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 JuneSeptember 30, 2017
OR
¨ 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerþAccelerated 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 July 31,October 27, 2017, there were 223,053,572223,107,260 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 JuneSeptember 30, 2017 and December 31, 2016
 Condensed Consolidated Statements of Operations (Unaudited) for the Three and SixNine Months Ended JuneSeptember 30, 2017 and 2016
 Condensed Consolidated Statements of Comprehensive LossIncome (Loss) (Unaudited) for the Three and SixNine Months Ended JuneSeptember 30, 2017 and 2016
 Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the SixNine Months Ended JuneSeptember 30, 2017 and 2016
 Condensed Consolidated Statements of Cash Flows (Unaudited) for the SixNine Months Ended JuneSeptember 30, 2017 and 2016
 Notes to the Unaudited Condensed Consolidated Financial Statements
   
Item 2.Management’s Discussion and Analysis of Financial Condition and 
 Results of Operations
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk
   
Item 4.Controls and Procedures
   
PART II. OTHER INFORMATION
   
Item 1.Legal Proceedings
   
Item 1A.Risk Factors
   
Item 6.Exhibits
   
Signatures 



2


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FRANK'S INTERNATIONAL N.V.CONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except share data)
      
June 30, December 31,September 30, December 31,
2017 20162017 2016
Assets(Unaudited)  (Unaudited)  
Current assets:      
Cash and cash equivalents$274,950
 $319,526
$233,338
 $319,526
Short-term investments60,598
 
Accounts receivables, net167,965
 167,417
140,906
 167,417
Inventories135,098
 139,079
132,961
 139,079
Assets held for sale4,876
 
3,792
 
Other current assets10,895
 14,027
6,893
 14,027
Total current assets593,784
 640,049
578,488
 640,049
      
Property, plant and equipment, net525,839
 567,024
497,784
 567,024
Goodwill and intangible assets, net250,503
 256,146
247,699
 256,146
Deferred tax assets90,335
 79,309

 79,309
Other assets32,991
 45,533
33,344
 45,533
Total assets$1,493,452
 $1,588,061
$1,357,315
 $1,588,061
      
Liabilities and Equity      
Current liabilities:      
Short-term debt$121
 $276
$87
 $276
Accounts payable19,540
 16,081
21,172
 16,081
Deferred revenue10,367
 18,072
9,035
 18,072
Accrued and other current liabilities71,101
 64,950
75,094
 64,950
Total current liabilities101,129
 99,379
105,388
 99,379
      
Deferred tax liabilities4,796
 20,951
254
 20,951
Other non-current liabilities153,034
 156,412
28,190
 156,412
Total liabilities258,959
 276,742
133,832
 276,742
      
Commitments and contingencies (Note 15)

 



 

      
Stockholders' equity:      
Common stock, €0.01 par value, 798,096,000 shares authorized, 223,896,772 shares issued and 223,052,279 shares outstanding at 2017
and 223,161,356 shares issued and 222,401,427 shares outstanding at 2016
2,811
 2,802
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 outstanding2,810
 2,802
Additional paid-in capital1,045,486
 1,036,786
1,048,498
 1,036,786
Retained earnings231,231
 317,270
215,793
 317,270
Accumulated other comprehensive loss(31,897) (32,977)(30,510) (32,977)
Treasury stock (at cost), 844,493 shares at 2017 and 759,929 shares at 2016(13,138) (12,562)
Treasury stock (at cost), 844,636 and 759,929 shares(13,108) (12,562)
Total equity1,234,493
 1,311,319
1,223,483
 1,311,319
Total liabilities and equity$1,493,452
 $1,588,061
$1,357,315
 $1,588,061

The accompanying notes are an integral part of these condensed consolidated financial statements.
3



FRANK'S INTERNATIONAL N.V.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share data)(Unaudited)
              
Three Months Ended Six Months EndedThree Months Ended Nine Months Ended
June 30, June 30,September 30, September 30,
2017 2016 2017 20162017 2016 2017 2016
Revenues:              
Equipment rentals and services$93,533
 $95,177
 $179,855
 $226,434
$92,547
 $85,698
 $272,402
 $312,132
Products24,126
 25,769
 48,535
 47,998
15,536
 19,416
 64,071
 67,414
Total revenue117,659
 120,946
 228,390
 274,432
108,083
 105,114
 336,473
 379,546
              
Operating expenses:              
Cost of revenues, exclusive of depreciation and amortization              
Equipment rentals and services60,777
 64,309
 117,884
 132,658
60,981
 57,307
 178,865
 189,965
Products17,567
 19,926
 34,412
 35,417
10,750
 16,029
 45,162
 51,446
General and administrative expenses42,419
 55,667
 85,144
 98,909
39,963
 39,677
 125,107
 138,586
Depreciation and amortization30,951
 28,283
 62,050
 57,733
30,650
 26,545
 92,700
 84,278
Severance and other charges(299) 3,718
 738
 4,324
1,648
 14,534
 2,386
 18,858
(Gain) loss on sale of assets210
 (279) (1,262) (1,049)
Gain on sale of assets(829) (46) (2,091) (1,095)
Operating loss(33,966) (50,678) (70,576) (53,560)(35,080) (48,932) (105,656) (102,492)
              
Other income (expense):              
Other income, net598
 1,658
 732
 1,161
Derecognition of the tax receivable agreement liability122,515
 
 122,515
 
Other income (expense), net(384) 984
 348
 2,145
Interest income, net753
 198
 1,151
 404
1,019
 646
 2,170
 1,050
Mergers and acquisition expense(10) 
 (459) 

 
 (459) 
Foreign currency gain (loss)599
 (4,170) 1,345
 (4,211)1,839
 (1,696) 3,184
 (5,907)
Total other income (expense)1,940
 (2,314) 2,769
 (2,646)124,989
 (66) 127,758
 (2,712)
              
Loss before income tax benefit(32,026) (52,992) (67,807) (56,206)
Income tax benefit(6,076) (7,705) (15,194) (8,511)
Net loss(25,950) (45,287) (52,613) (47,695)
Income (loss) before income tax expense (benefit)89,909
 (48,998) 22,102
 (105,204)
Income tax expense (benefit)87,613
 (6,800) 72,419
 (15,311)
Net income (loss)2,296
 (42,198) (50,317) (89,893)
Net loss attributable to noncontrolling interest
 (13,889) 
 (15,525)
 (5,216) 
 (20,741)
Net loss attributable to Frank's International N.V.(25,950) (31,398) (52,613) (32,170)
Net income (loss) attributable to Frank's International N.V.2,296
 (36,982) (50,317) (69,152)
Preferred stock dividends
 (1) 
 (1)
 
 
 (1)
Net loss available to Frank's International N.V.
common shareholders
$(25,950) $(31,399) $(52,613) $(32,171)
Net income (loss) available to Frank's International N.V.
common shareholders
$2,296
 $(36,982) $(50,317) $(69,153)
              
Dividends per common share$0.075
 $0.15
 $0.15
 $0.30
$0.075
 $0.075
 $0.225
 $0.375
              
Loss per common share:       
Basic and diluted$(0.12) $(0.20) $(0.24) $(0.21)
Income (loss) per common share:       
Basic$0.01
 $(0.21) $(0.23) $(0.43)
Diluted$0.01
 $(0.21) $(0.23) $(0.43)
              
Weighted average common shares outstanding:              
Basic and diluted222,914
 155,440
 222,740
 155,342
Basic223,056
 177,125
 222,847
 162,656
Diluted223,581
 177,125
 222,847
 162,656


The accompanying notes are an integral part of these condensed consolidated financial statements.
4



FRANK'S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)(Unaudited)
              
Three Months Ended Six Months EndedThree Months Ended Nine Months Ended
June 30, June 30,September 30, September 30,
2017 2016 2017 20162017 2016 2017 2016
              
Net loss$(25,950) $(45,287) $(52,613) $(47,695)
Net income (loss)$2,296
 $(42,198) $(50,317) $(89,893)
Other comprehensive income (loss):              
Foreign currency translation adjustments838
 (912) 1,321
 1,750
1,488
 74
 2,809
 1,824
Marketable securities:              
Unrealized gain (loss) on marketable securities77
 700
 (4) 1,116
(101) (50) (105) 1,066
Reclassification to net income
 
 (395) 

 
 (395) 
Deferred tax asset / liability change
 (235) 158
 (460)
 (5) 158
 (465)
Unrealized gain (loss) on marketable securities, net of tax77
 465
 (241) 656
(101) (55) (342) 601
Total other comprehensive income (loss)915
 (447) 1,080
 2,406
Comprehensive loss(25,035) (45,734) (51,533) (45,289)
Total other comprehensive income1,387
 19
 2,467
 2,425
Comprehensive income (loss)3,683
 (42,179) (47,850) (87,468)
Less: Comprehensive loss attributable to noncontrolling interest
 (14,003) 
 (14,916)
 (5,264) 
 (20,180)
Comprehensive loss attributable to Frank's International N.V.$(25,035) $(31,731) $(51,533) $(30,373)
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.$3,683
 $(45,118) $(47,850) $(75,491)


The accompanying notes are an integral part of these condensed consolidated financial statements.
5



FRANK'S INTERNATIONAL N.V.CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(In thousands)(Unaudited)
                              
Six Months Ended June 30, 2016Nine 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 EquityShares Value Capital Earnings Income (Loss) Stock Interest Equity
Balances at December 31, 2015155,146
 $2,045
 $712,486
 $531,621
 $(25,555) $(9,298) $240,127
 $1,451,426
155,146
 $2,045
 $712,486
 $531,621
 $(25,555) $(9,298) $240,127
 $1,451,426
Net loss
 
 
 (32,170) 
 
 (15,525) (47,695)
 
 
 (69,152) 
 
 (20,741) (89,893)
Foreign currency translation adjustments
 
 
 
 1,306
 
 444
 1,750

 
 
 
 1,443
 
 381
 1,824
Change in marketable securities
 
 
 
 491
 
 165
 656

 
 
 
 421
 
 180
 601
Equity-based compensation expense
 
 8,528
 
 
 
 
 8,528

 
 12,356
 
 
 
 
 12,356
Distributions to noncontrolling interest
 
 
 
 
 
 (8,027) (8,027)
 
 
 
 
 
 (8,027) (8,027)
Common stock dividends ($0.30 per share)
 
 
 (46,842) 
 
 
 (46,842)
Common stock dividends ($0.375 per share)
 
 
 (62,333) 
 
 
 (62,333)
Preferred stock dividends
 
 
 (1) 
 
 
 (1)
 
 
 (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 units384
 4
 (4) 
 
 
 
 
1,569
 18
 (18) 
 
 
 
 
Common shares issued for employee stock purchase plan (ESPP)76
 1
 972
 
 
 
 
 973
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(91) 
 
 
 
 (1,396) 
 (1,396)(225) 
 
 
 
 (3,046) 
 (3,046)
Balances at June 30, 2016155,515
 $2,050
 $721,982
 $452,608
 $(23,758) $(10,694) $217,184
 $1,359,372
Balances at September 30, 2016209,542
 $2,661
 $889,375
 $400,135
 $(31,894) $(12,344) $
 $1,247,933
                              
Six Months Ended June 30, 2017Nine 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 Income (Loss) Stock Interest EquityShares Value Capital Earnings Income (Loss) Stock Interest Equity
Balances at December 31, 2016222,401
 $2,802
 $1,036,786
 $317,270
 $(32,977) $(12,562) $
 $1,311,319
222,401
 $2,802
 $1,036,786
 $317,270
 $(32,977) $(12,562) $
 $1,311,319
Net loss
 
 
 (52,613) 
 
 
 (52,613)
 
 
 (50,317) 
 
 
 (50,317)
Foreign currency translation adjustments
 
 
 
 1,321
 
 
 1,321

 
 
 
 2,809
 
 
 2,809
Change in marketable securities
 
 
 
 (241) 
 
 (241)
 
 
 
 (342) 
 
 (342)
Equity-based compensation expense
 
 9,116
 
 
 
 
 9,116

 
 11,458
 
 
 
 
 11,458
Common stock dividends ($0.15 per share)
 
 
 (33,426) 
 
 
 (33,426)
Common stock dividends ($0.225 per share)
 
 
 (50,424) 
 
 
 (50,424)
Common shares issued upon vesting of restricted stock units685
 7
 (7) 
 
 
 
 
694
 7
 (7) 
 
 
 
 
Common shares issued for ESPP50
 1
 525
 
 
 
 
 526
50
 1
 511
 
 
 
 
 512
Treasury shares issued upon vesting of restricted stock units1
 
 (31) 
 
 23
 
 (8)4
 
 (84) 
 
 66
 
 (18)
Treasury shares issued for ESPP105
 1
 (903) 
 
 1,642
 
 740
106
 
 (166) (736) 
 1,642
 
 740
Treasury shares withheld(190) 
 
 
 
 (2,241) 
 (2,241)(193) 
 
 
 
 (2,254) 
 (2,254)
Balances at June 30, 2017223,052
 $2,811
 $1,045,486
 $231,231
 $(31,897) $(13,138) $
 $1,234,493
Balances at September 30, 2017223,062
 $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.
6



FRANK'S INTERNATIONAL N.V.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)(Unaudited)
   Nine Months Ended
Six Months EndedSeptember 30,
June 30,2017 2016
2017 2016
Cash flows from operating activities      
Net loss$(52,613) $(47,695)$(50,317) $(89,893)
Adjustments to reconcile net loss to cash (used in) provided by operating activities   
Adjustments to reconcile net loss to cash provided by operating activities   
Derecognition of the TRA liability(122,515) 
Depreciation and amortization62,050
 57,733
92,700
 84,278
Equity-based compensation expense9,116
 8,528
11,458
 12,356
Amortization of deferred financing costs246
 82
267
 123
Deferred tax benefit(20,320) (9,071)
Deferred tax provision (benefit)12,824
 (25,772)
Reversal of deferred tax assets associated with the TRA49,775
 
Provision for bad debts371
 10,374
358
 10,410
Gain on sale of assets(1,262) (1,049)(2,091) (1,095)
Changes in fair value of investments(1,474) (329)(2,009) (1,061)
Realized loss on sale of investment478
 
478
 
Unrealized (gain) loss on derivatives730
 (319)
Unrealized loss on derivatives49
 296
Other(1,876) 
(1,187) 
Changes in operating assets and liabilities      
Accounts receivable(6,697) 68,766
23,917
 82,042
Inventories5,627
 11,378
6,146
 20,032
Other current assets3,102
 3,058
7,097
 5,990
Other assets1,745
 188
1,948
 (4)
Accounts payable(439) (2,166)(962) 474
Deferred revenue(7,707) (21,223)(9,039) (29,479)
Accrued and other current liabilities4,839
 (17,958)9,272
 (28,556)
Other non-current liabilities(3,383) (2,260)(3,584) (12,295)
Net cash (used in) provided by operating activities(7,467) 58,037
Net cash provided by operating activities24,585
 27,846
      
Cash flows from investing activities      
Purchases of property, plant and equipment(15,197) (18,371)(18,604) (29,777)
Proceeds from sale of assets2,200
 1,957
10,690
 2,235
Proceeds from sale of investments11,499
 
11,499
 11,101
Purchase of investments(118) (838)(60,764) (921)
Other(43) 
(64) 
Net cash used in investing activities(1,659) (17,252)(57,243) (17,362)
      
Cash flows from financing activities      
Repayments of borrowings(154) (4,960)(190) (7,120)
Proceeds from borrowings
 256

 318
Costs of Preferred Stock conversion to common stock
 (595)
Dividends paid on common stock(33,426) (46,842)(50,424) (62,333)
Dividends paid on preferred stock
 (1)
Dividends paid on Preferred Stock
 (1)
Distribution to noncontrolling interest
 (8,027)
 (8,027)
Net treasury shares withheld(2,249) (1,396)
Net treasury shares withheld for taxes(2,272) (3,046)
Proceeds from the issuance of ESPP shares1,266
 973
1,252
 973
Net cash used in financing activities(34,563) (59,997)(51,634) (79,831)
Effect of exchange rate changes on cash(887) (1,776)(1,896) (3,162)
Net decrease in cash and cash equivalents(44,576) (20,988)(86,188) (72,509)
Cash and cash equivalents at beginning of period319,526
 602,359
319,526
 602,359
Cash and cash equivalents at end of period$274,950
 $581,371
$233,338
 $529,850
   
Non-cash transactions:   
Change in accounts payable and accrued expenses related to capital expenditures$2,901
 $739

The accompanying notes are an integral part of these condensed consolidated financial statements.
7


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 sixnine months ended JuneSeptember 30, 2017 and 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 at December 31, 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, 2016, which are included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 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 incomeoperations was aligned with the segment presentation. Effective January 1, 2017, the companyCompany changed the classification of certain of these costs in its segment reporting disclosures and within the condensed consolidated statements of incomeoperations 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 incomeoperations 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.



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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 June 30, 2016 Six Months Ended June 30, 2016Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016
As previously reported Reclassifications As currently reported As previously reported Reclassifications As currently reportedAs 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$52,564
 $11,745
 $64,309
 $108,365
 $24,293
 $132,658
$47,002
 $10,305
 $57,307
 $155,367
 $34,598
 $189,965
Products17,028
 2,898
 19,926
 29,357
 6,060
 35,417
13,237
 2,792
 16,029
 42,594
 8,852
 51,446
General and administrative expenses70,310
 (14,643) 55,667
 129,262
 (30,353) 98,909
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 minimalimmaterial 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, including which period to adopt, and has not determined what impact the adoption will have on our consolidated financial statements.guidance.



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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


9

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 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. We adopted this guidance on January 1, 2017 and have elected to recognize actual forfeitures when they occur. The adoption did not have 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.


10

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. We adopted this guidance on January 1, 2017, and the adoption did not have a material impact on our consolidated financial statements.


10

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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, 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. The 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. OnIn 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.

We are currently 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 the new guidance on our consolidated financial 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 whichfrom contracts for equipment rentals and services. However, revenues from product sales with bill-and-hold arrangements may be accelerated or deferred depending ononce we adopt the features ofnew standard. We will adopt the customer arrangements and the presentation of contract costs (whether presented gross or offset against revenues). We currently anticipate adopting thisnew 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. Effective with the August 2016 conversion of all of Mosing Holdings, LLC's ("Mosing Holdings") Series A preferred stock (the "Preferred Stock"),Holdings' Preferred Stock, Mosing Holdings transferred all its interest in FICV to us and the noncontrolling interest associated with Mosing Holdings was eliminated.

Historically we recorded a noncontrolling interest on our condensed consolidated balance sheet with respect to the remaining economic interest in FICV held by Mosing Holdings. Net loss attributable to noncontrolling interest on the statements of operations represented the portion of earnings or losses attributable to the economic interest in FICV held by Mosing Holdings. The allocable domestic loss from FICV to FINV was subject to U.S. taxation.



11

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of net loss attributable to noncontrolling interest is detailed as follows (in thousands):
 Three Months Ended Six Months Ended Three Months Ended Nine Months Ended
 June 30, 2016 September 30, 2016
Net loss $(45,287) $(47,695) $(42,198) $(89,893)
Add: Benefit for U.S. income taxes of FINV (1)
 (9,609) (13,493)
Less: (Income) loss of FINV (2)
 88
 (74)
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 (54,808) (61,262) (20,668) (81,929)
Noncontrolling interest percentage (3)
 25.3% 25.3%
Noncontrolling interest percentage (4)
 25.2% 25.2%
Net loss attributable to noncontrolling interest $(13,889) $(15,525) $(5,216) $(20,741)
   
(1) 
Represents net loss after August 26, 2016, when Mosing Holdings transferred its interest to FINV.
(2)
Represents income tax benefitexpense (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.FICV as of August 26, 2016.
(2)(3) 
Represents results of operations for entities outside of FICV.FICV as of August 26, 2016.
(3)(4) 
Represents the economic interest in FICV held by Mosing Holdings at June 30,before the preferred stock conversion on August 26, 2016. This percentage changed as additional shares of FINV common stock were issued. Effective August 26, 2016, Mosing Holdings delivered its economic interest in FICV to us.



11

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 3—Acquisition and DivestitureDivestitures

Blackhawk Acquisition

On November 1, 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 definitive merger agreement dated October 6, 2016. Blackhawk is a leading provider of well construction and 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. The merger consideration was comprised of a combination of $150.4 million of cash on hand and 12.8 million shares of our common stock, on a cash-free, debt-free basis, for total consideration of $294.6 million (based on our closing share price on October 31, 2016 of $11.25 and including working capital adjustments).

The 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 Six Months EndedThree Months Ended Nine Months Ended
June 30, 2016September 30, 2016
Revenue$136,680
 $311,060
$120,902
 $431,962
Net loss applicable to common shares(37,353) (40,964)(41,686) (82,650)
Loss per common share:      
Basic and diluted$(0.22) $(0.24)$(0.22) $(0.47)



12

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Blackhawk acquisition was accounted for as a business 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.



12

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The preliminary purchase price allocation was prepared in connection with our annual financial statements filed on our Annual Report. In 2017, we adjusted the 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 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 equipment45,091
 55
 45,146
Other long-term assets3,139
 
 3,139
Intangible assets41,972
 153
 42,125
Assets acquired$113,828
 $208
 $114,036
Current liabilities assumed11,132
 185
 11,317
Other long-term liabilities542
 
 542
Liabilities assumed$11,674
 $185
 $11,859
Fair value of net assets acquired102,154
 23
 102,177
Total consideration transferred294,563
 
 294,563
Goodwill$192,409
 $(23) $192,386

In conjunction with the merger, we created a fourth segment, Blackhawk, and have recorded goodwill of $192.4 million in that segment.

DivestitureDivestitures

OnIn March 15, 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 Middle East region for a net sales price of $2.7 million and recorded a gain on sale of $0.6 million.



13

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4—Accounts Receivable, net

Accounts receivable at JuneSeptember 30, 2017 and December 31, 2016 were as follows (in thousands):
June 30, December 31,September 30, December 31,
2017 20162017 2016
Trade accounts receivable, net of allowance of
$14,064 and $14,337, respectively
$108,753
 $89,096
Trade accounts receivable, net of allowance of $13,907 and $14,337, respectively$96,034
 $89,096
Unbilled revenue24,829
 30,882
24,464
 30,882
Taxes receivable29,614
 42,870
13,987
 42,870
Affiliated (1)
838
 717
895
 717
Other receivables3,931
 3,852
5,526
 3,852
Total accounts receivable$167,965
 $167,417
$140,906
 $167,417
   

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



13

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5—Inventories

Inventories at JuneSeptember 30, 2017 and December 31, 2016 were as follows (in thousands):
June 30, December 31,September 30, December 31,
2017 20162017 2016
Pipe and connectors$92,281
 $102,360
$88,982
 $102,360
Finished goods15,850
 14,257
16,063
 14,257
Work in progress7,933
 7,099
8,644
 7,099
Raw materials, components and supplies19,034
 15,363
19,272
 15,363
Total inventories$135,098
 $139,079
$132,961
 $139,079



14

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 JuneSeptember 30, 2017 and December 31, 2016 (in thousands):
Estimated
Useful Lives
in Years
 June 30,
2017
 December 31,
2016
Estimated
Useful Lives
in Years
 September 30,
2017
 December 31,
2016
Land $15,948
 $15,730
 $16,491
 $15,730
Land improvements8-15 9,256
 9,379
8-15 9,346
 9,379
Buildings and improvements(1)39 129,967
 73,211
39 119,971
 73,211
Rental machinery and equipment7 933,489
 933,667
7 930,443
 933,667
Machinery and equipment - other7 58,559
 60,182
7 56,321
 60,182
Furniture, fixtures and computers5 20,767
 19,073
5 26,280
 19,073
Automobiles and other vehicles5 32,650
 36,796
5 32,621
 36,796
Aircraft7 
 16,267
7 
 16,267
Leasehold improvements(1)7-15, or lease term if shorter 10,261
 8,027
7-15, or lease term if shorter 9,870
 8,027
Construction in progress - machinery
and equipment and buildings(1)
 70,050
 120,937
 68,066
 120,937
 1,280,947
 1,293,269
 1,269,409
 1,293,269
Less: Accumulated depreciation (755,108) (726,245) (771,625) (726,245)
Total property, plant and equipment, net $525,839
 $567,024
 $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




15

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7—Other Assets

Other assets at JuneSeptember 30, 2017 and December 31, 2016 consisted of the following (in thousands):
June 30, December 31,September 30, December 31,
2017 20162017 2016
Cash surrender value of life insurance policies (1)
$29,088
 $36,269
$29,671
 $36,269
Deposits2,217
 2,343
2,193
 2,343
Other1,686
 6,921
1,480
 6,921
Total other assets$32,991
 $45,533
$33,344
 $45,533
   

        
(1) 
See Note 10 – Fair Value Measurements



14

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 JuneSeptember 30, 2017 and December 31, 2016 consisted of the following (in thousands):
June 30, December 31,September 30, December 31,
2017 20162017 2016
      
Accrued compensation$12,239
 $10,250
$18,758
 $10,854
Accrued property and other taxes23,819
 19,740
19,781
 19,740
Accrued severance and other charges1,942
 6,150
2,040
 6,150
Income taxes5,653
 6,857
11,012
 6,857
Accrued medical claims907
 604
Accrued purchase orders6,260
 2,083
8,174
 2,083
Other20,281
 19,266
15,329
 19,266
Total accrued and other current liabilities$71,101
 $64,950
$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 JuneSeptember 30, 2017 and December 31, 2016, we had $4.4$2.8 million and $3.7 million, respectively, in letters of credit outstanding and no outstanding borrowings under this facility. As of September 30, 2017, our ability to borrow under the Credit Facility has been reduced to approximately $30 million as a result of our decreased Adjusted EBITDA. Our borrowing capacity under the Credit Facility could be 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


16

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) of not more than 2.502.5 to 1.0 and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0.

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.



15

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 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 one year. Amounts outstanding more than one year bear interest at 1.5% per annum. As of JuneSeptember 30, 2017 and December 31, 2016, we had $3.0$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 Measurements in our Annual Report for further discussion.


1617

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


A summary of financial assets and liabilities that are measured at fair value on a recurring basis, as of JuneSeptember 30, 2017 and December 31, 2016, were as follows (in thousands):
Quoted Prices
in Active
Markets
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
  
Quoted Prices
in Active
Markets
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
  
(Level 1) (Level 2) (Level 3) Total(Level 1) (Level 2) (Level 3) Total
June 30, 2017       
September 30, 2017       
Assets:              
Derivative financial instruments$
 $25
 $
 $25
$
 $132
 $
 $132
Investments:              
Cash surrender value of life insurance policies - deferred compensation plan
 29,088
 
 29,088

 29,671
 
 29,671
Marketable securities - other164
 
 
 164
131
 
 
 131
Liabilities:              
Derivative financial instruments
 609
 
 609

 35
 
 35
Deferred compensation plan
 27,586
 
 27,586

 27,659
 
 27,659
              
December 31, 2016              
Assets:              
Derivative financial instruments$
 $146
 $
 $146
$
 $146
 $
 $146
Investments:              
Cash surrender value of life insurance policies - deferred compensation plan
 36,269
 
 36,269

 36,269
 
 36,269
Marketable securities - other3,692
 
 
 3,692
3,692
 
 
 3,692
Liabilities:              
Deferred compensation plan
 30,307
 
 30,307

 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. Derivative financial instruments are included in our condensed consolidated balance sheets in accounts receivable, net and accrued and other current liabilities at JuneSeptember 30, 2017 and in accounts receivable, net, at December 31, 2016.

Our investments associated with our deferred compensation plan consist primarily of the cash surrender value of life insurance policies and are included in other assets on the condensed consolidated balance sheets. Our investments change as a result of contributions, payments, and fluctuations in the 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. 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 Divestiture)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


17

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

valuation of equipment and other fixed assets. We utilize a discounted cash flow model in evaluating impairment


18

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 approximate fair values due to their short maturities.

Note 11— Derivatives

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.

As of JuneSeptember 30, 2017 and December 31, 2016, we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands):
 June 30, 2017 September 30, 2017
Derivative Contracts Notional Amount Contractual Exchange Rate Settlement Date Notional Amount Contractual Exchange Rate Settlement Date
Canadian dollar $6,040
 1.3245 9/14/2017 $5,740
 1.2194 12/15/2017
Euro 7,747
 1.1227 9/15/2017 5,982
 1.1963 12/15/2017
Euro 2,260
 1.1302 7/14/2017 2,399
 1.1993 10/13/2017
Norwegian krone 9,472
 8.4461 9/15/2017 5,338
 7.8675 12/15/2017
Pound sterling 11,479
 1.2755 9/15/2017 7,961
 1.3268 12/15/2017
  December 31, 2016
Derivative Contracts Notional Amount Contractual Exchange Rate Settlement Date
Canadian dollar $4,553
 1.3179 3/14/2017
Euro 4,753
 1.0563 3/14/2017
Euro 2,558
 1.0659 1/13/2017
Norwegian krone 3,643
 8.5101 3/14/2017
Pound sterling 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 JuneSeptember 30, 2017 and December 31, 2016 (in thousands):
Derivatives not Designated as Hedging Instruments Consolidated Balance Sheet Location June 30, 2017 December 31, 2016 Consolidated Balance Sheet Location September 30, 2017 December 31, 2016
Foreign currency contracts Accounts receivable, net $25
 $146
 Accounts receivable, net $132
 $146
Foreign currency contracts Accrued and other current liabilities (609) 
 Accrued and other current liabilities (35) 



1819

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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 Six Months Ended Three Months Ended Nine Months Ended
 June 30, June 30, September 30, September 30,
Derivatives not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Income on Derivative Contracts 2017 2016 2017 2016 Location of Gain (Loss) Recognized in Income on Derivative Contracts 2017 2016 2017 2016
Unrealized gain (loss) on foreign currency contracts Other income, net $(274) $1,293
 $(730) $319
 Other income (expense), net $681
 $(615) $(49) $(296)
Realized loss on foreign currency contracts Other income, net (807) (865) (552) (1,579)
Total net income (loss) on foreign currency contracts $(1,081) $428
 $(1,282) $(1,260)
Realized gain (loss) on foreign currency contracts Other income (expense), net (1,794) 511
 (2,346) (1,068)
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.

The following table presents the gross and net fair values of our derivatives at JuneSeptember 30, 2017 and December 31, 2016 (in thousands):
 Derivative Asset Positions Derivative Liability Positions Derivative Asset Positions Derivative Liability Positions
 June 30, 2017 December 31, 2016 June 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Gross position - asset / (liability) $25
 $181
 $(609) $(35) $239
 $181
 $(142) $(35)
Netting adjustment 
 (35) 
 35
 (107) (35) 107
 35
Net position - asset / (liability) $25
 $146
 $(609) $
 $132
 $146
 $(35) $

Note 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 spacefacilities 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 theseparty leases was $1.7 million and $1.8 million for each of the three months ended JuneSeptember 30, 2017 and 2016, respectively, and $3.5$5.3 million and $4.5$6.2 million for the sixnine months ended JuneSeptember 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 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


20

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 $0.7$0.4 million and $0.5$0.3 million of net charter expense for the three months ended JuneSeptember 30, 2017 and 2016, respectively, and $0.6$1.0 million and $0.5$0.8 million of net charter expense for sixnine months ended JuneSeptember 30, 2017 and 2016, respectively.

During the first quarter of 2017, we committed to a formal plan to sell two aircraft and determined those assets met the criteria to be classified as held for sale in our unaudited condensed consolidated balance sheet.
Tax Receivable Agreement

Mosing Holdings and its permitted transferees converted all of 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 their interests in FICV to us (the “Conversion”). FICV will make an election under Section 754 of the Internal Revenue Code. Pursuant


19

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 tomay 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 Mosing Holdings in connection with our 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.

As of both June 30, 2017 and December 31, 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 thelikelihood of future cash savings is expected to be realized is estimated to be over 20 years. Based on FINV’s estimated tax position, we expect to make a TRA payment in 2017 of approximately $2.1 million for the tax year ending December 31, 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 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


21

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of control. For example, if the TRA were terminated on JuneSeptember 30, 2017, the estimated termination payment would be approximately $100.8$102.0 million (calculated using a discount rate of 5.61%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.



20

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13 - LossIncome (Loss) Per Common Share

Basic lossincome (loss) per common share is determined by dividing net lossincome (loss) by the weighted average number of common shares outstanding during the period. Diluted lossincome (loss) per share is determined by dividing lossincome (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 employee stock purchase planESPP shares. Through August 26, 2016, the date of the conversion of all of Mosing Holdings' Preferred Stock and Mosing Holdings' transfer of interest in FICV to us, the diluted lossincome (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.



22

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the basic and diluted lossincome (loss) per share calculations (in thousands, except per share amounts):
 Three Months Ended Six Months Ended
 June 30, June 30,
 2017 2016 2017 2016
Numerator       
Net loss$(25,950) $(45,287) $(52,613) $(47,695)
Less: Net loss attributable to noncontrolling interest
 13,889
 
 15,525
Less: Preferred stock dividends
 (1) 
 (1)
Net loss available to common shareholders$(25,950) $(31,399) $(52,613) $(32,171)
Denominator       
Basic and diluted (1) weighted average common shares
222,914
 155,440
 222,740
 155,342
Loss per common share:       
Basic and diluted$(0.12) $(0.20) $(0.24) $(0.21)
 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 shares223,056
 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) 
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 employee stock purchase plan have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when the results from operations are at a net loss.425
 54,534
 616
 54,489
         
(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 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 lossincome (loss) before income taxes was 19.0%97.4% and 14.5%13.9% for the three months ended JuneSeptember 30, 2017 and 2016, respectively, and 22.4%327.7% and 15.1%14.6% for the sixnine months ended JuneSeptember 30, 2017 and 2016, respectively. The higher rate is due primarily to a changerecording valuation allowances against our net deferred tax assets. The deferred tax assets relate to net operating losses, outside basis differences in jurisdictional mix. In addition, the tax rate for all periods is lower than theour partnership investment and other timing differences primarily associated with our U.S. statutory income tax rate of 35% due to lower statutory tax rates in certain foreign jurisdictions where we operate.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 valuation allowance may be adjusted in future periods as the available evidence changes.

As of JuneSeptember 30, 2017,, there were no significant changes to our unrecognized tax benefits as reported in our audited financial statements for the year ended December 31, 2016.2016.



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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 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 JuneSeptember 30, 2017 and December 31, 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.

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 SEC, 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 has not indicated that there has been any material impact on our previously filed financial statements, we 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 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 CODM in deciding how to allocate resources and assess performance. We are comprised of four reportable segments: International Services, U.S. Services, Tubular Sales and 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 the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, DJ Basin and Utica Shale, 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.



22

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on sale of assets, foreign currency gain or loss, equity-basedequity-


24

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 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), income tax, 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 GAAP. Previously reported Adjusted EBITDA for the three and sixnine months ended JuneSeptember 30, 2016 has been adjusted for investigation-related matters by $1.4$1.8 million and $3.3$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.

The following table presents a reconciliation of Segment Adjusted EBITDA to net lossincome (loss) (in thousands):
Three Months Ended Six Months EndedThree Months Ended Nine Months Ended
June 30, June 30,September 30, September 30,
2017 2016 2017 20162017 2016 2017 2016
Segment Adjusted EBITDA:              
International Services$9,022
 $(4,159) $14,308
 $27,220
$11,151
 $4,532
 $25,459
 $31,752
U.S. Services(1)(9,238) (9,753) (16,453) (7,023)(11,322) (5,995) (27,775) (13,018)
Tubular Sales815
 1,624
 3,069
 1,178
(1,333) 165
 1,736
 1,343
Blackhawk2,965
 
 4,176
 
3,477
 
 7,653
 
3,564
 (12,288) 5,100
 21,375
1,973
 (1,298) 7,073
 20,077
Interest income, net753
 198
 1,151
 404
1,019
 646
 2,170
 1,050
Income tax benefit6,076
 7,705
 15,194
 8,511
Depreciation and amortization(30,951) (28,283) (62,050) (57,733)(30,650) (26,545) (92,700) (84,278)
Gain (loss) on sale of assets(210) 279
 1,262
 1,049
Income tax (expense) benefit(87,613) 6,800
 (72,419) 15,311
Gain on sale of assets829
 46
 2,091
 1,095
Foreign currency gain (loss)599
 (4,170) 1,345
 (4,211)1,839
 (1,696) 3,184
 (5,907)
Charges and credits (1)
(5,781) (8,728) (14,615) (17,090)
Net loss$(25,950) $(45,287) $(52,613) $(47,695)
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)
  
(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 JuneSeptember 30, 2017 and 2016: $3,415$2,342 and $4,320,$3,828, respectively, and for the sixnine months ended JuneSeptember 30, 2017 and 2016: $9,116$11,458 and $8,528,$12,356, respectively), Mergers and acquisition expense (for the three months ended JuneSeptember 30, 2017 and 2016: $10none and none, respectively, and for the sixnine months ended JuneSeptember 30, 2017 and 2016: $459 and none, respectively), Severance and other charges (for the three months ended JuneSeptember 30, 2017 and 2016: $(299)$1,648 and $3,718,$14,534, respectively, and for the sixnine months ended JuneSeptember 30, 2017 and 2016: $738$2,386 and $4,324,$18,858, respectively), Unrealized and realized gains (losses) (for the three months ended JuneSeptember 30, 2017 and 2016: $(1,088)$(1,123) and $695,$(10), respectively, and for the sixnine months ended JuneSeptember 30, 2017 and 2016: $(1,696)$(2,819) and $(963)$(973), respectively) and Investigation-related matters (for the three months ended JuneSeptember 30, 2017 and 2016: $1,567$2,503 and $1,385,$1,779, respectively, and for the sixnine months ended JuneSeptember 30, 2017 and 2016: $2,606$5,109 and $3,275,$5,054, respectively).



2325

FRANK’S INTERNATIONAL N.V.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following tables set forth certain financial information with respect to our reportable segments (in thousands):
International
Services
 
U.S.
Services
 Tubular Sales Blackhawk Eliminations Total
International
Services
 
U.S.
Services
 Tubular Sales Blackhawk Eliminations Total
Three Months Ended June 30, 2017           
Revenue from external customers$53,499
 $29,905
 $16,141
 $18,114
 $
 $117,659
Inter-segment revenue12
 4,543
 3,564
 72
 (8,191) 
Operating income (loss)(6,980) (24,292) 805
 (3,499) 
 (33,966)
Adjusted EBITDA9,022
 (9,238) 815
 2,965
 
 *
           
Three Months Ended June 30, 2016           
Revenue from external customers$57,350
 $37,118
 $26,478
 $
 $
 $120,946
Inter-segment revenue29
 3,940
 4,351
 
 (8,320) 
Operating income (loss)(22,430) (28,649) 401
 
 
 (50,678)
Adjusted EBITDA(4,159) (9,753) 1,624
 
 
 *
           
Six Months Ended June 30, 2017           
Revenue from external customers$100,109
 $60,871
 $33,086
 $34,324
 $
 $228,390
Inter-segment revenue15
 8,828
 7,239
 72
 (16,154) 
Operating income (loss)(16,493) (47,639) 3,185
 (9,629) 
 (70,576)
Adjusted EBITDA14,308
 (16,453) 3,069
 4,176
 
 *
           
Six Months Ended June 30, 2016           
Three Months Ended September 30, 2017           
Revenue from external customers$140,412
 $85,898
 $48,122
 $
 $
 $274,432
$53,742
 $29,065
 $7,701
 $17,575
 $
 $108,083
Inter-segment revenue45
 8,050
 10,017
 
 (18,112) 
3
 4,062
 3,111
 33
 (7,209) 
Operating loss(8,137) (44,307) (1,116) 
 
 (53,560)(2,647) (25,453) (3,967) (3,013) 
 (35,080)
Adjusted EBITDA27,220
 (7,023) 1,178
 
 
 *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 revenue18
 12,890
 10,350
 105
 (23,363) 
Operating loss(19,140) (73,092) (782) (12,642) 
 (105,656)
Adjusted EBITDA25,459
 (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 revenue45
 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.

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



2426


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, 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, 2016, filed with the SEC on February 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.



2527


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 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 the active onshore oil and gas drilling regions in the U.S., including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, DJ Basin and Utica Shale.

Tubular Sales. We design, manufacture and distribute large OD pipe, connectors and casing attachments and sell large OD pipe originally manufactured by various pipe mills. We also provide specialized fabrication and welding services in support of offshore projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubulars (up to 300 feet in length) for use as caissons or pilings. This segment also designs and manufactures proprietary equipment for use in our International and U.S. Services segments.

Blackhawk. We provide well construction and well intervention rental equipment, services and products, in addition to cementing tool expertise, in the U.S. and Mexican Gulf of Mexico, onshore U.S. and other select international locations.

Market Outlook

The market for our products and services continues to be challenged by depressed oil and gas commodity prices and reduced customer spending on offshore exploration and 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 the markets of West Africa and the U.S. Gulf of Mexico. For the remainder of 2017, we expect to see further deterioration of pricing and activity in the U.S. Gulf of Mexico and, consequently, our Tubular Sales business segment. International markets are beginning to show signs of stabilization and the potential for reaching an activity bottom in the next twelve months. We expect to see growth in our Blackhawk segment both in the U.S. onshore and in select international markets during the yearnext several quarters as we expand its operational footprint. In order to offset some of the declines in activity and pricing, we continue to look for ways to improve our operational efficiency and grow share in markets in which we have historically been underrepresented, including international land and shelf opportunities. We also continue to evaluate potential


28


acquisitions to broaden our well construction offering and position the companyCompany for revenue growth in a market recovery.


26



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 interest income, 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 gain or loss, the effects of the tax receivable agreement ("TRA"), other non-cash adjustments and 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), 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 sixnine months ended JuneSeptember 30, 2016 has been adjusted for investigation-related matters by $1.4$1.8 million and $3.3$5.1 million, respectively, as management believes removing the effect of these items allows for better comparability across periods.



27


The following table presents a reconciliation of net loss to Adjusted EBITDA our most directly comparable GAAP performance measure, as well asand Adjusted EBITDA margin to net income (loss) for each of the periods presented (in thousands):
Three Months Ended Six Months EndedThree Months Ended Nine Months Ended
June 30, June 30,September 30, September 30,
2017 2016 2017 20162017 2016 2017 2016
              
Net loss$(25,950) $(45,287) $(52,613) $(47,695)
Net income (loss)$2,296
 $(42,198) $(50,317) $(89,893)
Interest income, net(753) (198) (1,151) (404)(1,019) (646) (2,170) (1,050)
Depreciation and amortization30,951
 28,283
 62,050
 57,733
30,650
 26,545
 92,700
 84,278
Income tax benefit(6,076) (7,705) (15,194) (8,511)
(Gain) loss on sale of assets210
 (279) (1,262) (1,049)
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(599) 4,170
 (1,345) 4,211
(1,839) 1,696
 (3,184) 5,907
Charges and credits (1)
5,781
 8,728
 14,615
 17,090
Derecognition of the TRA liability (1)
(122,515) 
 (122,515) 
Charges and credits (2)
7,616
 20,151
 22,231
 37,241
Adjusted EBITDA$3,564
 $(12,288) $5,100
 $21,375
$1,973
 $(1,298) $7,073
 $20,077
Adjusted EBITDA margin3.0% (10.2)% 2.2% 7.8%1.8% (1.2)% 2.1% 5.3%
  
(1) 
Please see Note 12 - Related Party Transactions in the Notes to the Unaudited Condensed Consolidated Financial Statements for further discussion.



29


(2)
Comprised of Equity-based compensation expense (for the three months ended JuneSeptember 30, 2017 and 2016: $3,415$2,342 and $4,320,$3,828, respectively, and for the sixnine months ended JuneSeptember 30, 2017 and 2016: $9,116$11,458 and $8,528,$12,356, respectively), Mergers and acquisition expense (for the three months ended JuneSeptember 30, 2017 and 2016: $10none and none, respectively, and for the sixnine months ended JuneSeptember 30, 2017 and 2016: $459 and none, respectively), Severance and other charges ((for(for the three months ended JuneSeptember 30, 2017 and 2016: $(299)$1,648 and $3,718,$14,534, respectively, and for the sixnine months ended JuneSeptember 30, 2017 and 2016: $738$2,386 and $4,324,$18,858, respectively), Unrealized and realized (gains) losses (for the three months ended JuneSeptember 30, 2017 and 2016: $1,088$1,123 and $(695),$10, respectively, and for the sixnine months ended JuneSeptember 30, 2017 and 2016: $1,696$2,819 and $963,$973, respectively) and Investigation-related matters (for the three months ended JuneSeptember 30, 2017 and 2016: $1,567$2,503 and $1,385,$1,779, respectively, and for the sixnine months ended JuneSeptember 30, 2017 and 2016: $2,606$5,109 and $3,275,$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 Segment Results.”

Safety and Quality Performance

Maintaining a strong safety record is a critical component of our operational success. Many of our customers have safety standards we must satisfy before we can perform services. As a result, we continually monitor and improve our safety performance through the evaluation of safety observations, job and customer surveys, and safety data. The primary measure for our safety performance is the tracking of the Total Recordable Incident Rate in addition to the 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.



2830


Consolidated Results of Operations

The following table presents our consolidated results for the periods presented (in thousands):
Three Months Ended Six Months EndedThree Months Ended Nine Months Ended
June 30, June 30,September 30, September 30,
2017 2016 2017 20162017 2016 2017 2016
(Unaudited)(Unaudited)
Revenues:              
Equipment rentals and services$93,533
 $95,177
 $179,855
 $226,434
$92,547
 $85,698
 $272,402
 $312,132
Products
24,126
 25,769
 48,535
 47,998
15,536
 19,416
 64,071
 67,414
Total revenue117,659
 120,946
 228,390
 274,432
108,083
 105,114
 336,473
 379,546
              
Operating expenses:              
Cost of revenues, exclusive of depreciation and amortization              
Equipment rentals and services (1)
60,777
 64,309
 117,884
 132,658
60,981
 57,307
 178,865
 189,965
Products (1)
17,567
 19,926
 34,412
 35,417
10,750
 16,029
 45,162
 51,446
General and administrative expenses (1)
42,419
 55,667
 85,144
 98,909
39,963
 39,677
 125,107
 138,586
Depreciation and amortization30,951
 28,283
 62,050
 57,733
30,650
 26,545
 92,700
 84,278
Severance and other charges(299) 3,718
 738
 4,324
1,648
 14,534
 2,386
 18,858
(Gain) loss on sale of assets210
 (279) (1,262) (1,049)
Gain on sale of assets(829) (46) (2,091) (1,095)
Operating loss(33,966) (50,678) (70,576) (53,560)(35,080) (48,932) (105,656) (102,492)
Other income (expense):              
Other income, net598
 1,658
 732
 1,161
Derecognition of the TRA liability (2)
122,515
 
 122,515
 
Other income (expense), net(384) 984
 348
 2,145
Interest income, net753
 198
 1,151
 404
1,019
 646
 2,170
 1,050
Mergers and acquisition expense(10) 
 (459) 

 
 (459) 
Foreign currency gain (loss)599
 (4,170) 1,345
 (4,211)1,839
 (1,696) 3,184
 (5,907)
Total other income (expense)1,940
 (2,314) 2,769
 (2,646)124,989
 (66) 127,758
 (2,712)
              
Loss before income tax benefit(32,026) (52,992) (67,807) (56,206)
Income tax benefit(6,076) (7,705) (15,194) (8,511)
Net loss(25,950) (45,287) (52,613) (47,695)
Income (loss) before income tax expense (benefit)89,909
 (48,998) 22,102
 (105,204)
Income tax expense (benefit)87,613
 (6,800) 72,419
 (15,311)
Net income (loss)2,296
 (42,198) (50,317) (89,893)
Less: Net loss attributable to noncontrolling interest
 (13,889) 
 (15,525)
 (5,216) 
 (20,741)
              
Net loss attributable to Frank's International N.V.$(25,950) $(31,398) $(52,613) $(32,170)
Net income (loss) attributable to Frank's International N.V.$2,296
 $(36,982) $(50,317) $(69,152)
   
(1) 
For the three months ended JuneSeptember 30, 2016, $11,745$10,305 and $2,898$2,792 have been reclassified from general and administrative expenses to equipment rentals and services and products, respectively, and $24,293$34,598 and $6,060,$8,852, respectively, for the sixnine months ended JuneSeptember 30, 2016. See Note 1 - Basis of Presentation in the Notes to Unaudited Condensed Consolidated Financial Statements.
(2)
Please see Note 12 - Related Party Transactions in the Notes to the Unaudited Condensed Consolidated Financial Statements for further discussion.

Three Months Ended JuneSeptember 30, 2017 Compared to Three Months Ended JuneSeptember 30, 2016

Revenues. Revenues from external customers, excluding intersegment sales, for the three months ended JuneSeptember 30, 2017 decreasedincreased by $3.3$3.0 million, or 2.7%2.8%, to $117.7$108.1 million from $121.0$105.1 million for the three months ended JuneSeptember 30, 2016. The revenue decreaseincrease was primarily attributable to lower revenues in 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 offshore U.S. services regions while revenues for Tubular Sales decreased due to lower international demand and decreased deepwater fabrication revenue. The decrease in total revenues was partially offset by revenues from our recently acquired Blackhawk segment ofand our International Services segment, $18.1 million.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."



2931


Cost of revenues, exclusive of depreciation and amortization. Cost of revenues for the three months ended JuneSeptember 30, 2017 decreased by $5.9$1.6 million, or 7.0%2.2%, to $78.3$71.7 million from $84.2$73.3 million for the three months ended JuneSeptember 30, 2016. Our cost of revenues decline was consistent with2016 due to our lower revenue and cost cutting initiative.initiatives.

GeneralDepreciation and administrative expenses. amortization.General Depreciation and administrative expensesamortization for the three months ended JuneSeptember 30, 2017 decreasedincreased by $13.2$4.1 million, or 23.8%15.5%, to $42.4$30.7 million from $55.6$26.5 million for the three months ended JuneSeptember 30, 2016, primarily due to bad debt expense recognized in 2016 related to difficulty in collecting certain receivables in Venezuela. our recently acquired Blackhawk segment.

Severance and other charges. Severance and other charges for the three months ended JuneSeptember 30, 2017 decreased by $4.0$12.9 million, or 108.0%88.7%, to $(0.3)$1.6 million from $3.7$14.5 million for the three months ended JuneSeptember 30, 2016 due to higher workforce reductions in the secondthird 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 JuneSeptember 30, 2017 was $0.6$1.8 million as compared to a foreign currency loss for the three months ended JuneSeptember 30, 2016 of $4.2$1.7 million. The change in foreign currency gain (loss) year-over-year was primarily driven by a devaluationthe weakening of the Nigerian Naira during the three months ended June 30, 2016.U.S. dollar against other currencies.

Income tax benefit.expense (benefit). Income tax benefitexpense for the three months ended JuneSeptember 30, 2017 decreasedincreased by $1.6$94.4 million or 21.1%, to $6.1$87.6 million from $7.7a benefit of $6.8 million for the three months ended JuneSeptember 30, 2016, primarily as a result of a decreaserecording valuation allowances against our net deferred tax assets. The deferred tax assets relate to net operating losses, outside basis differences in taxable lossour partnership investment and changes in jurisdictional mix. We are subject to manyother 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.

SixNine Months Ended JuneSeptember 30, 2017 Compared to SixNine Months Ended JuneSeptember 30, 2016

Revenues. Revenues from external customers, excluding intersegment sales, for the sixnine months ended JuneSeptember 30, 2017 decreased by $46.0$43.1 million, or 16.8%11.3%, to $228.4$336.5 million from $274.4$379.5 million for the sixnine months ended JuneSeptember 30, 2016. The decrease was primarily attributable to lower revenues in 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 offshore U.S. Services regions while revenues for Tubular Sales decreased due to lower international demand and decreased deepwater fabrication revenue. The decrease in total revenues was partially offset by revenues from our recently acquired Blackhawk segment of $34.3$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 sixnine months ended JuneSeptember 30, 2017 decreased by $15.8$17.4 million, or 9.4%7.2%, to $152.3$224.0 million from $168.1$241.4 million for the sixnine months ended JuneSeptember 30, 2016. Our cost of revenues decline was consistent with our lower revenue and cost cutting initiative.

General and administrative expenses. General and administrative expenses for the sixnine months ended JuneSeptember 30, 2017 decreased by $13.8$13.5 million, or 13.9%9.7%, to $85.1$125.1 million from $98.9$138.6 million for the sixnine months ended JuneSeptember 30, 2016 primarily due to bad debt expense recognized in 2016 related to difficulty in collecting certain receivables in Venezuela.Venezuela and cost cutting initiatives.

Depreciation and amortization. Depreciation and amortization for the nine months ended September 30, 2017 increased by $8.4 million, or 10.0%, to $92.7 million from $84.3 million for the nine months ended September 30, 2016, primarily due to our recently acquired Blackhawk segment, partially offset by a lower depreciable base related to our legacy assets.

Severance and other charges. Severance and other charges for the sixnine months ended JuneSeptember 30, 2017 decreased by $3.6$16.5 million, or 82.9%87.3%, to $0.7$2.4 million from $4.3$18.9 million for the sixnine months ended JuneSeptember 30, 2016 as a result of a higher workforce reduction in the first half of 2016 compared to 2017 as we took steps to adjust our workforce to meet the depressed demand in the industry.



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Foreign currency gain (loss). Foreign currency gain for the sixnine months ended JuneSeptember 30, 2017 was $1.3$3.2 million as compared to a foreign currency loss for the sixnine months ended JuneSeptember 30, 2016 of $4.2$5.9 million. The changeimprovement in foreign


30


currency gain (loss) year-over-year was primarily driven by athe 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 duringwhich negatively impacted foreign currency gain (loss) for the sixnine months ended JuneSeptember 30, 2016.

Income tax benefit.expense (benefit). Income tax benefitexpense for the sixnine months ended JuneSeptember 30, 2017 increased by $6.7$87.7 million to $15.2$72.4 million from $8.5a benefit of $15.3 million for the sixnine months ended JuneSeptember 30, 2016, primarily as a result of an increaserecording valuation allowances against our net deferred tax assets. The deferred tax assets relate to net operating losses, outside basis differences in taxable lossour partnership investment and changes in jurisdictional mix. We are subject to manyother 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

The following table presents revenues and Adjusted EBITDA by segment (in thousands):
Three Months Ended Six Months EndedThree Months Ended Nine Months Ended
June 30, June 30,September 30, September 30,
2017 2016 2017 20162017 2016 2017 2016
Revenue:              
International Services$53,499
 $57,350
 $100,109
 $140,412
$53,742
 $51,028
 $153,851
 $191,440
U.S. Services29,905
 37,118
 60,871
 85,898
29,065
 34,057
 89,936
 119,955
Tubular Sales16,141
 26,478
 33,086
 48,122
7,701
 20,029
 40,787
 68,151
Blackhawk18,114
 
 34,324
 
17,575
 
 51,899
 
Total$117,659
 $120,946
 $228,390
 $274,432
$108,083
 $105,114
 $336,473
 $379,546
              
Segment Adjusted EBITDA (1):
       
Segment Adjusted EBITDA (2):
       
International Services$9,022
 $(4,159) $14,308
 $27,220
$11,151
 $4,532
 $25,459
 $31,752
U.S. Services(9,238) (9,753) (16,453) (7,023)
U.S. Services (1)
(11,322) (5,995) (27,775) (13,018)
Tubular Sales815
 1,624
 3,069
 1,178
(1,333) 165
 1,736
 1,343
Blackhawk2,965
 
 4,176
 
3,477
 
 7,653
 
$3,564
 $(12,288) $5,100
 $21,375
$1,973
 $(1,298) $7,073
 $20,077
   
(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) 
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 JuneSeptember 30, 2017 Compared to Three Months Ended JuneSeptember 30, 2016

International Services

Revenue for the International Services segment decreasedincreased by $3.9$2.7 million for the three months ended JuneSeptember 30, 2017, or 6.7%5.3%, compared to the same period in 2016, primarily due to an increase in Middle East onshore activity, European offshore shelf activity, and increased offshore activity in Latin America and Canada, partially offset by declines in revenue attributable to the Africa and Asia Pacific regions.

Adjusted EBITDA for the International Services segment increased by $6.6 million for the three months ended September 30, 2017, or 146.1%, compared to the same period in 2016, primarily driven by increased revenue as well as lower expenses in 2017 due to cost cutting measures.


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U.S. Services

Revenue for the U.S. Services segment decreased by $5.0 million for the three months ended September 30, 2017, or 14.7%, compared to the same period in 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 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.

Blackhawk

The Blackhawk segment is comprised solely of the assets we acquired on November 1, 2016. Revenues and Adjusted EBITDA for the segment were $17.6 million and $3.5 million for the three 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.

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

International Services

Revenue for the International Services segment decreased by $37.6 million for the nine months ended September 30, 2017, or 19.6%, compared to the same period in 2016, primarily due to depressed oil and gas prices which have challenged the economics of our customers' development projects, particularly in Europe and Africa where complex deepwater wells had previously been large revenue drivers. Contract terminations, delays and deferments in commencement of new projects and an extremely competitive price environment have been the key drivers of the decline.

Adjusted EBITDA for the International Services segment increased by $13.2 million for the three months ended June 30, 2017, or 316.9%, compared to the same period in 2016, primarily driven by the absence of non-recurring charges recognized in 2016 of $9.7 million for bad debt primarily related to difficulty in collecting certain receivables in Venezuela and $2.5 million of additional payroll related costs for Nigeria and Mexico, as well as lower expenses in 2017 due to reduced activity and cost-cutting measures.



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U.S. Services

Revenue for the U.S. Services segment decreased by $7.2 million for the three months ended June 30, 2017, or 19.4%, compared to the same period in 2016. Onshore services revenue increased by $5.1 million as a result of improved activity from increased rig counts. The offshore business saw a decrease in revenue of $12.2 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 increased by $0.5 million for the three months ended June 30, 2017, or 5.3%, compared to the same period in 2016 due to an increase in onshore services activity, partially offset by lower activity in our offshore services.

Tubular Sales

Revenue for the Tubular Sales segment decreased by $10.3 million for the three months ended June 30, 2017, or 39.0%, compared to the same period in 2016 primarily due to lower deepwater activity in the Gulf of Mexico.

Adjusted EBITDA for the Tubular Sales segment decreased by $0.8 million for the three months ended June 30, 2017, or 49.8%, compared to the same period in 2016 primarily due to the decrease in revenue, whichThis was partially offset by lower expensesimproved revenue in the Middle East due to reduced activity and cost-cutting measures.

Blackhawk

The Blackhawk segment is comprised solely of the assets we acquired on November 1, 2016. Revenues and Adjusted EBITDA for the segment were $18.1 million and $3.0 million for the three months ended June 30, 2017. See Note 3 - Acquisition and Divestiture in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information on our Blackhawk acquisition.

Six Months Ended June 30, 2017 Compared to Six Months Ended June 30, 2016

International Services

Revenue for the International Services segment decreased by $40.3 million for the six months ended June 30, 2017, or 28.7%, compared to the same period in 2016, primarily due to depressed oil and gas prices which have challenged the economics of our customers' development projects, particularly in Europe and Africa where complex deepwater wells had previously been large revenue drivers. Contract terminations, delays and deferments in commencement of new projects and an extremely competitive price environment have been the key drivers of the decline.increased onshore activity.

Adjusted EBITDA for the International Services segment decreased by $12.9$6.3 million for the sixnine months ended JuneSeptember 30, 2017, or 47.4%19.8%, compared to the same period in 2016 primarily due to the decrease in revenue, which was partially offset by the absence of non-recurring charges recognized in 2016 of $9.7 million for bad debt primarily related to difficulty in collecting certain receivables in Venezuela and $2.5 million of additional payroll related costs for Nigeria and Mexico, as well as lower expenses in 2017 due to reduced activity and cost-cuttingcost cutting measures.

U.S. Services

Revenue for the U.S. Services segment decreased by $25.0$30.0 million for the sixnine months ended JuneSeptember 30, 2017, or 29.1%25.0%, compared to the same period in 2016. Onshore services revenue increased by $5.7$12.0 million as a result of improved activity from increased rig counts. The offshore business saw a decrease in revenue of $30.6$42.0 million as a result of overall lower activity due to rig cancellations and delays in the Gulf of Mexico, coupled with downward pricing pressures.



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Adjusted EBITDA for the U.S. Services segment decreased by $9.4$14.8 million for the sixnine months ended JuneSeptember 30, 2017 compared to the same period in 2016 primarily due to lower activity in our offshore services, partially offset by an increase in onshore services activity.

Tubular Sales

Revenue for the Tubular Sales segment decreased by $15.0$27.4 million for the sixnine months ended JuneSeptember 30, 2017, or 31.2%40.2%, compared to the same period in 2016 primarily as a result of lower deepwater activity in the Gulf of Mexico.Mexico, which more than offset higher revenue in our international markets.

Adjusted EBITDA for the Tubular Sales segment increased by $1.9$0.4 million for the sixnine months ended JuneSeptember 30, 2017 compared to the same period in 2016 as it was positively impacted by cost-cuttingcost cutting measures undertaken during 2016.

Blackhawk

The Blackhawk segment is comprised solely of the assets we acquired on November 1, 2016. Revenues and Adjusted EBITDA for the segment were $34.3$51.9 million and $4.2$7.7 million for the sixnine months ended JuneSeptember 30, 2017. See Note 3 - Acquisition and DivestitureDivestitures in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information on our Blackhawk acquisition.

Liquidity and Capital Resources

Liquidity

At JuneSeptember 30, 2017, we had cash and cash equivalents and short-term investments of $275.0$293.9 million and debt of $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. 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 $40.0 million for 2017. We expect to spend approximately $22.0 million for the purchase and manufacture of equipment and $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 sixnine months ended JuneSeptember 30, 2017 and 2016,, capital expenditures were $15.2$18.6 million and $18.4$29.8 million, respectively, all of which were funded from internally generated funds. We believe our cash on hand and cash flows from operations should be sufficient to fund our capital expenditure and liquidity requirements for the remainder of 2017.

We paid dividends on our common stock of $33.4$50.4 million, or $0.15$0.225 per common share during the sixnine months ended JuneSeptember 30, 2017. On October 27, 2017,. The timing, declaration, amount the Board of and paymentManaging Directors of any dividends is within the discretion of our board of managing directors subject toCompany, with the approval from the Board of our boardSupervisory Directors of supervisory directors and will depend upon many factors,the Company, approved a plan to suspend the Company’s quarterly dividend in order to preserve capital for various purposes, 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.invest in growth opportunities.

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 JuneSeptember 30, 2017 and December 31, 2016, we had $4.4$2.8 million and $3.7 million, respectively, in letters of credit outstanding and no outstanding borrowings under this facility. As of September 30, 2017, our ability to borrow under the Credit Facility has been reduced to approximately $30 million as a result of our decreased Adjusted EBITDA. Our borrowing capacity under the Credit Facility could be further reduced or eliminated depending on our future Adjusted EBITDA. As a result of this, our overall liquidity would be diminished.



35


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


33


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 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 the Credit Agreement) of not more than 2.502.5 to 1.0 and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0.

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 JuneSeptember 30, 2017 and December 31, 2016, we had $3.0$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 Frank's International C.V. ("FICV") and Mosing Holdings, LLC ("Mosing Holdings") in connection with our initial public offering ("IPO"). The TRA generally provides for the payment by us to 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


36


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


34


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 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 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 12 - 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):
Six Months EndedNine Months Ended
June 30,September 30,
2017 20162017 2016
Operating activities$(7,467) $58,037
$24,585
 $27,846
Investing activities(1,659) (17,252)(57,243) (17,362)
Financing activities(34,563) (59,997)(51,634) (79,831)
(43,689) (19,212)(84,292) (69,347)
Effect of exchange rate changes on cash(887) (1,776)(1,896) (3,162)
Net decrease in cash and cash equivalents$(44,576) $(20,988)$(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 used inprovided by operating activities was $7.5$24.6 million for the sixnine months ended JuneSeptember 30, 2017 compared to cash flow provided by operating activities of $58.0$27.8 million for the same period in 2016. The decrease in cash flow in 2017provided by operating activities was primarily due to unfavorable changes in working capital, primarily in accounts receivable for the six months ended June 30, 2017 as compared to the same period in 2016lower activity as a result of lower activity due to depressed oil and gas prices.

prices, which resulted in a decrease in accounts receivable of $58.1 million and inventories of $13.9 million, partially offset


3537


by a decrease in accrued expenses and other current liabilities of $37.8 million, deferred revenue of $20.4 million and other non-current liabilities of $8.7 million.

Investing Activities

Cash flow used in investing activities was $1.7$57.2 million for the sixnine months ended JuneSeptember 30, 2017 compared to $17.317.4 million in the same period in 2016. The decreaseincrease in net cash flow used in investing activities was primarily related to a decrease inthe purchase of investments of $59.8 million, partially offset by lower purchases of property, plant and equipment of $11.2 million and an increase in thehigher proceeds from the sale of investmentsassets of $8.5 million during the sixnine months ended JuneSeptember 30, 2017.

Financing Activities

Cash flow used in financing activities was $34.6$51.6 million for the sixnine months ended JuneSeptember 30, 2017 compared to $60.079.8 million in the same period in 2016. The decrease in cash flow used in financing activities was primarily due to lower dividend payments andof $11.9 million, the absence of a payment to our noncontrolling interest of $8.0 million made in the sixnine months ended JuneSeptember 30, 2016.2016, and lower repayments on borrowings of $6.9 million.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet 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

For quantitative and qualitative disclosures about market risk, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our 2016 Annual Report on Form 10-K. Except for the change below, our exposure to market risk has not changed materially since December 31, 2016.

We account for our derivative activities under the accounting guidance for derivatives and hedging. Derivatives are recognized on the condensed consolidated balance sheetsheets 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. Based on the derivative contracts that were in place as of JuneSeptember 30, 2017, a 10% weakening of the U.S. dollar as compared to the Canadian dollar, Euro, Norwegian krone, and Pound sterling would result in a $3.5$2.4 million decrease in the market value of our forward contracts. Please see Item 1. Financial Statements - Note 11 - Derivatives for additional information regarding our foreign currency derivative contracts outstanding in U.S. dollars as of JuneSeptember 30, 2017.



38



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


36


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 JuneSeptember 30, 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 JuneSeptember 30, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


3739


PART II. OTHER INFORMATION
Item 1.    Legal Proceedings

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 JuneSeptember 30, 2017 and December 31, 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. Please see Note 15 - Commitments and Contingencies in the Notes to Unaudited Condensed Consolidated Financial Statements.

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 has not indicated that there has been any material impact on our previously filed financial statements, we 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 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.


3840


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: August 7,November 2, 2017 By:/s/ Kyle McClure
   Kyle McClure
   Senior Vice President and Chief Financial Officer
   (Principal Financial Officer)




























3941


EXHIBIT INDEX

Exhibit
Number
Description
3.1Deed of Amendment to Articles of Association of Frank's International N.V., dated May 19, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 25, 2017).
IndemnificationFrank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement dated(Supplemental Grant Form).
Employment Offer Letter for Michael C. Kearney effective as of March 2, 2017,September 26, 2017.
Separation Agreement by and between Frank'sDouglas G. Stephens, Frank’s International, N.V.LLC and Kyle McClure.Frank’s International N.V., dated October 5, 2017.

*†10.2Indemnification Agreement dated as of May 19, 2017, by and between Frank's International N.V. and Robert W. Drummond.
*†10.3Offer Letter for Kyle McClure effective as of June 5, 2017.
Certification of Chief Executive Officer pursuant to Rule 13a-14 (a) under the Securities Exchange Act of 1934.
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
*101.INSXBRL Instance Document.
*101.SCHXBRL Taxonomy Extension Schema Document.
*101.CALXBRL Taxonomy Calculation Linkbase Document.
*101.DEFXBRL Taxonomy Definition Linkbase Document.
*101.LABXBRL Taxonomy Extension Label Linkbase Document.
*101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
   
Represents management contract or compensatory plan or arrangement.
*Filed herewith.
**Furnished herewith.



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