. However, revenues from product sales with bill-and-hold arrangements may be accelerated once we adopt the new standard. We will adopt the new standard effective January 1, 2018 using the modified retrospective method.

Note 2—Noncontrolling Interest

We hold an economic interest in FICV and are responsible for all operational, management and administrative decisions relating to FICV’s business. ~~As a result,~~Effective with the ~~financial results~~August 2016 conversion of all of Mosing Holdings' Preferred Stock, Mosing Holdings transferred all its interest in FICV ~~are consolidated~~to us and the noncontrolling interest associated with ~~ours and~~Mosing Holdings was eliminated.

Historically we ~~record~~recorded a noncontrolling interest on our condensed consolidated balance sheet with respect to the remaining economic interest in FICV held by Mosing ~~Holdings, Inc. ("MHI").~~Holdings. Net ~~income (loss)~~loss attributable to noncontrolling interest on the statements of operations ~~represents~~represented the portion of earnings or losses attributable to the economic interest in FICV held by ~~MHI.~~Mosing Holdings. The allocable domestic ~~income (loss)~~loss from FICV to FINV iswas subject to U.S. taxation.

Effective with the August 2016 conversion of all of MHI's Series A preferred stock (see Note 11 – Preferred Stock), MHI transferred all its interest in FICV to us. As a result, the amount included in net income (loss) attributable to noncontrolling interest for the three and nine months ended September 30, 2016 is through August 26, 2016.

1011

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of net ~~income (loss)~~loss attributable to noncontrolling interest is detailed as follows (in thousands):

Three Months Ended Nine Months Ended
September 30, September 30,
2016 2015 2016 2015
Net income (loss) $ (42,198 ) $ 24,088
$ (89,893 ) $ 99,342
Add: Net loss after MHI contributed interest to FINV (1) 18,355
—
18,355
—
Add: Provision (benefit) for U.S. income taxes of FINV (2) 3,078
4,570
(10,414 ) 11,645
Less: (Income) loss of FINV (3) 97
903
23
(2,487 )
Net income (loss) subject to noncontrolling interest (20,668 ) 29,561
(81,929 ) 108,500
Noncontrolling interest percentage (4) 25.2 % 25.4 % 25.2 % 25.4 %
Net income (loss) attributable to noncontrolling interest $ (5,216 ) $ 7,523
$ (20,741 ) $ 27,668



	Three Months Ended			Nine Months Ended
	September 30, 2016
Net loss	$	(42,198	)	$	(89,893	)
Add: Net loss after Mosing Holdings contributed interest to FINV ⁽¹⁾	18,355			18,355
Add: Provision (benefit) for U.S. income taxes of FINV ⁽²⁾	3,078			(10,414		)
Less: Loss of FINV ⁽³⁾	97			23
Net loss subject to noncontrolling interest	(20,668		)	(81,929		)
Noncontrolling interest percentage ⁽⁴⁾	25.2		%	25.2		%
Net loss attributable to noncontrolling interest	$	(5,216	)	$	(20,741	)


⁽¹⁾	Represents net loss after August 26, 2016, when ~~MHI~~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 ~~MHI~~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, ~~MHI~~Mosing Holdings delivered its economic interest in FICV to us.

Note 3—Acquisition and Divestitures

Blackhawk Acquisition

On ~~April~~November 1, ~~2015, Frank’s International,~~2016, we completed a transaction to acquire all outstanding shares in Blackhawk Group Holdings, Inc., the ultimate parent company of Blackhawk Specialty Tools LLC, ("Blackhawk") pursuant to the terms of a ~~Texas limited liability company (“Frank’s LLC”)~~definitive merger agreement dated October 6, 2016. Blackhawk is a leading provider of well construction and ~~an indirect~~well intervention services and products and the acquisition will allow us to combine Blackhawk’s cementing tool expertise and well intervention services with our global tubular running services. In conjunction with the acquisition, FI Tools Holdings, LLC, our newly formed subsidiary, merged with and into Blackhawk, with Blackhawk surviving the merger as our wholly-owned ~~subsidiary~~subsidiary. The merger consideration was comprised of ~~FICV closed~~a combination of $150.4 million of cash on hand and 12.8 million shares of our common stock, on a transaction, which was not a significant acquisition, to purchase all of the outstanding equity interests of Timco Services, Inc. ("Timco"), a Louisiana corporation with a strong presence in the Permian Basin and Eagle Ford Shale regions, in exchangecash-free, debt-free basis, for consideration consisting of (i) approximately $81.0 million inclusive of a tax reimbursement payment of $8.0 million as well as closing adjustments for normal operating activity and customary purchase price adjustments and (ii) contingenttotal consideration of ~~up to $20.0~~$294.6 million ~~payable in two separate payments~~(based on our closing share price on October 31, 2016 of $10.0 million based upon exceeding certain targets of the United States land rotary rig count, as reported by Baker Hughes, over prescribed time periods. As of September 30, 2016, the contingent consideration had a fair value of approximately $7.0 thousand. In addition, each party agreed to indemnify the other for breaches of representations$11.25 and ~~warranties, breaches of covenants and certain other matters, subject to certain exceptions.~~including working capital adjustments).

The ~~Timco~~unaudited pro forma financial information presented below includes adjustments for amortization expense for identified intangible assets and depreciation expense based on the fair value and estimated lives of acquired property, plant and equipment. In addition, acquisition related costs are excluded from the unaudited pro forma financial information.

The following table shows our unaudited pro forma financial information assuming the transaction occurred on January 1, 2015 (in thousands, except per share amounts):



	Three Months Ended			Nine Months Ended
	September 30, 2016
Revenue	$	120,902		$	431,962
Net loss applicable to common shares	(41,686		)	(82,650		)
Loss per common share:
Basic and diluted	$	(0.22	)	$	(0.47	)

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Blackhawk acquisition was accounted for as a business ~~combination in accordance with accounting guidance.~~combination. The purchase price is allocated to the fair value of assets acquired and liabilities assumed based on a discounted cash flow model and goodwill is recognized for the excess consideration transferred over the fair value of the net assets. ~~We recognized $4.9 million of goodwill.~~

The ~~goodwill was assigned to the U.S. Services segment and is deductible for tax purposes. The~~preliminary purchase price allocation was ~~finalized during~~prepared in connection with our annual financial statements filed on our Annual Report. In 2017, we adjusted the ~~fourth quarter~~purchase price allocation for a litigation settlement and the final valuation report. The following table summarizes the preliminary and the final purchase price allocations of ~~2015.~~the fair values of the assets acquired and liabilities assumed as part of the Blackhawk acquisition as of November 1, 2016 as determined in accordance with business combination accounting guidance (in thousands):



	Preliminary purchase price allocation		Purchase price adjustments			Final purchase price allocation
Current assets, excluding cash	$	23,626	$	—		$	23,626
Property, plant and equipment	45,091		55			45,146
Other long-term assets	3,139		—			3,139
Intangible assets	41,972		153			42,125
Assets acquired	$	113,828	$	208		$	114,036
Current liabilities assumed	11,132		185			11,317
Other long-term liabilities	542		—			542
Liabilities assumed	$	11,674	$	185		$	11,859
Fair value of net assets acquired	102,154		23			102,177
Total consideration transferred	294,563		—			294,563
Goodwill	$	192,409	$	(23	)	$	192,386

In ~~connection~~conjunction with the ~~Timco acquisition,~~merger, we ~~acquired intangible assets~~created a fourth segment, Blackhawk, and have recorded goodwill of $192.4 million in that segment.

Divestitures

In March 2017, we sold a fully depreciated aircraft for a total sales price of $1.3 million and recorded a gain on sale of $1.3 million.

In August 2017, we sold an additional aircraft for a net sales price of $4.9 million and recorded an immaterial loss.

In September 2017, we sold a building in the ~~amount~~Middle East region for a net sales price of $7.9 million related to customer relationships, trade names and non-compete clauses. The intangible assets are amortized over their estimated useful lives. Amortization expense for the intangible assets for the Timco acquisition was $0.5 million for each of the three months ended September 30, 2016 and 2015 and $1.4$2.7 million and ~~$0.9 million for the nine months ended September 30, 2016 and 2015, respectively.~~recorded a gain on sale of $0.6 million.

1113

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4—Accounts Receivable, net

Accounts receivable at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 were as follows (in thousands):


	September 30,		December 31,		September 30,		December 31,
	2016		2015		2017		2016
Trade accounts receivable, net of allowance
of $12,260 and $2,528, respectively	$	95,713	$	166,256
Trade accounts receivable, net of allowance of $13,907 and $14,337, respectively					$	96,034	$	89,096
Unbilled revenue	25,442		40,033		24,464		30,882
Taxes receivable	30,900		34,163		13,987		42,870
Affiliated (1)	750		3,966		895		717
Other receivables	2,558		1,773		5,526		3,852
Total accounts receivable	$	155,363	$	246,191	$	140,906	$	167,417


⁽¹⁾	Amounts represent expenditures on behalf of non-consolidated affiliates and receivables for aircraft charter income.

Note 5—Inventories

Inventories at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 were as follows (in thousands):


	September 30,		December 31,		September 30,		December 31,
	2016		2015		2017		2016
Pipe and connectors	$	111,566	$	137,245	$	88,982	$	102,360
Finished goods	4,207		4,020		16,063		14,257
Work in progress	5,739		5,230		8,644		7,099
Raw materials, components and supplies	15,104		14,768		19,272		15,363
Total inventories	$	136,616	$	161,263	$	132,961	$	139,079

1214

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6—Property, Plant and Equipment

The following is a summary of property, plant and equipment at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (in thousands):


	Estimated Useful Lives in Years	September 30, 2016			December 31, 2015			Estimated Useful Lives in Years	September 30, 2017			December 31, 2016
Land	—	$	14,446		$	10,119		—	$	16,491		$	15,730
Land improvements	8-15	9,379			9,289			8-15	9,346			9,379
Buildings and improvements(1)	39	70,715			74,152			39	119,971			73,211
Rental machinery and equipment	7	910,720			898,134			7	930,443			933,667
Machinery and equipment - other	7	60,278			60,250			7	56,321			60,182
Furniture, fixtures and computers	5	18,197			18,240			5	26,280			19,073
Automobiles and other vehicles	5	41,962			48,402			5	32,621			36,796
Aircraft	7	16,267			16,267			7	—			16,267
Leasehold improvements(1)	7-15, or lease term if shorter	8,043			7,947			7-15, or lease term if shorter	9,870			8,027
Construction in progress - machinery and equipment and buildings(1)	—	111,260			102,432			—	68,066			120,937
		1,261,267			1,245,232				1,269,409			1,293,269
Less: Accumulated depreciation		(687,393		)	(620,273		)		(771,625		)	(726,245		)
Total property, plant and equipment, net		$	573,874		$	624,959			$	497,784		$	567,024


⁽¹⁾	See Note 12 - Related Party Transactions for additional information.

During the third quarter of 2017, we committed to sell certain of our buildings in the Middle East region and determined those assets met the criteria to be classified as held for sale in our unaudited condensed consolidated balance sheet. As a result, we reclassified the buildings, with a net book value of $4.1 million, from property, plant and equipment to assets held for sale and recognized a $0.3 million loss.

The following table presents the depreciation and amortization associated with each line for the periods ended September 30, 2017 and 2016 (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Equipment rentals and services	$	25,663	$	23,870	$	78,558	$	76,023
Products	1,278		989		3,838		3,081
General and administrative expenses	3,709		1,686		10,304		5,174
Total	$	30,650	$	26,545	$	92,700	$	84,278

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7—Other Assets

Other assets at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 consisted of the following (in thousands):


	September 30,		December 31,		September 30,		December 31,
	2016		2015		2017		2016
Marketable securities held in Rabbi Trust (1)	$	36,135	$	45,254
Deferred tax asset (2)	54,045		536
Cash surrender value of life insurance policies ⁽¹⁾					$	29,671	$	36,269
Deposits	2,307		2,031		2,193		2,343
Other	5,961		5,112		1,480		6,921
Total other assets	$	98,448	$	52,933	$	33,344	$	45,533


⁽¹⁾	See Note 10 – Fair Value Measurements


~~(2)~~	~~See Note 16 – Income Taxes~~

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

Note 8—Accrued and Other Current Liabilities

Accrued and other current liabilities at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 consisted of the following (in thousands):


	September 30,		December 31,		September 30,		December 31,
	2016		2015		2017		2016

Accrued compensation	$	15,919	$	25,281	$	18,758	$	10,854
Accrued property and other taxes	23,011		23,790		19,781		19,740
Accrued severance and other charges	15,436		22,244		2,040		6,150
Income taxes	4,746		7,385		11,012		6,857
Accrued inventory	—		5,281
Accrued medical claims	2,042		4,141
Accrued purchase orders	1,680		5,562		8,174		2,083
Other	16,287		18,200		15,329		19,266
Total accrued and other current liabilities	$	79,121	$	111,884	$	75,094	$	64,950

Note 9—Debt

Credit Facility

We have a $100.0 million revolving credit facility with certain financial institutions, including up to $20.0 million in letters of credit and up to $10.0 million in swingline loans, which matures in August 2018 (the “Credit Facility”). Subject to the terms of the Credit Facility, we have the ability to increase the commitments to $150.0 million. At September 30, ~~2016~~2017 and December 31, ~~2015~~2016, we had ~~no outstanding indebtedness under the Credit Facility. In addition, we had $3.8~~$2.8 million and ~~$4.7~~$3.7 million, respectively, in letters of credit outstanding asand no outstanding borrowings under this facility. As of September 30, ~~2016~~ ~~and December 31, 2015, respectively. If~~2017, our ability to borrow under the Credit Facility has been reduced to approximately $30 million as a result of our decreased Adjusted ~~EBITDA levels do not increase in future quarters, our~~EBITDA. Our borrowing capacity under the Credit Facility could be ~~reduced.~~further reduced or eliminated depending on our future Adjusted EBITDA. As a result of this, our overall liquidity would be diminished.

Borrowings under the Credit Facility bear interest, at our option, at either a base rate or an adjusted Eurodollar rate. Base rate loans under the Credit Facility bear interest at a rate equal to the higher of (i) the prime rate as published in the Wall Street Journal, (ii) the Federal Funds Effective Rate plus 0.50% or (iii) the adjusted Eurodollar rate plus 1.00%, plus an applicable margin ranging from 0.50% to 1.50%, subject to adjustment based on a leverage ratio. Interest is in each case payable quarterly for base-rate loans. Eurodollar loans under the Credit Facility bear interest at an adjusted Eurodollar rate equal to the Eurodollar rate for such interest period multiplied by the statutory reserves, plus an applicable margin ranging from 1.50% to 2.50%. Interest is payable at the end of applicable interest periods for Eurodollar loans, except that if the interest period for a Eurodollar loan is longer than three months, interest is paid at

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the end of each three-month period. The unused portion of the Credit Facility is subject to a commitment fee ranging from 0.250% to 0.375% based on certain leverage ratios.

The Credit Facility contains various covenants that, among other things, limit our ability to grant certain liens, make certain loans and investments, enter into mergers or acquisitions, enter into hedging transactions, change our lines of business, prepay certain indebtedness, enter into certain affiliate transactions, incur additional indebtedness or engage in certain asset dispositions.

The Credit Facility also contains financial covenants, which, among other things, require us, on a consolidated basis, to maintain: (i) a ratio of total consolidated funded debt to adjusted EBITDA (as defined in our ~~credit agreement)~~Credit Agreement) of not more than ~~2.50~~2.5 to 1.0 and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0. ~~As of~~ ~~September 30, 2016, we were in compliance with all financial covenants under the Credit Facility.~~

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

In addition, the Credit Facility contains customary events of default, including, among others, the failure to make required payments, the failure to comply with certain covenants or other agreements, breach of the representations and covenants contained in the agreements, default of certain other indebtedness, certain events of bankruptcy or insolvency and the occurrence of a change in control.

~~AFCO~~On April 28, 2017, the Company obtained a limited waiver under its Revolving Credit ~~Corporation - Insurance Notes Payable~~Agreement, dated August 14, 2013, by and among FICV (as borrower), Amegy Bank National Association (as administrative agent), Capital One, National Association (as syndication agent) and the other lenders party thereto (the "Credit Agreement"), of its leverage ratio and interest coverage ratio for the fiscal quarters ending March 31, 2017 and June 30, 2017 (the “Waiver”) in order to not be in default for first quarter of 2017 testing. The Company agreed to comply with the following conditions during the period from the effective date of the Waiver until the delivery of its compliance certificate with respect to the fiscal quarter ending September 30, 2017: (i) maintain no less than $250.0 million in liquidity; (ii) abide by certain restrictions regarding the issuance of senior unsecured debt; and (iii) pay interest and commitment fees based on the highest “Applicable Margin” (as defined in the Credit Agreement) level. In connection with the Waiver, the Company paid a waiver fee to each lender that executed the Waiver equal to five basis points of the respective lender’s commitment under the Credit Agreement. As of September 30, 2017, we were in compliance with the covenants included in the Credit Agreement.

Citibank Credit Facility

In ~~2015,~~2016, we entered into a ~~note~~three-year credit facility with Citibank N.A., UAE Branch in the amount of $6.0 million for the issuance of standby letters of credit and guarantees. The credit facility also allows for open ended guarantees. Outstanding amounts under the credit facility bear interest of 1.25% per annum for amounts outstanding up to ~~finance annual insurance premiums for $7.6 million. The note bears~~one year. Amounts outstanding more than one year bear interest at ~~an annual rate~~1.5% per annum. As of ~~1.9%~~September 30, 2017 and ~~will mature in October 2016. At September 30,~~December 31, 2016, we had ~~no outstanding balance. At December 31, 2015, the total outstanding balance was $6.9 million.~~$2.5 million and $2.2 million, respectively, in letters of credit outstanding.

Note 10—Fair Value Measurements

We follow fair value measurement authoritative accounting guidance for measuring fair values of assets and liabilities in financial statements. We have consistently used the same valuation techniques for all periods presented. Please see Note 10 - Fair ~~value is the price that would be received to sell an asset or paid to transfer a liability~~Value Measurements in an orderly transaction between market participants at the measurement date. We utilize market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. We are able to classify fair value balances based on the observability of these inputs. The authoritative guidanceour Annual Report for ~~fair value measurements establishes three levels of the fair value hierarchy, defined as follows:~~

~~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.~~

The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to Level 3 measurements. Depending on the particular asset or liability, input availability can vary depending on factors such as product type, longevity of a product in the market and other particular transaction conditions. In some cases, certain inputs used to measure fair value may be categorized into different levels of the fair value hierarchy. For disclosure purposes under the accounting guidance, the lowest level that contains significant inputs used in valuation should be chosen.

further discussion.

1517

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Financial Assets and Liabilities~~

A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016, were as follows (in thousands):

Quoted Prices
in Active
Markets

Significant
Other
Observable
Inputs

Significant
Unobservable
Inputs

(Level 1) (Level 2) (Level 3) Total
September 30, 2016
Assets:
Investments available-for-sale:
Marketable securities - deferred
compensation plan $ —
$ 36,135
$ —
$ 36,135
Marketable securities - other 3,616
—
—
3,616
Liabilities:
Derivative financial instruments —
86
—
86
Marketable securities - deferred
compensation plan —
31,204
—
31,204

December 31, 2015
Assets:
Derivative financial instruments $ —
$ 210
$ —
$ 210
Investments available-for-sale:
Marketable securities - deferred
compensation plan —
45,254
—
45,254
Marketable securities - other 2,387
—
—
2,387
Liabilities:
Marketable securities - deferred
compensation plan —
43,568
—
43,568



	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
September 30, 2017
Assets:
Derivative financial instruments	$	—	$	132	$	—	$	132
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	—		29,671		—		29,671
Marketable securities - other	131		—		—		131
Liabilities:
Derivative financial instruments	—		35		—		35
Deferred compensation plan	—		27,659		—		27,659

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

Our derivative financial instruments consist of short-duration foreign currency forward contracts. The fair value of our derivative financial instruments is based on quoted market values including foreign exchange forward rates and interest rates. The fair value is computed by discounting the projected future cash flow amounts to present value. ~~At September 30, 2016 and December 31, 2015, derivative~~Derivative financial instruments are included in our condensed consolidated balance sheets in accounts receivable, net and accrued and other current liabilities at September 30, 2017 and in accounts receivable, net, ~~respectively, in our condensed consolidated balance sheets.~~at December 31, 2016.

Our investments associated with our deferred compensation plan consist primarily of ~~marketable securities that~~the cash surrender value of life insurance policies and are ~~held~~included in other assets on the condensed consolidated balance sheets. Our investments change as a result of contributions, payments, and fluctuations in the ~~form of investments in mutual funds and insurance contracts.~~market. Assets and liabilities, measured using significant observable inputs, are reported at fair value based on third-party broker statements, which are derived from the fair value of the funds' underlying investments. ~~Other~~We also have marketable securities in publicly traded equity securities as an indirect result of strategic investments. They are reported at fair value based on the price of the stock and are included in other assets on the condensed consolidated balance sheets.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

We apply the provisions of the fair value measurement standard to our non-recurring, non-financial measurements including business combinations as well as impairment related to goodwill and other long-lived assets. For business combinations (see Note 3 - Acquisition and Divestitures), the purchase price is allocated to the assets acquired and liabilities assumed based on a discounted cash flow model for most intangibles as well as market assumptions for the valuation of equipment and other fixed assets. We utilize a discounted cash flow model in evaluating impairment

1618

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~We utilize a discounted cash flow model in evaluating impairment~~ considerations related to goodwill and long-lived assets. Given the unobservable nature of the inputs, the discounted cash flow models are deemed to use Level 3 inputs.

Other Fair Value Considerations

The carrying values on our condensed consolidated balance sheet of our cash and cash equivalents, short-term investments, trade accounts receivable, other current assets, accounts payable, accrued and other current liabilities and lines of credit ~~approximates~~approximate fair values due to their short maturities.

Note 11—~~Preferred Stock~~

At December 31, 2015, we had 52,976,000 shares of Series A preferred stock, par value €0.01 per share (the "Preferred Stock"), issued and outstanding, all of which were held by MHI. Each share of Preferred Stock had a liquidation preference equal to its par value of €0.01 per share and was entitled to an annual dividend equal to 0.25% of its par value. We paid the annual dividend for the year ended December 31, 2015 of $1,476 on June 3, 2016. Additionally, each share of Preferred Stock entitled its holder to one vote. Preferred stockholders voted with the common stockholders as a single class on all matters presented to FINV's shareholders for their vote.

Before the conversion, MHI had the right to convert all or a portion of its Preferred Stock into shares of our common stock by delivery of an equivalent portion of its interest in FICV to us. Accordingly, the increase in our interest in FICV in connection with a conversion would decrease the noncontrolling interest in our financial statements that was attributable to MHI's interest in FICV.

On August 19, 2016, we received notice from MHI that it was exercising its right to exchange, for 52,976,000 common shares, each of the following securities: (i) 52,976,000 shares of Preferred Stock and (ii) 52,976,000 units in FICV. On August 26, 2016, we issued 52,976,000 common shares to MHI. Upon conversion of the Preferred Stock, we had no issued or outstanding convertible preferred shares and the number of common shares of authorized capital was increased by 52,976,000 shares, equal to the number of convertible preferred shares that were converted into common shares. Additionally, upon the exchange of the convertible preferred stock, MHI was entitled to receive an amount in cash equal to the nominal value of each convertible preferred share plus any accrued but unpaid dividends with respect to such stock. The cash payment of $0.6 million was paid on September 23, 2016. In conjunction with the conversion, MHI delivered its interest in FICV to us and no longer owns any interest in FICV. As a result of the transaction, we have also reallocated the accumulated other comprehensive loss attributable to the noncontrolling interest.

The Preferred Stock was classified outside of permanent equity in our condensed consolidated balance sheet at its redemption value of par plus accrued and unpaid dividends because the conversion provisions were not solely within our control.

~~Note 12—~~ Derivatives

~~In December 2015, we began entering~~We enter into short-duration foreign currency forward derivative contracts to reduce the risk of foreign currency fluctuations. We use these instruments to mitigate our exposure to non-local currency operating working capital. We record these contracts at fair value on our condensed consolidated balance sheets. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our condensed consolidated statements of operations.

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

As of September 30, ~~2016~~2017 and December 31, ~~2015,~~2016, we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands):


	September 30, 2016
	Notional		Contractual	Settlement	September 30, 2017
Derivative Contracts	Amount		Exchange Rate	Date	Notional Amount		Contractual Exchange Rate	Settlement Date
Canadian dollar	$	4,597	1.3052	12/12/2016	$	5,740	1.2194	12/15/2017
Euro	4,280		1.1264	12/13/2016	5,982		1.1963	12/15/2017
Euro	2,304		1.1240	10/14/2016	2,399		1.1993	10/13/2017
Norwegian kroner	6,041		8.2766	12/13/2016
Norwegian krone					5,338		7.8675	12/15/2017
Pound sterling	5,702		1.3260	12/13/2016	7,961		1.3268	12/15/2017


	December 31, 2015
	Notional		Contractual	Settlement	December 31, 2016
Derivative Contracts	Amount		Exchange Rate	Date	Notional Amount		Contractual Exchange Rate	Settlement Date
Canadian dollar	$	5,091	1.3751	1/13/2016	$	4,553	1.3179	3/14/2017
Euro	19,706		1.0948	1/13/2016	4,753		1.0563	3/14/2017
Norwegian kroner	11,498		8.6973	1/13/2016
Euro					2,558		1.0659	1/13/2017
Norwegian krone					3,643		8.5101	3/14/2017
Pound sterling	7,516		1.5031	1/13/2016	3,908		1.2607	3/14/2017

The following table summarizes the location and fair value amounts of all derivative contracts in the condensed consolidated balance sheets as of September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (in thousands):



Derivatives not Designated as Hedging Instruments	Consolidated Balance Sheet Location	September 30, 2017			December 31, 2016
Foreign currency contracts	Accounts receivable, net	$	132		$	146
Foreign currency contracts	Accrued and other current liabilities	(35		)	—

Derivatives not Designated as Hedging Instruments Consolidated Balance Sheet Location September��30, 2016 December 31, 2015
Foreign currency contracts Accounts receivable, net $ —
$ 210
Foreign currency contracts Accrued and other current liabilities (86 ) —

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the location and amounts of the realized and unrealized gains and losses on derivative contracts in the condensed consolidated statements of operations (in thousands):


		Three Months Ended					Nine Months Ended						Three Months Ended						Nine Months Ended
		September 30,					September 30,						September 30,						September 30,
Derivatives not Designated as Hedging Instruments	Location of Loss Recognized in Income on Derivative Contracts	2016			2015		2016			2015		Location of Gain (Loss) Recognized in Income on Derivative Contracts	2017			2016			2017			2016
Unrealized loss on foreign currency contracts	Other income	$	(615	)	$	—	$	(296	)	$	—
Unrealized gain (loss) on foreign currency contracts												Other income (expense), net	$	681		$	(615	)	$	(49	)	$	(296	)
Realized gain (loss) on foreign currency contracts	Other income	511			—		(1,068		)	—		Other income (expense), net	(1,794		)	511			(2,346		)	(1,068		)
Total net income (loss) on foreign currency contracts		$	(104	)	$	—	$	(1,364	)	$	—
Total net loss on foreign currency contracts													$	(1,113	)	$	(104	)	$	(2,395	)	$	(1,364	)

Our derivative transactions are governed through International Swaps and Derivatives Association ~~("ISDA")~~ master agreements. These agreements include stipulations regarding the right of offset in the event that we or our counterparty default on our performance obligations. If a default were to occur, both parties have the right to net amounts payable and receivable into a single net settlement between parties. Our accounting policy is to offset derivative assets and liabilities executed with the same counterparty when a master netting arrangement exists.

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

The following table presents the gross and net fair values of our derivatives at September 30, ~~2016~~2017 and December 31, ~~2015~~2016 (in thousands):


	Derivative Asset Positions						Derivative Liability Positions						Derivative Asset Positions						Derivative Liability Positions
	September 30, 2016			December 31, 2015			September 30, 2016			December 31, 2015			September 30, 2017			December 31, 2016			September 30, 2017			December 31, 2016
Gross position - asset / (liability)	$	1		$	316		$	1		$	(106	)	$	239		$	181		$	(142	)	$	(35	)
Netting adjustment	(1		)	(106		)	(87		)	106			(107		)	(35		)	107			35
Net position - asset / (liability)	$	—		$	210		$	(86	)	$	—		$	132		$	146		$	(35	)	$	—

Note ~~13—Treasury Stock~~

At September 30, 2016, common shares held in treasury totaled 740,992 with a cost of $12.3 million and at December 31, 2015, common shares held in treasury totaled 514,812 shares with a cost of $9.3 million. These shares were withheld from employees to settle personal tax withholding obligations that arose as a result of restricted stock units that vested.

~~Note 14—~~12—Related Party Transactions

We have engaged in certain transactions with other companies related to us by common ownership. We have entered into various operating leases to lease ~~office space~~facilities from these affiliated companies. The majority of these lease obligations expire in 2018 and, at our discretion, may be extended for an ~~affiliated company.~~additional 36 months subject to agreement on pricing of the extension. These leases may be extended or allowed to expire by us depending on operational needs, market prices and the ability for us to negotiate and secure, at our discretion, alternative leases or replacement locations. Rent expense associated with our related ~~to these~~party leases was ~~$1.8 million~~ ~~and $2.5~~$1.8 million for each of the three months ended September 30, ~~2016~~2017 and ~~2015, respectively,~~2016, and ~~$6.2~~$5.3 million and ~~$6.5~~$6.2 million for the nine months ended September 30, 2017 and 2016, respectively.

In certain cases, we have made improvements to properties subject to related party leases referenced above, including the construction of buildings. As of September 30, 2017, the net book value associated with buildings we constructed on properties subject to related party leases was $62.7 million. We are depreciating the costs associated with these buildings over their estimated useful lives of approximately 39 years, which exceeds the remaining lease terms that primarily expire in 2018. Upon expiration of the leases, leasehold improvements could be construed as becoming the property of the related party lessors. As of September 30, 2017, the net book value associated with leasehold and ~~2015, respectively.~~land improvements we constructed on properties subject to related party leases was $13.4 million, a portion of which is in construction in progress. It is our intent to extend, renew, or replace the related party property leases such that we have unrestricted use of the buildings and improvements throughout their estimated useful lives. Extension, renewal or replacement of the related party property leases is dependent on negotiations with related parties, the failure of which could result in material disputes with the related parties. In the event we do not extend, renew, or

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

replace these related party property leases, we will revise the remaining estimated useful lives of the buildings accordingly.

We are a party to certain agreements relating to the rental of aircraft to Western Airways ("WA"), an entity owned by the Mosing family. The WA agreements reflect both dry lease and wet lease rental, whereby we are charged a flat monthly fee primarily for crew, hangar, maintenance and administration costs in addition to other variable costs for fuel and maintenance. We also earn charter income from third party usage through a revenue sharing agreement. We recorded $0.4 million and $0.3 million of net charter expense ~~of $0.3 million and net charter revenue of $0.1 million~~ for the three months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and $1.0 million and $0.8 million of net charter expense ~~of $0.8 million and $0.7 million~~ for ~~the~~ nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively.

Tax Receivable Agreement

~~MHI~~Mosing Holdings and its permitted transferees converted all ~~of its~~their Preferred Stock into shares of our common stock on a one-for-one basis on August 26, 2016, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications and other similar transactions, by delivery of an equivalent portion of ~~its interest~~their interests in FICV to us (a(the “Conversion”). FICV will make an election under Section 754 of the Internal Revenue Code. Pursuant to the Section 754 election, the Conversion will result in an adjustment to the tax basis of the tangible and intangible assets of FICV with respect to the portion of FICV now held by FINV. These adjustments will be allocated to FINV. The adjustments to the tax basis of the tangible and intangible assets of FICV described above would not have been available absent this Conversion. The basis adjustments ~~are expected to~~may reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

The tax receivable agreement (the "TRA") that we entered into with FICV and ~~MHI~~Mosing Holdings in connection with our ~~IPO~~initial public offering ("IPO") generally provides for the payment by FINV of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax (which reductions we refer to as “cash savings”) in periods after our IPO as a result of (i) the tax basis increases resulting from the Conversion and (ii) imputed interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for payment by us of interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. The payments under the TRA will not be conditioned upon a holder of rights under the TRA having a continued ownership interest in either FICV or FINV. We will retain the remaining 15% of cash savings, if any.

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

As of September 30, 2016 our estimated TRA liability was $124.6 million. This represents 85% of the future cash savings expected from the utilization of the original basis adjustments plus subsequent basis adjustments that will result from payments under the TRA agreement. The estimation of the liability under the TRA ~~liability~~ is by its nature imprecise and subject to significant assumptions regarding the amount and timing of future taxable income. As of September 30, 2017, FINV has a cumulative loss over the prior 36-month period. Based on this history of losses, as well as uncertainty regarding the timing and amount of future taxable income, we are no longer able to conclude that there will be future cash savings that will lead to additional payouts under the TRA beyond the estimated $2.1 million as of September 30, 2017 that represents 85% of the cash tax savings estimated to be realized in the 2016 federal income tax return of FINV. Additional TRA liability may be recognized in the future based on changes in expectations regarding the timing and ~~the tax rates then applicable. The time period over which the~~likelihood of future cash ~~savings is expected to be realized is estimated to be over 20 years. Based on FINV’s forecasted tax loss for the 2016 tax year, no payment under the TRA is expected for 2016.~~savings.

The payment obligations under the TRA are our obligations and are not obligations of FICV. The term of the TRA will continue until all such tax benefits have been utilized or expired, unless FINV elects to exercise its sole right to terminate the TRA early. If FINV elects to terminate the TRA early, which it may do so in its sole discretion, it would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that ~~MHI~~Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). Any early termination payment may be made significantly in advance of the actual realization, if any, of such future benefits. In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control. In these situations, FINV’s obligations under the TRA could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of control. For example, if the TRA were terminated on September 30, ~~2016,~~2017, the estimated termination payment would be approximately ~~$105.3~~$102.0 million (calculated using a discount rate of ~~4.96%~~5.63%). The foregoing number is merely an estimate and the actual payment could differ materially.

Because FINV is a holding company with no operations of its own, its ability to make payments under the TRA is dependent on the ability of FICV to make distributions to it in an amount sufficient to cover FINV’s obligations under such agreements; this ability, in turn, may depend on the ability of FICV’s subsidiaries to provide payments to it. The ability of FICV and its subsidiaries to make such distributions will be subject to, among other things, the applicable provisions of Dutch law that may limit the amount of funds available for distribution and restrictions in our debt instruments. To the extent that FINV is unable to make payments under the TRA for any reason, except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the TRA or certain mergers or change of control, such payments will be deferred and will accrue interest until paid, and FINV will be prohibited from paying dividends on its common stock.

Note ~~15—Earnings~~13 - Income (Loss) Per Common Share

Basic ~~earnings~~income (loss) per common share is determined by dividing net income (loss)~~, less preferred stock dividends,~~ by the weighted average number of common shares outstanding during the period. Diluted ~~earnings~~income (loss) per share is determined by dividing ~~net~~ income (loss) attributable to common stockholders by the weighted average number of common shares outstanding, assuming all potentially dilutive shares were issued.

We apply the treasury stock method to determine the dilutive weighted average common shares represented by the unvested restricted stock units and ESPP shares. Through August 26, 2016, the date of the conversion of all of ~~MHI's~~Mosing Holdings' Preferred Stock and ~~MHI's~~Mosing Holdings' transfer of interest in FICV to us, ~~(see Note 11 – Preferred Stock),~~ the diluted ~~earnings~~income (loss) per share calculation assumed the conversion of 100% of our outstanding Preferred Stock on an as if converted basis. Accordingly, the numerator was also adjusted to include the earnings allocated to the noncontrolling interest after taking into account the tax effect of such exchange.

2022

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the basic and diluted ~~earnings~~income (loss) per share calculations (in thousands, except per share amounts):

Three Months Ended Nine Months Ended
September 30, September 30,
2016 2015 2016 2015
Numerator - Basic
Net income (loss) $ (42,198 ) $ 24,088
$ (89,893 ) $ 99,342
Less: Net (income) loss attributable to noncontrolling interest 5,216
(7,523 ) 20,741
(27,668 )
Less: Preferred stock dividends —
—
(1 ) (2 )
Net income (loss) available to common shareholders $ (36,982 ) $ 16,565
$ (69,153 ) $ 71,672

Numerator - Diluted
Net (loss) attributable to common shareholders $ (36,982 ) $ 16,565
$ (69,153 ) $ 71,672
Add: Net income attributable to noncontrolling interest (1), (2) —
5,911
—
23,513
Add: Preferred stock dividends (2) —
—
—
2
Dilutive net income (loss) available to common shareholders $ (36,982 ) $ 22,476
$ (69,153 ) $ 95,187

Denominator
Basic weighted average common shares 177,125
154,813
162,656
154,502
Exchange of noncontrolling interest for common stock (Note 11), (2) —
52,976
—
52,976
Restricted stock units (2) —
1,559
—
1,573
Stock to be issued pursuant to ESPP (2) —
1
—
1
Diluted weighted average common shares 177,125
209,349
162,656
209,052

Earnings (loss) per common share:
Basic $ (0.21 ) $ 0.11
$ (0.43 ) $ 0.46
Diluted $ (0.21 ) $ 0.11
$ (0.43 ) $ 0.46



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2017		2016			2017			2016
Numerator
Net income (loss)	$	2,296	$	(42,198	)	$	(50,317	)	$	(89,893	)
Less: Net loss attributable to noncontrolling interest	—		5,216			—			20,741
Less: Preferred stock dividends	—		—			—			(1		)
Net income (loss) available to common shareholders	$	2,296	$	(36,982	)	$	(50,317	)	$	(69,153	)
Denominator
Basic weighted average common shares	223,056		177,125			222,847			162,656
Restricted stock units ⁽¹⁾	525		—			—			—
Diluted weighted average common shares⁽¹⁾	223,581		177,125			222,847			162,656
Income (loss) per common share:
Basic	$	0.01	$	(0.21	)	$	(0.23	)	$	(0.43	)
Diluted	$	0.01	$	(0.21	)	$	(0.23	)	$	(0.43	)

(1) Adjusted for the additional tax expense upon the assumed conversion of the Preferred Stock $ —
$ 1,612
$ —
$ 4,155

(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. 32,977
—
47,273
—




⁽¹⁾	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 income (loss) per share as the effect would be anti-dilutive when the results from operations are at a net loss position.	—	32,977	624	47,273

Note ~~16—~~14—Income Taxes

For interim financial reporting, we estimate the annual tax rate based on projected pre-tax income (loss) for the full year and record a quarterly income tax provision (benefit) in accordance with accounting guidance for income taxes. As the year progresses, we refine the estimate of the year's pre-tax income (loss) as new information becomes available. The continual estimation process often results in a change to the expected effective tax rate for the year. When this occurs, we adjust the income tax provision (benefit) during the quarter in which the change in estimate occurs so that the year-to-date provision reflects the expected annual tax rate.

Our effective tax rate on income ~~from continuing operations~~(loss) before income taxes was ~~13.9%~~97.4% and ~~30.9%~~13.9% for the three months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively, and ~~14.6%~~327.7% and ~~24.7%~~14.6% for the nine months ended September 30, ~~2016~~2017 and ~~2015,~~2016, respectively. The ~~lower rates are~~ higher rate is due primarily to recording valuation allowances against our net deferred tax assets. The deferred tax assets relate to net operating losses, outside basis differences in our partnership investment and other timing differences primarily associated with our U.S. operations.

In determining that a valuation allowance must be recorded in the current period, we assessed the available positive and negative evidence and concluded that it is not more likely than not that sufficient future taxable income would be generated to permit the use of our deferred tax assets. This conclusion is primarily the result of cumulative losses incurred in the most recent three year period, and uncertainty regarding when we will return to profitability. The amount of deferred tax asset considered realizable and the related need for a ~~decrease~~valuation allowance may be adjusted in ~~taxable income and~~

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~a change in jurisdictional mix.~~ ~~In addition,~~future periods as the ~~tax rate for all periods is lower than the U.S. statutory income tax rate of 35% due to lower statutory tax rates in certain foreign jurisdictions where we operate.~~available evidence changes.

As of September 30, 2016, we had a deferred tax asset in the amount of $54.0 million. For the quarter ended June 30, 2016, we had a deferred tax liability of $31.3 million. The change relates primarily to MHI’s conversion of preferred shares into common shares on August 26, 2016. (See Note 11 – Preferred Stock.) In conjunction with the conversion, MHI delivered its interest in FICV to us and no longer owns any interest in FICV. At the conversion date, FINV recorded a deferred tax asset in the amount of $18.7 million related to the excess of tax over book basis in its investment in FICV. In addition, we recorded a deferred tax asset in the amount of $49.9 million related to the future increases in tax basis that will result from the payment of the TRA liability. (See Note 14 – Related Party Transactions.) Other changes in the deferred tax balance result from the recording of the 2015 return to provision adjustment and normal provision of taxes for the 2016 tax year.

~~As of~~ ~~September 30, 2016~~,2017, there were no significant changes to our unrecognized tax benefits as reported in our audited financial statements for the year ended December 31, ~~2015~~.2016.

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note ~~17—Severance and Other Charges~~

During 2015, we executed a workforce reduction plan as part of our cost savings initiatives due to depressed oil and gas prices. During 2016, we have continued to take steps to adjust our workforce to meet the depressed demand in the industry. The reduction was communicated to affected employees on various dates. Also, the then Chairman of the board of supervisory directors (who also held the role of Executive Chairman of our company) transitioned to a non-executive director of the supervisory board effective as of December 31, 2015. At September 30, 2016, our outstanding accrual was approximately $15.4 million and included severance payments, other employee-related termination costs and ~~lease termination fees.~~ ~~Below is a reconciliation of the beginning and ending liability balance (in thousands):~~

International Services U.S. Services Tubular Sales Total
Beginning balance, December 31, 2015 $ 78
$ 22,166
$ —
$ 22,244
Additions for costs expensed 10,608
8,065
185
18,858
Other adjustments —
(535 ) 535
—
Severance and other payments (3,886 ) (21,254 ) (526 ) (25,666 )
Ending balance, September 30, 2016 $ 6,800
$ 8,442
$ 194
$ 15,436

~~We expect to pay a significant portion of the remaining liability no later than the fourth quarter of 2016.~~

~~Note 18—~~15—Commitments and Contingencies

We are the subject of lawsuits and claims arising in the ordinary course of business from time to time. A liability is accrued when a loss is both probable and can be reasonably estimated. We had no material accruals for loss contingencies, individually or in the aggregate, as of September 30, ~~2016~~2017 and December 31, ~~2015.~~2016. We believe the probability is remote that the ultimate outcome of these matters would have a material adverse effect on our financial position, results of operations or cash flows.

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~currently indicate~~ indicated that there has been any material impact on our previously filed financial statements, we ~~continue~~have continued to collect information and cooperate with the authorities, but at this time are unable to predict the ultimate resolution of these matters with these agencies. In addition, during the course of the investigation, we discovered historical business transactions (and bids to enter into business transactions) in certain countries that may have been subject to U.S. and other international sanctions. We have disclosed this information to various governmental entities (including those involved in our ongoing investigation), but at this time are unable to predict the ultimate resolution of these matters with these agencies, including any financial impact to us.

Note ~~19—~~16—Segment Information

Reporting Segments

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the ~~chief operating decision maker (“CODM”)~~CODM in deciding how to allocate resources and assess performance. We are comprised of ~~three~~four reportable segments: International Services, U.S. Services, Tubular Sales and ~~Tubular Sales.~~Blackhawk.

The International Services segment provides tubular services in international offshore markets and in several onshore international regions. 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.

The U.S. Services segment provides tubular services in ~~almost all of~~ the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, ~~Bakken Shale, Barnett Shale,~~ Eagle Ford Shale, Haynesville Shale, Marcellus Shale, DJ Basin and Utica Shale, as well as in the U.S. Gulf of Mexico.

The Tubular Sales segment designs, manufactures and distributes large outside diameter ("OD") pipe, connectors and casing attachments and sells 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.

The Blackhawk segment provides 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.

Adjusted EBITDA

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

based compensation, unrealized and realized gain or loss, the effects of the TRA, other non-cash adjustments and ~~unusual~~other charges. We review Adjusted EBITDA on both a consolidated basis and on a segment basis. We use Adjusted EBITDA to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) ~~and items outside the control of our management team (such as~~, income tax, ~~rates).~~foreign currency exchange rates and other charges and credits. Adjusted EBITDA has limitations as an analytical tool and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with ~~generally accepted accounting principles in~~GAAP. Previously reported Adjusted EBITDA for the ~~U.S. ("GAAP").~~three and nine months ended September 30, 2016 has been adjusted for investigation-related matters by $1.8 million and $5.1 million, respectively, as management believes removing the effect of these items allows for better comparability across periods.

Our CODM uses Adjusted EBITDA as the primary measure of segment reporting performance.

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

The following table presents a reconciliation of Segment Adjusted EBITDA to net income (loss) (in thousands):

Three Months Ended Nine Months Ended
September 30, September 30,
2016 2015 2016 2015
Segment Adjusted EBITDA:
International Services $ 4,532
$ 39,157
$ 31,752
$ 146,752
U.S. Services (7,933 ) 18,251
(18,433 ) 79,914
Tubular Sales 165
15,985
1,343
27,082
Corporate and other 159
12
361
37
Adjusted EBITDA Total (3,077 ) 73,405
15,023
253,785
Interest income, net 646
173
1,050
150
Income tax benefit (expense) 6,800
(10,771 ) 15,311
(32,662 )
Depreciation and amortization (26,545 ) (29,032 ) (84,278 ) (80,743 )
Gain on sale of assets 46
1,392
1,095
521
Foreign currency loss (1,696 ) (5,329 ) (5,907 ) (6,563 )
Equity-based compensation expense (3,828 ) (6,096 ) (12,356 ) (22,470 )
Severance and other charges (14,534 ) (1,186 ) (18,858 ) (14,208 )
Change in value of contingent consideration —
1,532
—
1,532
Unrealized and realized gains (losses) (10 ) —
(973 ) —
Net income (loss) $ (42,198 ) $ 24,088
$ (89,893 ) $ 99,342

The following tables set forth certain financial information with respect to our reportable segments. Included in “Corporate and Other” are intersegment eliminations and costs associated with activities of a general nature (in thousands):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Segment Adjusted EBITDA:
International Services	$	11,151		$	4,532		$	25,459		$	31,752
U.S. Services ⁽¹⁾	(11,322		)	(5,995		)	(27,775		)	(13,018		)
Tubular Sales	(1,333		)	165			1,736			1,343
Blackhawk	3,477			—			7,653			—
	1,973			(1,298		)	7,073			20,077
Interest income, net	1,019			646			2,170			1,050
Depreciation and amortization	(30,650		)	(26,545		)	(92,700		)	(84,278		)
Income tax (expense) benefit	(87,613		)	6,800			(72,419		)	15,311
Gain on sale of assets	829			46			2,091			1,095
Foreign currency gain (loss)	1,839			(1,696		)	3,184			(5,907		)
Derecognition of the TRA liability ⁽²⁾	122,515			—			122,515			—
Charges and credits ⁽³⁾	(7,616		)	(20,151		)	(22,231		)	(37,241		)
Net income (loss)	$	2,296		$	(42,198	)	$	(50,317	)	$	(89,893	)

International
Services

U.S.
Services
Tubular Sales
Corporate
and Other
Total

Three Months Ended September 30, 2016
Revenue from external customers $ 51,028
$ 34,057
$ 20,029
$ —
$ 105,114
Inter-segment revenues (1 ) 3,641
5,036
(8,676 ) —
Adjusted EBITDA 4,532
(7,933 ) 165
159
(3,077 )

Three Months Ended September 30, 2015
Revenue from external customers $ 103,076
$ 74,417
$ 62,390
$ —
$ 239,883
Inter-segment revenues 102
5,654
7,188
(12,944 ) —
Adjusted EBITDA 39,157
18,251
15,985
12
73,405

Nine Months Ended September 30, 2016
Revenue from external customers $ 191,440
$ 119,955
$ 68,151
$ —
$ 379,546
Inter-segment revenues 45
11,691
15,053
(26,789 ) —
Adjusted EBITDA 31,752
(18,433 ) 1,343
361
15,023

Nine Months Ended September 30, 2015
Revenue from external customers $ 349,918
$ 262,120
$ 159,586
$ —
$ 771,624
Inter-segment revenues 709
20,211
29,622
(50,542 ) —
Adjusted EBITDA 146,752
79,914
27,082
37
253,785


⁽¹⁾	Amounts previously reported as Corporate and other of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation.


⁽²⁾	Please see Note 12 - Related Party Transactions for further discussion.

⁽³⁾

Comprised of Equity-based compensation expense (for the three months ended September 30, 2017 and 2016: $2,342 and $3,828, respectively, and for the nine months ended September 30, 2017 and 2016: $11,458 and $12,356, respectively), Mergers and acquisition expense (for the three months ended September 30, 2017 and 2016: none and none, respectively, and for the nine months ended September 30, 2017 and 2016: $459 and none, respectively), Severance and other charges (for the three months ended September 30, 2017 and 2016: $1,648 and $14,534, respectively, and for the nine months ended September 30, 2017 and 2016: $2,386 and $18,858, respectively), Unrealized and realized (losses) (for the three months ended September 30, 2017 and 2016: $(1,123) and $(10), respectively, and for the nine months ended September 30, 2017 and 2016: $(2,819) and $(973), respectively) and Investigation-related matters (for the three months ended September 30, 2017 and 2016: $2,503 and $1,779, respectively, and for the nine months ended September 30, 2017 and 2016: $5,109 and $5,054, respectively).

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 20—Subsequent Event~~

On October 6, 2016, we announced that we entered into a definitive merger agreement (“Merger Agreement”) to acquire Blackhawk Group Holdings, Inc. (“Blackhawk”). Blackhawk is the ultimate parent of Blackhawk Specialty Tools LLC, a leading provider of well construction and well intervention services and products. Certain investment funds affiliated with Bain Capital Partners LLC (collectively “Bain Capital”) currently own approximately 70% of the capital stock of Blackhawk. Concurrently with the execution and delivery of the Merger Agreement, Bain Capital and other stockholders of Blackhawk delivered a written consent adopting the Merger Agreement with respect to the shares of Blackhawk capital stock owned by them.

Pursuant to the Merger Agreement, by and among us, FI Tools Holdings, LLC, our newly formed subsidiary (“Merger Sub”), Blackhawk and Bain Capital Private Equity, LP, solely in its capacity as stakeholder representative, Merger Sub will merge with and into Blackhawk, with Blackhawk surviving the Merger as our wholly-owned subsidiary. The merger consideration comprises a combination of approximately $150.4 million of cash on hand and approximately 12.8 million shares of our common stock (“Common Stock”), on a cash-free, debt-free basis (with approximately $79.5 million of Blackhawk debt being repaid at closing with proceeds from the transaction), for total consideration of approximately $294.4 million (based on our closing share price on October 31, 2016 of $11.25 and including the working capital adjustment).

On November 1, 2016, we completed our previously announced acquisition of Blackhawk. Due to the short amount of time that has elapsed from the closing of the acquisition, the initial accounting for the business combination is incomplete at this time. As a result, we are unable to provide amounts recognized as of the acquisition date for the major classes of assets acquired and liabilities assumed, including the information required for intangible assets and goodwill.

In conjunction with the closing, we have placed certain of the shares of Common Stock comprising the equity consideration in escrow as partial security for Blackhawk’s indemnity obligations under the Merger Agreement, which include indemnities for our benefit for breaches of Blackhawk’s representations, warranties and covenants and certain other matters (subject to certain limitations). The Merger Agreement contains caps on certain losses arising under the Merger Agreement of up to approximately 17% of the aggregate transaction value. Such caps do not apply to fraud or intentional misconduct. Portions of the escrow will also apply to post-closing working capital adjustments.

The completion of the Merger was subject to a number of closing conditions, including among others, (i) the expiration or termination of applicable U.S. anti-trust laws and the waiting period and receipt of Brazilian merger control approvals, (ii) subject to certain exceptions, the accuracy of the representations and warranties and material compliance with covenants, (iii) the absence of any event, circumstance or change that would have a material adverse effect on Blackhawk and (iv) delivery of various closing documentation. The Merger Agreement also contained certain termination rights for both us and Blackhawk, including a right to terminate if the Merger was not consummated by December 5, 2016 (subject to certain exceptions).

In connection with the delivery of shares of Common Stock at closing, we will enter into a Registration Rights Agreement with Bain Capital and certain other stockholders of Blackhawk, pursuant to which, among other things, we will register the resale of the shares of Common Stock issued to such stockholders of Blackhawk. In addition, Bain Capital will have certain demand registration rights with respect to underwritten offerings that may be undertaken by Bain Capital following the closing. In connection with the grant of these demand rights, we have agreed to seek waivers from certain stockholders who were previously granted certain piggyback registration rights pursuant to a certain previous registration rights agreement, dated August 14, 2013. If we are unable to obtain the requisite approvals for such waiver and the holders of the pre-existing piggyback registration rights exercise those rights in respect of an underwritten offering by Bain Capital, we have agreed to either (i) repurchase a number of shares of Common Stock from Bain Capital equal to $50 million less any shares actually sold by Bain Capital in its underwritten offering (such repurchase may be funded through a primary issuance of shares of Common Stock by us, in our discretion) or (ii) purchase such number of shares of Common Stock from the pre-existing holders of the piggyback registration rights

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~such that Bain Capital would no longer be required~~The following tables set forth certain financial information with respect to ~~reduce the number of shares it proposed to include in its underwritten offering below $50 million. All expenses incident to such registrations will be borne by us.~~our reportable segments (in thousands):



	International Services			U.S. Services			Tubular Sales			Blackhawk			Eliminations			Total
Three Months Ended September 30, 2017
Revenue from external customers	$	53,742		$	29,065		$	7,701		$	17,575		$	—		$	108,083
Inter-segment revenue	3			4,062			3,111			33			(7,209		)	—
Operating loss	(2,647		)	(25,453		)	(3,967		)	(3,013		)	—			(35,080		)
Adjusted EBITDA	11,151			(11,322		)	(1,333		)	3,477			—			*

Three Months Ended September 30, 2016
Revenue from external customers	$	51,028		$	34,057		$	20,029		$	—		$	—		$	105,114
Inter-segment revenue	(1		)	3,641			5,036			—			(8,676		)	—
Operating loss	(17,697		)	(30,415		)	(820		)	—			—			(48,932		)
Adjusted EBITDA ⁽¹⁾	4,532			(5,995		)	165			—			—			*

Nine Months Ended September 30, 2017
Revenue from external customers	$	153,851		$	89,936		$	40,787		$	51,899		$	—		$	336,473
Inter-segment revenue	18			12,890			10,350			105			(23,363		)	—
Operating loss	(19,140		)	(73,092		)	(782		)	(12,642		)	—			(105,656		)
Adjusted EBITDA	25,459			(27,775		)	1,736			7,653			—			*

Nine Months Ended September 30, 2016
Revenue from external customers	$	191,440		$	119,955		$	68,151		$	—		$	—		$	379,546
Inter-segment revenue	45			11,691			15,053			—			(26,789		)	—
Operating loss	(25,834		)	(74,722		)	(1,936		)	—			—			(102,492		)
Adjusted EBITDA ⁽¹⁾	31,752			(13,018		)	1,343			—			—			*


⁽¹⁾	Amounts previously reported as Corporate and other of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation.

* Non-GAAP financial measure not disclosed.

The Merger Agreement and related transaction documents contain representations, warranties, covenants and conditions customary for a transaction of this nature. The representations and warranties set forth in the Merger Agreement and related transaction documents were made by the parties to each other as of specific dates and to evidence their agreement on various issues, and were made solely for purposes of the Merger and may be subject to important qualifications and limitations or other factors agreed to by the parties in connection with negotiating the terms of the Merger. Based on the foregoing, one should not rely on the representations, warranties and disclosures included in the Merger Agreement or related transaction documents as statements of fact.

Note 17—Supplemental Cash Flow Information

Supplemental cash flows and non-cash transactions were as follows for the periods indicated (in thousands):



	For the Nine Months Ended September 30,
	2017		2016

Non-cash transactions:
Change in accounts payable and accrued expenses related to capital expenditures	$	3,983	$	1,086
Conversion of Preferred Stock	—		56,056
Tax receivable agreement liability	—		(124,646		)
Deferred tax impact of tax receivable agreement	—		68,590

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include those that express a belief, expectation or intention, as well as those that are not statements of historical fact. Forward-looking statements include information regarding our future plans and goals and our current expectations with respect to, among other things:

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.

Our forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “plan,” “goal” or other terms that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. The forward-looking statements in this Form 10-Q speak only as of the date of this report; we disclaim any obligation to update these statements unless required by law, and we caution you not to rely on them unduly. Forward-looking statements are not assurances of future performance and involve risks and uncertainties. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not limited to, the following:

the level of activity in the oil and gas industry;

further or sustained declines in oil and gas ~~prices;~~prices, including those resulting from weak global demand;

the timing, magnitude, probability and/or sustainability of any oil and gas price recovery;

unique risks associated with our offshore operations;

political, economic and regulatory uncertainties in our international operations;

our ability to develop new technologies and products;

our ability to protect our intellectual property rights;

our ability to employ and retain skilled and qualified workers;

the level of competition in our industry;

operational safety laws and regulations; and

weather conditions and natural disasters.

These and other important factors that could affect our operating results and performance are described in (1) “Risk Factors” in Part II, Item IA of this Form 10-Q, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2 of this Form 10-Q, and elsewhere within this Form 10-Q, (2) our Annual Report on Form 10-K for the year ended December 31, ~~2015,~~2016, filed with the SEC on February ~~29, 2016~~24, 2017 (our "Annual Report"), (3) our other reports and filings we make with the SEC from time to time and (4) other announcements we make from time to time. Should one or more of the risks or uncertainties described in the documents above or in this Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statements. All such forward-looking statements in this Form 10-Q are expressly qualified in their entirety by the cautionary statements in this section.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Form 10-Q and the audited consolidated financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report.

This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in any forward-looking statement because of various factors, including those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” of this

Form 10-Q.

Overview of Business

We are a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry and have been in business for over 75 years. We provide our services to leading exploration and production companies in both offshore and onshore environments, with a focus on complex and technically demanding wells.

We conduct our business through ~~three~~four operating segments:

International Services. We currently provide our services in approximately 60 countries on six continents. Our customers in these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies.

U.S. Services. We service customers in the offshore areas of the U.S. Gulf of Mexico. In addition, we have a presence in ~~almost all of~~ the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, ~~Bakken Shale, Barnett Shale,~~ Eagle Ford Shale, Haynesville Shale, Marcellus Shale, DJ Basin and Utica Shale.

Tubular Sales. We design, manufacture and distribute large ~~outside diameter ("OD")~~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.

Market Outlook

The ~~persistent low~~market for our products and services continues to be challenged by depressed oil and gas commodity ~~price environment continues to negatively impact our business across all operating segments. Decreased~~prices and reduced customer spending on offshore ~~spending~~exploration and ~~rig~~development projects. Despite some stabilization in commodity prices and increases in U.S. onshore activity and profitability, commodity prices remain below levels necessary for meaningful increases in offshore activity, particularly in ~~our core~~the markets of West Africa and the U.S. Gulf of ~~Mexico, have led to lower demand and pricing for our products and services.~~Mexico. For the remainder of ~~2016 and into~~ 2017, we ~~anticipate~~expect to see further ~~project delays, suspensions~~deterioration of pricing and ~~cancellations by~~activity in the U.S. Gulf of Mexico and, consequently, our ~~customers barring significant improvements~~Tubular Sales business segment. International markets are beginning to show signs of stabilization and the potential for reaching an activity bottom in ~~commodity prices or project economics. Despite modest improvements~~the next twelve months. We expect to see growth in our Blackhawk segment both in the U.S. onshore ~~rig count,~~and in select international markets during the next several quarters as we expand its operational footprint. In order to offset some of the declines in activity ~~remains below levels that would result in a material recovery in prices or profitability. We~~and pricing, we continue to ~~take actions~~look for ways to ~~mitigate these declines through cost reductions~~improve our operational efficiency and ~~growing market~~grow share in markets in which we have historically been underrepresented, ~~markets~~ including international land and ~~offshore~~ shelf opportunities. We also continue to evaluate potential

acquisitions ~~that would augment~~to broaden our ~~revenues~~well construction offering and position the ~~company~~Company for revenue growth in a market recovery.

How We Evaluate Our Operations

We use a number of financial and operational measures to routinely analyze and evaluate the performance of our business, including revenue, Adjusted EBITDA, Adjusted EBITDA margin and safety performance.

Revenue

We analyze our revenue growth by comparing actual monthly revenue to our internal projections for each month to assess our performance. We also assess incremental changes in our monthly revenue across our operating segments to identify potential areas for improvement.

Adjusted EBITDA and Adjusted EBITDA Margin

We define Adjusted EBITDA as net income (loss) before ~~net~~ interest income, ~~or expense,~~net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on sale of assets, foreign currency gain or loss, equity-based compensation, unrealized ~~and realized~~ gain or loss, the effects of the tax receivable agreement ("TRA"), other non-cash adjustments and ~~unusual~~other charges or credits. Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of our revenues. We review Adjusted EBITDA and Adjusted EBITDA margin on both a consolidated basis and on a segment basis. We use Adjusted EBITDA and Adjusted EBITDA margin to assess our financial performance because it allows us to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) ~~and~~, items outside the control of our management team (such as income tax and foreign currency exchange rates). and other charges outside the normal course of business. Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools and should not be considered as an alternative to net income (loss), operating income (loss), cash flow from operating activities or any other measure of financial performance presented in accordance with generally accepted accounting principles in the U.S. ("GAAP"). Previously reported Adjusted EBITDA for the three and nine months ended September 30, 2016 has been adjusted for investigation-related matters by $1.8 million and $5.1 million, respectively, as management believes removing the effect of these items allows for better comparability across periods.

The following table presents a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to net income (loss) ~~to Adjusted EBITDA, our most directly comparable GAAP performance measure, as well as Adjusted EBITDA margin~~ for each of the periods presented (in thousands):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016

Net income (loss)	$	2,296		$	(42,198	)	$	(50,317	)	$	(89,893	)
Interest income, net	(1,019		)	(646		)	(2,170		)	(1,050		)
Depreciation and amortization	30,650			26,545			92,700			84,278
Income tax expense (benefit)	87,613			(6,800		)	72,419			(15,311		)
Gain on sale of assets	(829		)	(46		)	(2,091		)	(1,095		)
Foreign currency (gain) loss	(1,839		)	1,696			(3,184		)	5,907
Derecognition of the TRA liability ⁽¹⁾	(122,515		)	—			(122,515		)	—
Charges and credits⁽²⁾	7,616			20,151			22,231			37,241
Adjusted EBITDA	$	1,973		$	(1,298	)	$	7,073		$	20,077
Adjusted EBITDA margin	1.8		%	(1.2		)%	2.1		%	5.3		%

Three Months Ended Nine Months Ended
September 30, September 30,
2016 2015 2016 2015

Net income (loss) $ (42,198 ) $ 24,088
$ (89,893 ) $ 99,342
Interest income, net (646 ) (173 ) (1,050 ) (150 )
Depreciation and amortization 26,545
29,032
84,278
80,743
Income tax (benefit) expense (6,800 ) 10,771
(15,311 ) 32,662
Gain on sale of assets (46 ) (1,392 ) (1,095 ) (521 )
Foreign currency loss 1,696
5,329
5,907
6,563
Equity-based compensation expense 3,828
6,096
12,356
22,470
Severance and other charges (See Note 17) 14,534
1,186
18,858
14,208
Changes in contingent consideration —
(1,532 ) —
(1,532 )
Unrealized and realized (gains) losses 10
—
973
—
Adjusted EBITDA $ (3,077 ) $ 73,405
$ 15,023
$ 253,785
Adjusted EBITDA margin (2.9 )% 30.6 % 4.0 % 32.9 %


⁽¹⁾	Please see Note 12 - Related Party Transactions in the Notes to the Unaudited Condensed Consolidated Financial Statements for further discussion.

⁽²⁾

Comprised of Equity-based compensation expense (for the three months ended September 30, 2017 and 2016: $2,342 and $3,828, respectively, and for the nine months ended September 30, 2017 and 2016: $11,458 and $12,356, respectively), Mergers and acquisition expense (for the three months ended September 30, 2017 and 2016: none and none, respectively, and for the nine months ended September 30, 2017 and 2016: $459 and none, respectively), Severance and other charges (for the three months ended September 30, 2017 and 2016: $1,648 and $14,534, respectively, and for the nine months ended September 30, 2017 and 2016: $2,386 and $18,858, respectively), Unrealized and realized losses (for the three months ended September 30, 2017 and 2016: $1,123 and $10, respectively, and for the nine months ended September 30, 2017 and 2016: $2,819 and $973, respectively) and Investigation-related matters (for the three months ended September 30, 2017 and 2016: $2,503 and $1,779, respectively, and for the nine months ended September 30, 2017 and 2016: $5,109 and $5,054, respectively).

For a reconciliation of our Adjusted EBITDA on a segment basis to the most comparable measure calculated in accordance with GAAP, see ~~“—Operating~~“Operating Segment Results.”

Safety and Quality Performance

Maintaining a strong safety record is a critical component of our operational success. Many of our ~~larger~~ customers have safety standards we must satisfy before we can perform ~~services for them. We~~services. As a result, we continually monitor and improve our safety ~~culture~~performance through the ~~use~~evaluation of ~~employee~~ safety observations, job and customer surveys, and ~~trend analysis, and we modify existing programs or develop new programs according~~safety data. The primary measure for our safety performance is the tracking of the Total Recordable Incident Rate in addition to the ~~data obtained. One way to measure safety is by tracking the total recordable incident~~

~~rate (“TRIR”) and the lost time incident rate (“LTIR”),~~Lost Time Incident Rate, which are reviewed on both a monthly and rolling twelve-month basis.

Our business is dependent on our ability to provide highly reliable and safe equipment. If our equipment does not meet statutory regulations and/or our clients do not accept the quality of our equipment, we could encounter loss of contracts and/or loss of reputation, which could materially impact our operations and profitability. Further, the failure of our equipment could subject us to litigation, regulatory fines and/or adverse customer reaction. In addition, equipment certification requirements vary by region and changes in these requirements could impact our ability to operate in certain markets if our tools do not comply with these requirements.

Consolidated Results of Operations

The following table presents our consolidated results for the periods presented (in thousands):


	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2016			2015			2016			2015			2017			2016			2017			2016
	(Unaudited)												(Unaudited)
Revenues:
Equipment rentals and services	$	85,698		$	176,553		$	312,132		$	610,240		$	92,547		$	85,698		$	272,402		$	312,132
Products ~~(1)~~	19,416			63,330			67,414			161,384			15,536			19,416			64,071			67,414
Total revenue	105,114			239,883			379,546			771,624			108,083			105,114			336,473			379,546

Operating expenses:
Cost of revenues, exclusive of
depreciation and amortization
Equipment rentals and services	47,002			72,389			155,367			242,681
Products	13,237			34,174			42,594			90,081
General and administrative expenses	52,774			66,929			182,036			210,523
Cost of revenues, exclusive of depreciation and amortization
Equipment rentals and services ⁽¹⁾													60,981			57,307			178,865			189,965
Products ⁽¹⁾													10,750			16,029			45,162			51,446
General and administrative expenses ⁽¹⁾													39,963			39,677			125,107			138,586
Depreciation and amortization	26,545			29,032			84,278			80,743			30,650			26,545			92,700			84,278
Severance and other charges	14,534			1,186			18,858			14,208			1,648			14,534			2,386			18,858
Change in value of contingent consideration	—			(1,532		)	—			(1,532		)
Gain on sale of assets	(46		)	(1,392		)	(1,095		)	(521		)	(829		)	(46		)	(2,091		)	(1,095		)
Operating income (loss)	(48,932		)	39,097			(102,492		)	135,441
Operating loss													(35,080		)	(48,932		)	(105,656		)	(102,492		)

Other income (expense):
Other income	984			918			2,145			2,976
Derecognition of the TRA liability ⁽²⁾													122,515			—			122,515			—
Other income (expense), net													(384		)	984			348			2,145
Interest income, net	646			173			1,050			150			1,019			646			2,170			1,050
Foreign currency loss	(1,696		)	(5,329		)	(5,907		)	(6,563		)
Mergers and acquisition expense													—			—			(459		)	—
Foreign currency gain (loss)													1,839			(1,696		)	3,184			(5,907		)
Total other income (expense)	(66		)	(4,238		)	(2,712		)	(3,437		)	124,989			(66		)	127,758			(2,712		)

Income (loss) before income tax expense (benefit)	(48,998		)	34,859			(105,204		)	132,004			89,909			(48,998		)	22,102			(105,204		)
Income tax expense (benefit)	(6,800		)	10,771			(15,311		)	32,662			87,613			(6,800		)	72,419			(15,311		)
Net income (loss)	(42,198		)	24,088			(89,893		)	99,342			2,296			(42,198		)	(50,317		)	(89,893		)
Less: Net income (loss) attributable to noncontrolling interest	(5,216		)	7,523			(20,741		)	27,668
Less: Net loss attributable to noncontrolling interest													—			(5,216		)	—			(20,741		)

Net income (loss) attributable to Frank's International N.V.	$	(36,982	)	$	16,565		$	(69,152	)	$	71,674		$	2,296		$	(36,982	)	$	(50,317	)	$	(69,152	)

⁽¹⁾

For the three months ended September 30, 2016, $10,305 and $2,792 have been reclassified from general and administrative expenses to equipment rentals and services and products, respectively, and $34,598 and $8,852, respectively, for the nine months ended September 30, 2016. See Note 1 - Basis of Presentation in the Notes to Unaudited Condensed Consolidated ~~products revenue includes a small amount of revenues attributable~~Financial Statements.


⁽²⁾	Please see Note 12 - Related Party Transactions in the Notes to the ~~U.S. Services and International Services segments.~~Unaudited Condensed Consolidated Financial Statements for further discussion.

Three Months Ended September 30, ~~2016~~2017 Compared to Three Months Ended September 30, ~~2015~~2016

Revenues. Revenues from external customers, excluding intersegment sales, for the three months ended September 30, ~~2016~~ ~~decreased~~2017 increased by ~~$134.8~~$3.0 million, or ~~56.2%~~2.8%, to ~~$105.1~~$108.1 million from ~~$239.9~~$105.1 million for the three months ended September 30, ~~2015.~~2016. The revenue increase was primarily attributable to our recently acquired Blackhawk segment and our International Services segment, partially offset by a decrease in our U.S. Services and Tubular Sales segments. Revenues for our segments are discussed separately below under the heading "Operating Segment Results."

Cost of revenues, exclusive of depreciation and amortization. Cost of revenues for the three months ended September 30, 2017 decreased by $1.6 million, or 2.2%, to $71.7 million from $73.3 million for the three months ended September 30, 2016 due to our cost cutting initiatives.

Depreciation and amortization. Depreciation and amortization for the three months ended September 30, 2017 increased by $4.1 million, or 15.5%, to $30.7 million from $26.5 million for the three months ended September 30, 2016, primarily due to our recently acquired Blackhawk segment.

Severance and other charges. Severance and other charges for the three months ended September 30, 2017 decreased by $12.9 million, or 88.7%, to $1.6 million from $14.5 million for the three months ended September 30, 2016 due to higher workforce reductions in the third quarter of 2016 compared to 2017 as we took steps to adjust our workforce to meet the depressed demand in the industry.

Foreign currency gain (loss). Foreign currency gain for the three months ended September 30, 2017 was $1.8 million as compared to a foreign currency loss for the three months ended September 30, 2016 of $1.7 million. The change in foreign currency gain (loss) year-over-year was primarily driven by the weakening of the U.S. dollar against other currencies.

Income tax expense (benefit). Income tax expense for the three months ended September 30, 2017 increased by $94.4 million to $87.6 million from a benefit of $6.8 million for the three months ended September 30, 2016, primarily as a result of recording valuation allowances against our net deferred tax assets. The deferred tax assets relate to net operating losses, outside basis differences in our partnership investment and other timing differences primarily associated with our U.S. operations.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

Revenues. Revenues from external customers, excluding intersegment sales, for the nine months ended September 30, 2017 decreased by $43.1 million, or 11.3%, to $336.5 million from $379.5 million for the nine months ended September 30, 2016. The decrease was primarily attributable to lower revenues in ~~all~~the majority of our segments due to declining activity as depressed oil and gas prices resulted in reduced rig count, downward pricing pressures, rig cancellations and delays as well as deferred work scopes in the International and ~~U.S. Services regions while revenues~~

~~for Tubular Sales decreased due to~~ ~~lower international demand and decreased deep water fabrication revenue.~~ ~~Revenues for our segments are discussed separately below under the heading "Operating Segment Results."~~

~~Cost of revenues, exclusive of depreciation and amortization.~~ Cost of revenues for the three months ended September 30, 2016 decreased by $46.3 million, or 43.5%, to $60.2 million from $106.6 million for the three months ended September 30, 2015. Our cost of revenues decline was consistent with our lower revenue, which was slightly offset by our fixed cost structure.

~~General and administrative expenses.~~ General and administrative expenses for the three months ended September 30, 2016 decreased by $14.2 million, or 21.1%, to $52.8 million from $66.9 million for the three months ended September 30, 2015 as a result of cost initiatives, which included workforce reductions and lease terminations. Also, equity-based compensation expense decreased by $2.3 million as the IPO grants for retirement-eligible employees had a two year service requirement, which was completed during the third quarter of 2015. The lower costs were partially offset by an increase in higher professional fees of $3.1 million as a result of ~~ongoing global corporate initiatives, acquisition costs and~~ ~~our investigation as mentioned in Note 18 - Commitments and Contingencies~~ ~~in the Notes to Unaudited Condensed Consolidated Financial Statements~~.

~~Severance and other charges~~. Severance and other charges for the three months ended September 30, 2016 increased by $13.3 million, or 1,125.5%, to $14.5 million from $1.2 million for the three months ended September 30, 2015 as a result of a higher workforce reduction in the third quarter of 2016 compared to 2015 as we continued to ~~take steps to adjust our workforce to meet the depressed demand in the industry.~~ ~~See Note 17 - Severance and Other Charges~~ ~~in the Notes to Unaudited Condensed Consolidated Financial Statements for further discussion~~.

~~Foreign currency loss~~. Foreign currency loss was $1.7 million for the three months ended September 30, 2016 compared to $5.3 million for the three months ended September 30, 2015 primarily due to the devaluation of the Nigerian Naira.

~~Income tax expense (benefit).~~ Income tax expense (benefit) for the three months ended September 30, 2016 decreased by $17.6 million, or 163.1%, to $(6.8) million from $10.8 million for the three months ended September 30, 2015 primarily as a result of a decrease in taxable income and a change in jurisdictional mix. We are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits) and withholding taxes based on revenues; consequently, the relationship between our pre-tax income from operations and our income tax provision varies from period to period.

~~Nine Months Ended September 30, 2016 Compared to Nine Months Ended September 30, 2015~~

~~Revenues.~~ ~~Revenues from external customers, excluding intersegment sales, for the nine months ended September 30, 2016 decreased by~~ ~~$392.1 million~~, or 50.8%, to $379.5 million from $771.6 million for the nine months ended September 30, 2015. The decrease was primarily attributable to lower revenues in all of our segments due to declining activity as depressed oil and gas prices resulted in reduced rig count, downward pricing pressures, rig cancellations and delays as well as deferred work scopes in the International andoffshore U.S. Services regions while revenues for Tubular Sales decreased due to lower international demand and decreased ~~deep water~~deepwater fabrication revenue. The decrease in total revenues was partially offset by revenues from our recently acquired Blackhawk segment of $51.9 million. Revenues for our segments are discussed separately below under the heading "Operating Segment Results."

Cost of revenues, exclusive of depreciation and amortization. Cost of revenues for the nine months ended September 30, ~~2016~~2017 decreased by ~~$134.8~~$17.4 million, or ~~40.5%~~7.2%, to ~~$198.0~~$224.0 million from ~~$332.8~~$241.4 million for the nine months ended September 30, ~~2015.~~2016. Our cost of revenues decline was consistent with our lower revenue ~~which was slightly offset by our fixed~~and cost ~~structure.~~cutting initiative.

General and administrative ~~expenses.~~ expenses. General and administrative expenses for the nine months ended September 30, 2017 decreased by $13.5 million, or 9.7%, to $125.1 million from $138.6 million for the nine months ended September 30, 2016 ~~decreased by $28.5 million, or 13.5%,~~ primarily due to ~~$182.0 million from $210.5 million for the nine months ended September 30, 2015. Excluding the~~ bad debt expense ~~of $9.7 million~~recognized in 2016 related to ~~the collectability of~~difficulty in collecting certain receivables in

Venezuela ~~(see "Customer Credit Risk" in Part I, Item 3), general~~ and ~~administrative expenses for the nine months ended September 30, 2016 decreased by $38.2 million, or 18.1%, primarily as a result of~~ cost initiatives, which included workforce reductions and lease terminations. Also, equity-based compensation expense decreased by $10.1 million as the IPO grants for retirement-eligible employees had a two year service requirement, which was completed during the third quarter of 2015. The decreased costs were partially offset by $7.7 million of professional fees, which included costs related to our ongoing global corporate initiatives, acquisition costs and the investigation mentioned in Note 18 - Commitments and Contingencies in the Notes to Unaudited Condensed Consolidated Financial Statements. cutting initiatives.

Depreciation and amortization.Depreciation and amortization for the nine months ended September 30, ~~2016~~2017 increased by ~~$3.5~~$8.4 million, or ~~4.4%~~10.0%, to ~~$84.3~~$92.7 million from ~~$80.7~~$84.3 million for the nine months ended September 30, ~~2015. The increase was~~2016, primarily ~~attributable~~due to our recently acquired Blackhawk segment, partially offset by a lower depreciable base related to our ~~Timco acquisition of $2.5 million as well as capital expenditures in the current period.~~legacy assets.

Severance and other charges. Severance and other charges for the nine months ended September 30, ~~2016 increased~~2017 decreased by ~~$4.7~~$16.5 million, or ~~32.7%~~87.3%, to ~~$18.9~~$2.4 million from ~~$14.2~~$18.9 million for the nine months ended September 30, ~~2015~~2016 as a result of ~~additional~~a higher workforce ~~reductions~~reduction in 2016 compared to ~~the prior year~~2017 as we ~~continued to~~ took~~take~~ steps to adjust our workforce to meet the depressed demand in the industry.

~~See Note 17 - Severance and Other Charges~~ ~~in the Notes to Unaudited Condensed Consolidated Financial Statements for further discussion~~Foreign currency gain (loss). Foreign currency gain for the nine months ended September 30, 2017 was $3.2 million as compared to a foreign currency loss for the nine months ended September 30, 2016 of $5.9 million. The improvement in foreign currency gain (loss) year-over-year was primarily driven by the weakening of the U.S. dollar against other currencies which positively impacted foreign currency gain (loss) for the nine months ended September 30, 2017 and the absence of the devaluation of the Nigerian Naira which negatively impacted foreign currency gain (loss) for the nine months ended September 30, 2016.

Income tax expense (benefit). Income tax expense ~~(benefit)~~for the nine months ended September 30, 2017 increased by $87.7 million to $72.4 million from a benefit of $15.3 million for the nine months ended September 30, 2016, ~~decreased by $48.0 million, or 146.9%, to $(15.3) million from $32.7 million for the nine months ended September 30, 2015~~ primarily as a result of ~~a decrease~~recording valuation allowances against our net deferred tax assets. The deferred tax assets relate to net operating losses, outside basis differences in ~~taxable income~~our partnership investment and ~~a change in jurisdictional mix. We are subject to many~~other timing differences primarily associated with our U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenues rather than profits) and withholding taxes based on revenues; consequently, the relationship between our pre-tax income from operations and our income tax provision varies from period to period.operations.

Operating Segment Results

Revenue pertaining to our segments as stated in the following discussions include intersegment sales. Adjusted EBITDA includes the impact of intersegment operating activity. See Note 19 - Segment Information in the Notes to Unaudited Condensed Consolidated Financial Statements.

The following table presents revenues and Adjusted EBITDA by segment ~~and a reconciliation of Adjusted EBITDA to net income (loss), which is the most comparable GAAP financial measure~~ (in thousands):

Three Months Ended Nine Months Ended
September 30, September 30,
2016 2015 2016 2015
Revenue:
International Services $ 51,027
$ 103,178
$ 191,485
$ 350,627
U.S. Services 37,698
80,071
131,646
282,331
Tubular Sales 25,065
69,578
83,204
189,208
Intersegment sales (8,676 ) (12,944 ) (26,789 ) (50,542 )
Total $ 105,114
$ 239,883
$ 379,546
$ 771,624

Segment Adjusted EBITDA:
International Services $ 4,532
$ 39,157
$ 31,752
$ 146,752
U.S. Services (7,933 ) 18,251
(18,433 ) 79,914
Tubular Sales 165
15,985
1,343
27,082
Corporate and other (1) 159
12
361
37
Adjusted EBITDA Total (2) (3,077 ) 73,405
15,023
253,785
Interest income, net 646
173
1,050
150
Income tax benefit (expense) 6,800
(10,771 ) 15,311
(32,662 )
Depreciation and amortization (26,545 ) (29,032 ) (84,278 ) (80,743 )
Gain on sale of assets 46
1,392
1,095
521
Foreign currency loss (1,696 ) (5,329 ) (5,907 ) (6,563 )
Equity-based compensation expense (3,828 ) (6,096 ) (12,356 ) (22,470 )
Severance and other charges (14,534 ) (1,186 ) (18,858 ) (14,208 )
Change in value of contingent consideration —
1,532
—
1,532
Unrealized and realized gains (losses) (10 ) —
(973 ) —
Net income (loss) $ (42,198 ) $ 24,088
$ (89,893 ) $ 99,342



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenue:
International Services	$	53,742		$	51,028		$	153,851		$	191,440
U.S. Services	29,065			34,057			89,936			119,955
Tubular Sales	7,701			20,029			40,787			68,151
Blackhawk	17,575			—			51,899			—
Total	$	108,083		$	105,114		$	336,473		$	379,546

Segment Adjusted EBITDA ⁽²⁾:
International Services	$	11,151		$	4,532		$	25,459		$	31,752
U.S. Services ⁽¹⁾	(11,322		)	(5,995		)	(27,775		)	(13,018		)
Tubular Sales	(1,333		)	165			1,736			1,343
Blackhawk	3,477			—			7,653			—
	$	1,973		$	(1,298	)	$	7,073		$	20,077


⁽¹⁾	Amounts previously reported as Corporate and other ~~represents amounts not directly associated with an operating segment.~~of $159 and $361 for the three and nine months ended September 30, 2016, respectively, have been reclassified to U.S. Services to conform to the current presentation.


⁽²⁾	Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. (For a reconciliation of our Adjusted EBITDA, see "Adjusted EBITDA and Adjusted EBITDA Margin").

Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016 ~~Compared to~~ ~~Three Months Ended September 30, 2015~~

International Services

Revenue for the International Services segment ~~decreased~~increased by ~~$52.2~~$2.7 million for the three months ended September 30, ~~2016,~~2017, or ~~50.5%~~5.3%, compared to the same period in ~~2015,~~2016, primarily due to ~~depressed oil~~an increase in Middle East onshore activity, European offshore shelf activity, and ~~gas prices, which challenged~~increased offshore activity in Latin America and Canada, partially offset by declines in revenue attributable to the ~~economics of current development projects~~Africa and ~~caused~~Asia Pacific regions.

Adjusted EBITDA for the ~~termination of ongoing drilling campaigns and~~International Services segment increased by $6.6 million for the ~~delay~~three months ended September 30, 2017, or 146.1%, compared to the same period in ~~the commencement of new projects,~~2016, primarily driven by increased revenue as well as ~~cancellations or deferred work scopes.~~

lower expenses in 2017 due to cost cutting measures.

~~Adjusted EBITDA~~

U.S. Services

Revenue for the ~~International~~U.S. Services segment decreased by ~~$34.6~~$5.0 million for the three months ended September 30, ~~2016,~~2017, or ~~88.4%~~14.7%, compared to the same period in ~~2015~~2016. Onshore services revenue increased by $6.3 million as a result of improved activity from increased rig counts. The offshore business saw a decrease in revenue of $11.3 million as a result of overall lower activity due to rig cancellations and delays in the Gulf of Mexico, coupled with downward pricing pressures.

Adjusted EBITDA for the U.S. Services segment decreased by $5.3 million for the three months ended September 30, 2017, or 88.9%, compared to the same period in 2016 due to overall lower offshore activity and increased pricing pressures partially offset by higher activity in our onshore services.

Tubular Sales

Revenue for the Tubular Sales segment decreased by $12.3 million for the three months ended September 30, 2017, or 61.6%, compared to the same period in 2016 primarily due to lower deepwater activity in the ~~$52.2~~Gulf of Mexico and delays in projects.

Adjusted EBITDA for the Tubular Sales segment decreased by $1.5 million for the three months ended September 30, 2017, compared to the same period in 2016 primarily due to the decrease in revenue, which was partially offset by lower expenses due to reduced activity and ~~cost-cutting measures~~.cost cutting measures.

~~U.S. Services~~Blackhawk

~~Revenue~~The Blackhawk segment is comprised solely of the assets we acquired on November 1, 2016. Revenues and Adjusted EBITDA for the ~~U.S. Services~~ segment ~~decreased by $42.4~~were $17.6 million and $3.5 million for the three months ended September 30, ~~2016, or 52.9%, compared to the same period in 2015. Onshore services revenue decreased by $10.4 million as a result of lower activity from declining rig counts~~2017. See Note 3 - Acquisition and ~~pricing discounts. The offshore business saw a decrease in revenue of $32.0 million as a result of overall lower activity from weaknesses seen~~Divestitures in the ~~Gulf of Mexico due~~Notes to ~~rig cancellations and delays, coupled with downward pricing pressures.~~

~~Adjusted EBITDA~~Unaudited Condensed Consolidated Financial Statements for the U.S. Services segment decreased by $26.2 million for the three months ended September 30, 2016, or 143.5%, compared to the same period in 2015 primarily due to higher pricing concessions and lower activity of $21.2 million and higher corporate and other costs of $5.0 million primarily due to increased professional fees, which were attributable to the investigation, ongoing global corporate initiatives and acquisition costs.

~~Tubular Sales~~

Revenue for the Tubular Sales segment decreased by $44.5 million for the three months ended September 30, 2016, or 64.0%, compared to the same period in 2015 primarily as a result of lower international demand and decreased deep water fabrication revenue.

Adjusted EBITDA for the Tubular Sales segment decreased by $15.8 million for the three months ended September 30, 2016, or 99.0%, compared to the same period in 2015 as it was negatively impacted by fixed costs associated with the manufacturing division and decreased revenues.additional information on our Blackhawk acquisition.

Nine Months Ended September 30, ~~2016~~2017 Compared to Nine Months Ended September 30, ~~2015~~2016

International Services

Revenue for the International Services segment decreased by ~~$159.1~~$37.6 million for the nine months ended September 30, ~~2016,~~2017, or ~~45.4%~~19.6%, compared to the same period in ~~2015,~~2016, primarily due to depressed oil and gas prices which have challenged the economics of ~~current~~our customers' development projects, particularly in Europe and ~~caused the termination of ongoing drilling campaigns and the delay~~Africa where complex deepwater wells had previously been large revenue drivers. This was partially offset by improved revenue in the ~~commencement of new projects, as well as cancellations or deferred work scopes.~~Middle East due to increased onshore activity.

Adjusted EBITDA for the International Services segment decreased by ~~$115.0~~$6.3 million for the nine months ended September 30, ~~2016,~~2017, or ~~78.4%~~19.8%, compared to the same period in ~~2015~~2016 primarily due to the ~~$159.1 million~~ decrease in revenue, which was partially offset by the absence of non-recurring charges recognized in 2016 of $9.7 million offor bad debt ~~expense~~primarily related to ~~the collectability of~~difficulty in collecting certain receivables in Venezuela ~~(see "Customer Credit Risk"in Part I, Item 3)~~ and $2.5 million of additional payroll related costs for Nigeria and Mexico, ~~which were partially offset by~~as well as lower expenses in 2017 due to reduced activity and ~~cost-cutting measures~~.cost cutting measures.

U.S. Services

Revenue for the U.S. Services segment decreased by ~~$150.7~~$30.0 million for the nine months ended September 30, ~~2016,~~2017, or ~~53.4%~~25.0%, compared to the same period in ~~2015.~~2016. Onshore services revenue ~~decreased~~increased by ~~$45.3~~$12.0 million as a result of ~~lower~~improved activity from ~~declining~~increased rig ~~counts and pricing discounts.~~counts. The offshore business saw a decrease in revenue of ~~$105.4~~$42.0 million as a result of overall lower activity ~~from weaknesses seen in the Gulf of Mexico~~ due to rig cancellations and delays in the Gulf of Mexico, coupled with downward pricing pressures.

Adjusted EBITDA for the U.S. Services segment decreased by ~~$98.3~~$14.8 million for the nine months ended September 30, ~~2016, or 123.1%,~~2017 compared to the same period in ~~2015~~2016 primarily due to ~~higher pricing concessions and~~ lower

activity of $80.1 million and higher corporate and other costs of $18.2 million primarily due to increased professional fees, which were attributable to the investigation, ongoing global corporate initiatives and acquisition costs.in our offshore services, partially offset by an increase in onshore services activity.

Tubular Sales

Revenue for the Tubular Sales segment decreased by ~~$106.0~~$27.4 million for the nine months ended September 30, ~~2016,~~2017, or ~~56.0%~~40.2%, compared to the same period in ~~2015~~2016 primarily as a result of lower deepwater activity in the Gulf of Mexico, which more than offset higher revenue in our international ~~demand and decreased deep water fabrication revenue.~~markets.

Adjusted EBITDA for the Tubular Sales segment ~~decreased~~increased by ~~$25.7~~$0.4 million for the nine months ended September 30, ~~2016, or 95.0%,~~2017 compared to the same period in ~~2015~~2016 as it was ~~negatively~~positively impacted by ~~fixed costs associated with~~cost cutting measures undertaken during 2016.

Blackhawk

The Blackhawk segment is comprised solely of the ~~manufacturing division~~assets we acquired on November 1, 2016. Revenues and ~~decreased revenues.~~Adjusted EBITDA for the segment were $51.9 million and $7.7 million for the nine months ended September 30, 2017. See Note 3 - Acquisition and Divestitures in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information on our Blackhawk acquisition.

Liquidity and Capital Resources

Liquidity

At September 30, ~~2016,~~2017, we had cash and cash equivalents and short-term investments of ~~$529.9~~$293.9 million and debt of ~~$0.3~~$0.1 million. Our primary sources of liquidity to date have been cash flows from operations. Our primary uses of capital have been for organic growth capital ~~expenditures and acquisitions.~~expenditures. We continually monitor potential capital sources, including equity and debt financing, in order to meet our investment and target liquidity requirements.

Our total capital expenditures are estimated at ~~$50.0~~$40.0 million for ~~2016.~~2017. We expect to spend approximately ~~$20.0~~$22.0 million for the purchase and manufacture of equipment and ~~$30.0~~$18.0 million for other property, plant and equipment, inclusive of the purchase or construction of facilities. The actual amount of capital expenditures for the manufacture of equipment may fluctuate based on market conditions. During the nine months ended September 30, ~~2016~~2017 and ~~2015~~,2016, capital expenditures were ~~$29.8~~$18.6 million and ~~$88.3~~$29.8 million,, respectively, all of which were funded from internally generated funds. We believe our cash on hand and cash flows from operations ~~and potential borrowings under our Credit Facility (as defined below),~~ should be sufficient to fund our capital expenditure and liquidity requirements for the remainder of ~~2016 and all of~~ 2017.

We paid dividends on our common stock of ~~$62.3~~$50.4 million, or ~~an aggregate of $0.375~~$0.225 per common share ~~in addition to $8.0 million in distributions to our noncontrolling interests~~ during the nine months ended September 30, ~~2016~~.2017. On ~~July 22, 2016, our board~~October 27, 2017, the Board of ~~directors~~Managing Directors of the Company, with the approval from the Board of Supervisory Directors of the Company, approved a plan to suspend the ~~decrease of our~~Company’s quarterly dividend ~~from $0.15 per share~~in order to ~~$0.075 per share. The timing, declaration, amount of, and payment of any dividends is within the discretion of our board of managing directors subject~~preserve capital for various purposes, including to the approval of our board of supervisory directors and will depend upon many factors, including our financial condition, earnings, capital requirements, covenants associated with certain of our debt service obligations, legal requirements, regulatory constraints, industry practice, ability to access capital markets, and other factors deemed relevant by our board of managing directors and our board of supervisory directors. We do not have a legal obligation to pay any dividend and there can be no assurance that we will be able to do so. The timing of distributions to our noncontrolling interests and the resulting tax arising from their membership interestsinvest in ~~Frank's International C.V. ("FICV") was determined pursuant to the Limited Partnership Agreement of FICV.~~

On August 19, 2016, we received notice from Mosing Holdings, Inc. (“MHI”) that it was exercising its right to exchange, for 52,976,000 common shares, each of the following securities: (i) 52,976,000 Preferred Shares and (ii) 52,976,000 units in FICV. We issued 52,976,000 common shares to MHI on August 26, 2016. As a result, there will be no remaining issued or outstanding Preferred Shares and the Mosing family will beneficially own approximately 173,837,084 common shares of the Company.growth opportunities.

Credit Facility

September 30, ~~2016~~2017 and December 31, ~~2015~~,2016, we ~~did not have any outstanding indebtedness under the Credit Facility. We~~ had ~~$3.8~~$2.8 million and ~~$4.7~~$3.7 million, respectively, in letters of credit outstanding asand no outstanding borrowings under this facility. As of September 30, ~~2016 and December 31, 2015, respectively. If~~2017, our ability to borrow under the Credit Facility has been reduced to approximately $30 million as a result of our decreased Adjusted ~~EBITDA levels do not increase in future quarters, our~~EBITDA. Our borrowing capacity under the Credit Facility could be ~~reduced.~~further reduced or eliminated depending on our future Adjusted EBITDA. As a result of this, our overall liquidity would be diminished.

The Credit Facility also contains financial covenants, which, among other things, require us, on a consolidated basis, to maintain: (i) a ratio of total consolidated funded debt to adjusted EBITDA (as defined in the Credit ~~Facility)~~Agreement) of not more than ~~2.50~~2.5 to 1.0 and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0. ~~As of~~ ~~September 30, 2016, we were in compliance with all financial covenants under the Credit Facility.~~

In addition, the Credit Facility contains customary events of default, including, among others, the failure to make required payments, failure to comply with certain covenants or other agreements, breach of the representations and covenants contained in the agreements, default of certain other indebtedness, certain events of bankruptcy or insolvency and the occurrence of a change in control.

On April 28, 2017, the Company obtained a limited waiver under its Revolving Credit Agreement, dated August 14, 2013, by and among FICV (as borrower), Amegy Bank National Association (as administrative agent), Capital One, National Association (as syndication agent) and the other lenders party thereto (the "Credit Agreement"), of its leverage ratio and interest coverage ratio for the fiscal quarters ending March 31, 2017 and June 30, 2017 (the “Waiver”) in order to not be in default for first quarter of 2017 testing. The Company agreed to comply with the following conditions during the period from the effective date of the Waiver until the delivery of its compliance certificate with respect to the fiscal quarter ending September 30, 2017: (i) maintain no less than $250.0 million in liquidity; (ii) abide by certain restrictions regarding the issuance of senior unsecured debt; and (iii) pay interest and commitment fees based on the highest “Applicable Margin” (as defined in the Credit Agreement) level. In connection with the Waiver, the Company paid a waiver fee to each lender that executed the Waiver equal to five basis points of the respective lender’s commitment under the Credit Agreement. As of September 30, 2017, we were in compliance with the covenants included in the Credit Agreement.

Citibank Credit Facility

In 2016, we entered into a three-year credit facility with Citibank N.A., UAE Branch in the amount of $6.0 million for issuance of standby letters of credit and guarantees. The credit facility also allows for open ended guarantees. Outstanding amounts under the credit facility bear interest of 1.25% per annum for amounts outstanding up to one year. Amounts outstanding more than one year bear interest at 1.5% per annum. As of September 30, 2017 and December 31, 2016, we had $2.5 million and $2.2 million in letters of credit outstanding.

Tax Receivable Agreement

We entered into a tax receivable agreement (the “TRA”) with ~~FICV~~Frank's International C.V. ("FICV") and ~~MHI~~Mosing Holdings, LLC ("Mosing Holdings") in connection with our ~~IPO.~~initial public offering ("IPO"). The TRA generally provides for the payment by us to ~~MHI~~Mosing Holdings of 85% of the amount of the actual reductions, if any, in payments of U.S. federal, state and local income tax or franchise tax in periods after our IPO (which reductions we refer to as "cash savings") as a result of (i) the tax basis increases resulting from the transfer of FICV interests to us in connection with the conversion of shares of Preferred Stock into shares of our common stock on August 26, 2016 and (ii) imputed

interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. In addition, the TRA provides for interest earned from the due date (without extensions) of the corresponding tax return to the date of payment specified by the TRA. We will retain the remaining 15% of cash savings, if any. The payment obligations under the TRA are our obligations and not obligations of FICV. The term of the TRA continues until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the TRA.

If we elect to execute our sole right to terminate the TRA early, we would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that ~~MHI~~Mosing Holdings or its transferees own on the termination date are deemed to be exchanged on the termination date). In addition, payments due under the TRA will be similarly accelerated following certain mergers or other changes of control.

In certain circumstances, we may be required to make payments under the TRA that we have entered into with

~~MHI.~~ Mosing Holdings. In most circumstances, these payments will be associated with the actual cash savings that we recognize in connection with the conversion of Preferred Stock, which would reduce the actual tax benefit to us. If we were to elect

to exercise our sole right to terminate the TRA early or enter into certain change of control transactions, we may incur payment obligations prior to the time we actually incur any tax benefit. In those circumstances, we would need to pay the amounts out of cash on hand, finance the payments or refrain from triggering the obligation. Though we do not have any present intention of triggering an advance payment under the TRA, based on our current liquidity and our expected ability to access debt and equity financing, we believe we would be able to make such a payment if necessary. Any such payment could reduce our cash on hand and our borrowing availability, however, which would also reduce the amount of cash available to operate our business, to fund capital expenditures and to be paid as dividends to our stockholders, among other things. Please see Note 1412 - Related Party Transactions in the Notes to Unaudited Condensed Consolidated Financial Statements.

Cash Flows from Operating, Investing and Financing Activities

Cash flows provided by (used in) our operations, investing and financing activities are summarized below (in thousands):

Nine Months Ended
September 30,
2016 2015
Operating activities $ 27,846
$ 295,387

Investing activities (17,362 ) (163,966 )
Financing activities (79,831 ) (117,240 )
(69,347 ) 14,181

Effect of exchange rate changes on cash activities (3,162 ) 3,518

Increase (decrease) in cash and cash equivalents $ (72,509 ) $ 17,699



	Nine Months Ended
	September 30,
	2017			2016
Operating activities	$	24,585		$	27,846
Investing activities	(57,243		)	(17,362		)
Financing activities	(51,634		)	(79,831		)
	(84,292		)	(69,347		)
Effect of exchange rate changes on cash	(1,896		)	(3,162		)
Net decrease in cash and cash equivalents	$	(86,188	)	$	(72,509	)

Statements of cash flows for entities with international operations that use the local currency as the functional currency exclude the effects of the changes in foreign currency exchange rates that occur during any given year, as these are noncash changes. As a result, changes reflected in certain accounts on the condensed consolidated statements of cash flows may not reflect the changes in corresponding accounts on the condensed consolidated balance sheets.

Operating Activities

Cash flow ~~from~~provided by operating activities was ~~$27.8~~$24.6 million for the nine months ended September 30, ~~2016~~ as2017 compared to ~~$295.4~~cash flow provided by operating activities of $27.8 million in for the ~~comparable~~same period in ~~2015.~~2016. The decrease in ~~2016~~cash flow provided by operating activities was primarily due to lower activity as a ~~net loss, lower deferred tax provision~~result of depressed oil and ~~changes~~gas prices, which resulted in ~~working capital, primarily~~a decrease in accounts receivable of $58.1 million and inventories ~~deferred revenue and~~of $13.9 million, partially offset

by a decrease in accrued expenses and other ~~liabilities. The changes were a result~~current liabilities of ~~lower activity due to depressed oil~~$37.8 million, deferred revenue of $20.4 million and ~~gas prices. Non-current~~other non-current liabilities ~~also decreased primarily as a result~~ of ~~payments to former key employees pursuant to our executive deferred compensation plan.~~$8.7 million.

Investing Activities

Cash flow used in investing activities was ~~$17.4~~$57.2 million for the nine months ended September 30, ~~2016~~2017 as compared to $~~164.0~~17.4 million in the ~~comparable~~same period in ~~2015.~~2016. The ~~decrease~~increase in ~~net~~ cash flow used in investing activities was primarily related to the ~~Timco acquisition that occurred in the prior year in addition to~~purchase of investments of $59.8 million, partially offset by lower ~~capital expenditures for~~purchases of property, plant and equipment ~~for~~of $11.2 million and higher proceeds from the sale of assets of $8.5 million during the nine months ended September 30, 2016 in comparison to the same period in 2015 as a result of a reduction in the need for additional equipment and machinery to service our customers due to declining rig activity caused by lower oil and gas prices. We also received $11.1 million in proceeds from the sale of investments in our executive deferred compensation plan, which was used to make payments to former key employees.2017.

Financing Activities

Cash flow used in financing activities was ~~$79.8~~$51.6 million for the nine months ended September 30, ~~2016~~2017 as compared to $~~117.2~~79.8 million in the ~~comparable~~same period in ~~2015.~~2016. The decrease in cash flow used in financing activities was primarily due to lower dividend payments of $11.9 million, the absence of a payment to our noncontrolling interest ~~payments~~ of ~~$35.5~~$8.0 million ~~due to less estimable income tax associated with~~made in the ~~partnership partially offset by~~nine months ended September 30, 2016, and lower repayments on borrowings of ~~$7.1~~$6.9 million.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet ~~arrangements.~~arrangements with the exception of operating leases.

Critical Accounting Policies

There were no changes to our significant accounting policies from those disclosed in our Annual Report.

Impact of Recent Accounting Pronouncements

Refer to Note 1 - Basis of Presentation in the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of accounting standards we recently adopted or will be required to adopt.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to certain market risks that are inherent in our financial instruments and arise from changes in foreign currency exchange rates and interest rates. A discussion of our market risk exposure in financial instruments is presented below.

~~The primary objective of the following information is to provide forward-looking~~For quantitative and qualitative ~~information~~disclosures about market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our ~~potential~~2016 Annual Report on Form 10-K. Except for the change below, our exposure to market ~~risks. The disclosures are~~risk has not meant to be precise indicators of expected future losses or gains, but rather indicators of reasonably possible losses or gains. This forward-looking information provides indicators of how we view and manage our ongoing market risk exposures.

~~Foreign Currency Exchange Rates~~

We operate in virtually every oil and natural gas exploration and production region in the world. In some parts of the world, the currency of our primary economic environment is the U.S. dollar, and we use the U.S. dollar as our functional currency. In other parts of the world, such as Europe, Norway, Africa and Brazil, we conduct our business in currencies other than the U.S. dollar, and the functional currency is the applicable local currency. Assets and liabilities of entities for which the functional currency is the local currency are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, resulting in translation adjustments that are reflected in accumulated other comprehensive income (loss) in the shareholders’ equity section on our condensed consolidated balance sheets. A portion of our net assets are impacted by changes in foreign currencies in relation to the U.S. dollar.

For the nine months ended September 30, 2016, on a U.S. dollar-equivalent basis, approximately 24.9% of our revenue was represented by currencies other than the U.S. dollar. However, no single foreign currency poses a primary risk to us. A hypothetical 10% decrease in the exchange rates for each of the foreign currencies in which a portion of our revenues is denominated would result in a 2.3% decrease in our overall revenues for the nine months ended September 30,changed materially since December 31, 2016.

In December 2015, we began entering into short-duration foreign currency forward contracts. We use these instruments to mitigate our exposure to non-local currency operating working capital. We are also exposed to market risk on our forward contracts related to potential non-performance by our counterparty. It is our policy to enter into derivative contracts with counterparties that are creditworthy institutions.

We account for our derivative activities under the accounting guidance for derivatives and hedging. Derivatives are recognized on the condensed consolidated balance ~~sheet~~sheets at fair value. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our condensed consolidated statements of operations.

~~As of September 30, 2016 and December 31, 2015, we had the following foreign currency derivative contracts outstanding in U.S. dollars (thousands):~~

Fair Value at
Notional Contractual September 30,
Foreign Currency Amount Exchange Rate 2016
Canadian dollar $ 4,597
1.3052 $ 29
Euro 4,280
1.1264 (6 )
Euro 2,304
1.1240 1
Norwegian kroner 6,041
8.2766 (217 )
Pound sterling 5,702
1.3260 107
$ (86 )

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

Based on the derivative contracts that were in place as of September 30, ~~2016,~~2017, a ~~simultaneous~~ 10% ~~devaluation~~weakening of the U.S. dollar as compared to the Canadian dollar, Euro, Norwegian ~~kroner,~~krone, and Pound sterling ~~compared to the U.S. dollar~~ would result in a ~~$1.7~~$2.4 million ~~increase~~decrease in the market value of our forward contracts.

~~In February 2015, the Venezuelan government created a new open market~~ Please see Item 1. Financial Statements - Note 11 - Derivatives for additional information regarding our foreign ~~exchange system, the Marginal Currency System, or SIMADI, which was the third system~~currency derivative contracts outstanding in ~~a three-tier exchange control mechanism. SIMADI was a floating market rate for the conversion of Venezuelan Bolivar Fuertes ("Bolivars") to~~ U.S. dollars based on supply and demand. The three-tier exchange rate mechanisms included the following: (i) the National Center of Foreign Commerce official rate of 6.3 Bolivars per U.S. dollar, which remained unchanged; (ii) the SICAD I, which continued to hold periodic auctions for specific sectors of the economy; and (iii) the SIMADI.

On March 9, 2016, the Central Bank of Venezuela issued Exchange Agreement No. 35, which changed the three-tiered official currency control system to a dual foreign exchange system. The preferential exchange rate, now called DIPRO, has an official rate of 10 Bolivars to the U.S. dollar and replaces the official rate of 6.3 Bolivars. DIPRO is available for essential imports and transactions. All other transactions will be subject to the DICOM rate, which is the replacement for the SIMADI.

Asas of September 30, 2016, we applied the SIMADI exchange rate as we believed that this rate best represented the economics of our business activity in Venezuela. At September 30, 2016, we had approximately ($21,437) in net monetary assets denominated in Bolivars using the SIMADI rate, which was approximately 658.89 Bolivars to the U.S. dollar. In the event of a devaluation of the current exchange mechanism in Venezuela or any other new exchange2017.

3938

~~mechanism that might emerge for financial reporting purposes, it would result in our recording a devaluation charge in our condensed consolidated statements of operations.~~

~~Interest Rate Risk~~

As of September 30, 2016, we did not have an outstanding funded debt balance under the Credit Facility. If we borrow under the Credit Facility in the future, we will be exposed to changes in interest rates on our floating rate borrowings under the Credit Facility. Although we do not currently utilize interest rate derivative instruments to reduce interest rate exposure, we may do so in the future.

~~Customer Credit Risk~~

Financial instruments that potentially subject us to concentrations of credit risk are trade receivables. We extend credit to customers and other parties in the normal course of business. International sales also present various risks including governmental activities that may limit or disrupt markets and restrict the movement of funds. We operate in more than 60 countries and as such our accounts receivables are spread over many countries and customers. As of September 30, 2016, two customers in Venezuela and Angola accounted for approximately 13% of our gross accounts receivables balance. Our receivables in Venezuela and Angola are denominated in U.S. dollars. We have experienced payment delays from our national oil company customer in Venezuela and have been notified of a six month delay in payment from the national oil company in Angola as it is undergoing restructuring. These receivables are not disputed, and we have not historically had material write-offs relating to these customers. We maintain an allowance for uncollectible accounts receivables based on expected collectability and ongoing credit evaluations of our customers’ financial condition. If the financial condition of our customers were to diminish resulting in an impairment of their ability to make payments, adjustments to the allowance may be required. Due to the uncertainty of collection from our national oil company customer in Venezuela, we recorded an allowance of $9.7 million during the second quarter of 2016. In the first quarter of 2016, we also made a decision to curtail operations in Venezuela and operations in Angola are significantly down due to the drop in oil prices.

We are also exposed to credit risk because our customers are concentrated in the oil and natural gas industry. This concentration of customers may impact overall exposure to credit risk, either positively or negatively, because our customers may be similarly affected by changes in economic and industry conditions, including sensitivity to commodity prices. While current energy prices are important contributors to positive cash flow for our customers, expectations about future prices and price volatility are generally more important for determining future spending levels. However, any prolonged increase or decrease in oil and natural gas prices affects the levels of exploration, development and production activity, as well as the entire health of the oil and natural gas industry, and can therefore negatively impact spending by our customers.

Item 4. Controls and Procedures


(a)	Evaluation of Disclosure Controls and Procedures.

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure, and such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, ~~2016~~2017 at the reasonable assurance level.


(b)	Change in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, ~~2016,~~2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

4139

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act, our policies and other applicable laws. In June 2016, we voluntarily disclosed the existence of our extensive internal review to the U.S. Securities and Exchange Commission, the United States Department of Justice and other governmental entities. It is our intent to fully cooperate with these agencies and any other applicable authorities in connection with any further investigation that may be conducted in connection with this matter. While our review ~~does~~has not ~~currently indicate~~indicated that there has been any material impact on our previously filed financial statements, we ~~continue~~have continued to collect information and cooperate with the authorities, but at this time are unable to predict the ultimate resolution of these matters with these agencies. In addition, during the course of the investigation, we discovered historical business transactions (and bids to enter into business transactions) in certain countries that may have been subject to U.S. and other international sanctions. We have disclosed this information to various governmental entities (including those involved in our ongoing investigation), but at this time are unable to predict the ultimate resolution of these matters with these agencies, including any financial impact to us. Our board and management are committed to continuously enhancing our internal controls that support improved compliance and transparency throughout our global operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risks under the heading “Risk Factors” in our Annual Report, which risks could materially affect our business, financial condition or future results. These risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.

~~Item 2.~~ ~~Unregistered Sales of Equity Securities and Use of Proceeds~~

As part of our initial public offering in August 2013, we issued 52,976,000 shares of our Series A convertible preferred stock (the “Preferred Stock”) to Mosing Holdings, Inc., a Delaware corporation and affiliate of the Company with Mosing family entities as its shareholders (“MHI”). Under our Amended Articles of Association, upon the written election of MHI, each Preferred Share, together with a unit in Frank’s International C.V. (“FICV”), our subsidiary, is convertible into a share of our common stock on a one-for-one basis.

On August 19, 2016, we received notice from MHI exercising its right to exchange (the “Exchange Right”) for an equivalent number of each of the following securities for common shares: (i) 52,976,000 Preferred Shares and (ii) 52,976,000 units in FICV. We issued 52,976,000 common shares to MHI on August 26, 2016. As a result, there will be no remaining issued Preferred Shares and the Mosing family will beneficially own approximately 173,837,084 of our common shares.

The issuance of the common shares to MHI in connection with the exercise of the Exchange Right was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof.

Item 6. Exhibits

The Exhibit Index, which follows the signature page to this report and is incorporated by reference herein, sets forth a list of exhibits to this report.

4240

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		FRANK'S INTERNATIONAL N.V.

Date: November ~~3, 2016~~2, 2017	By:	/s/ ~~Jeffrey J. Bird~~Kyle McClure
		~~Jeffrey J. Bird~~Kyle McClure
		~~Executive~~Senior Vice President and Chief Financial Officer
		(Principal Financial Officer)

4341

EXHIBIT INDEX



Exhibit Number	Description
3.1	Deed of Amendment to Articles of Association of Frank's International N.V., dated May ~~14, 2014~~19, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May ~~16, 2014)~~25, 2017).
† 10.110.1	~~Separation~~Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement ~~and Release, dated as of July 27, 2016 and~~(Supplemental Grant Form).
*†10.2	Employment Offer Letter for Michael C. Kearney effective as of ~~August 15, 2016,~~September 26, 2017.
*†10.3	Separation Agreement by and between ~~Frank's~~Douglas G. Stephens, Frank’s International, LLC and ~~William John Walker.~~Frank’s International N.V., dated October 5, 2017.
*10.2	~~Amendment No. 9 to the Limited Partnership Agreement of Frank's International C.V., dated as of August 26, 2016.~~
*31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 (a) under the Securities Exchange Act of 1934.
*31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
**32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
**32.2	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
*101.INS	XBRL Instance Document.
*101.SCH	XBRL Taxonomy Extension Schema Document.
*101.CAL	XBRL Taxonomy Calculation Linkbase Document.
*101.DEF	XBRL Taxonomy Definition Linkbase Document.
*101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.


†	Represents management contract or compensatory plan or arrangement.


*	Filed herewith.


**	Furnished herewith.

4442



Derivatives not Designated as Hedging Instruments	Consolidated Balance Sheet Location	September��30, 2016			December 31, 2015
Foreign currency contracts	Accounts receivable, net	$	—		$	210
Foreign currency contracts	Accrued and other current liabilities	(86		)	—




(1)	Adjusted for the additional tax expense upon the assumed conversion of the Preferred Stock	$	—	$	1,612	$	—	$	4,155

(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.	32,977		—		47,273		—



				Fair Value at
	Notional		Contractual	September 30,
Foreign Currency	Amount		Exchange Rate	2016
Canadian dollar	$	4,597	1.3052	$	29
Euro	4,280		1.1264	(6		)
Euro	2,304		1.1240	1
Norwegian kroner	6,041		8.2766	(217		)
Pound sterling	5,702		1.3260	107
				$	(86	)