UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

the Securities Exchange Act of 1934

For the quarterly period ended September 30, ~~2017~~2019

¨☐ 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~~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)22367 0000

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, €0.01 par value	FI	New York Stock Exchange

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. Yesþ☑ 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). Yesþ☑ 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~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.



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

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

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

Yes¨☐ No þ☑

As of October ~~27, 2017,~~31, 2019, there were ~~223,107,260~~225,503,348 shares of common stock, €0.01 par value per share, outstanding.



TABLE OF CONTENTS
		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited) at September 30, ~~2017~~2019 and December 31, ~~2016~~2018	3
	Condensed Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, ~~2017~~2019 and ~~2016~~2018	4
	Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss (Unaudited) for the Three and Nine Months Ended September 30, ~~2017~~2019 and ~~2016~~2018	5
	Condensed Consolidated Statements of ~~Stockholders'~~Stockholders’ Equity (Unaudited) for the Three and Nine Months Ended September 30, ~~2017~~2019 and ~~2016~~2018	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three and Nine Months Ended September 30, ~~2017~~2019 and ~~2016~~2018	78
	Notes to the Unaudited Condensed Consolidated Financial Statements	89

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3839

Item 4.	Controls and Procedures	39

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 6.	Exhibits	4041

Signatures		4142

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements


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

	September 30,			December 31,			September 30,			December 31,
	2017			2016			2019			2018
Assets	(Unaudited)						(Unaudited)
Current assets:
Cash and cash equivalents	$	233,338		$	319,526		$	190,522		$	186,212
Restricted cash							1,252			—
Short-term investments	60,598			—			—			26,603
Accounts receivables, net	140,906			167,417			179,169			189,414
Inventories	132,961			139,079
Inventories, net							86,817			69,382
Assets held for sale	3,792			—			13,776			7,828
Other current assets	6,893			14,027			8,490			12,651
Total current assets	578,488			640,049			480,026			492,090

Property, plant and equipment, net	497,784			567,024			366,452			416,490
Goodwill and intangible assets, net	247,699			256,146
Deferred tax assets	—			79,309
Goodwill							211,040			211,040
Intangible assets, net							22,527			31,069
Deferred tax assets, net							14,085			14,621
Operating lease right-of-use assets							32,423			—
Other assets	33,344			45,533			31,013			28,619
Total assets	$	1,357,315		$	1,588,061		$	1,157,566		$	1,193,929

Liabilities and Equity
Current liabilities:
Short-term debt	$	87		$	276		$	517		$	5,627
Accounts payable	21,172			16,081
Accounts payable and accrued liabilities							116,455			123,981
Current portion of operating lease liabilities							7,848			—
Deferred revenue	9,035			18,072			226			116
Accrued and other current liabilities	75,094			64,950
Total current liabilities	105,388			99,379			125,046			129,724

Deferred tax liabilities	254			20,951			3,570			221
Non-current operating lease liabilities							24,576			—
Other non-current liabilities	28,190			156,412			28,340			29,212
Total liabilities	133,832			276,742			181,532			159,157

Commitments and contingencies (Note 15)

Stockholders' equity:
Common stock, €0.01 par value, 798,096,000 shares authorized, 223,906,195 and 223,161,356 shares issued and 223,061,559 and 222,401,427 shares outstanding	2,810			2,802
Stockholders’ equity:
Common stock, €0.01 par value, 798,096,000 shares authorized, 226,990,788 and 225,478,506 shares issued and 225,503,348 and 224,289,902 shares outstanding							2,846			2,829
Additional paid-in capital	1,048,498			1,036,786			1,072,768			1,062,794
Retained earnings	215,793			317,270
Retained earnings (deficit)							(52,712		)	16,860
Accumulated other comprehensive loss	(30,510		)	(32,977		)	(29,623		)	(32,338		)
Treasury stock (at cost), 844,636 and 759,929 shares	(13,108		)	(12,562		)
Total equity	1,223,483			1,311,319
Treasury stock (at cost), 1,487,440 and 1,188,604 shares							(17,245		)	(15,373		)
Total stockholders’ equity							976,034			1,034,772
Total liabilities and equity	$	1,357,315		$	1,588,061		$	1,157,566		$	1,193,929

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

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

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
Revenues:
Equipment rentals and services $ 92,547
$ 85,698
$ 272,402
$ 312,132
Products 15,536
19,416
64,071
67,414
Total revenue 108,083
105,114
336,473
379,546

Operating expenses:
Cost of revenues, exclusive of depreciation and amortization
Equipment rentals and services 60,981
57,307
178,865
189,965
Products 10,750
16,029
45,162
51,446
General and administrative expenses 39,963
39,677
125,107
138,586
Depreciation and amortization 30,650
26,545
92,700
84,278
Severance and other charges 1,648
14,534
2,386
18,858
Gain on sale of assets (829 ) (46 ) (2,091 ) (1,095 )
Operating loss (35,080 ) (48,932 ) (105,656 ) (102,492 )

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

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 —
(5,216 ) —
(20,741 )
Net income (loss) attributable to Frank's International N.V. 2,296
(36,982 ) (50,317 ) (69,152 )
Preferred stock dividends —
—
—
(1 )
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
$ 0.075
$ 0.225
$ 0.375

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 223,056
177,125
222,847
162,656
Diluted 223,581
177,125
222,847
162,656



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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Revenue:
Services	$	119,572		$	103,911		$	362,069		$	301,005
Products	20,845			25,075			78,410			75,635
Total revenue	140,417			128,986			440,479			376,640

Operating expenses:
Cost of revenue, exclusive of depreciation and amortization
Services	86,745			74,769			255,769			219,819
Products	14,247			17,988			57,850			54,415
General and administrative expenses	26,921			29,916			96,358			94,799
Depreciation and amortization	21,482			26,998			70,637			84,160
Severance and other charges (credits), net	5,222			(4,852		)	6,492			(2,483		)
(Gain) loss on disposal of assets	603			(2,242		)	984			(1,790		)
Operating loss	(14,803		)	(13,591		)	(47,611		)	(72,280		)

Other income (expense):
Tax receivable agreement (“TRA”) related adjustments	—			(1,170		)	220			(5,282		)
Other income, net	1,620			314			2,818			1,907
Interest income, net	563			866			1,757			2,419
Mergers and acquisition expense	—			—			—			(58		)
Foreign currency loss	(3,872		)	(879		)	(4,050		)	(3,442		)
Total other income (expense)	(1,689		)	(869		)	745			(4,456		)

Loss before income taxes	(16,492		)	(14,460		)	(46,866		)	(76,736		)
Income tax expense (benefit)	7,297			(7,461		)	20,370			(1,901		)
Net loss	$	(23,789	)	$	(6,999	)	$	(67,236	)	$	(74,835	)

Loss per common share:
Basic and diluted	$	(0.11	)	$	(0.03	)	$	(0.30	)	$	(0.33	)

Weighted average common shares outstanding:
Basic and diluted	225,415			224,182			225,043			223,912

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

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

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

Net income (loss) $ 2,296
$ (42,198 ) $ (50,317 ) $ (89,893 )
Other comprehensive income (loss):
Foreign currency translation adjustments 1,488
74
2,809
1,824
Marketable securities:
Unrealized gain (loss) on marketable securities (101 ) (50 ) (105 ) 1,066
Reclassification to net income —
—
(395 ) —
Deferred tax asset / liability change —
(5 ) 158
(465 )
Unrealized gain (loss) on marketable securities, net of tax (101 ) (55 ) (342 ) 601
Total other comprehensive income 1,387
19
2,467
2,425
Comprehensive income (loss) 3,683
(42,179 ) (47,850 ) (87,468 )
Less: Comprehensive loss attributable to noncontrolling interest —
(5,264 ) —
(20,180 )
Add: Transfer of Mosing Holdings, LLC ("Mosing Holdings") interest to FINV attributable to comprehensive loss —
(8,203 ) —
(8,203 )
Comprehensive income (loss) attributable to Frank's International N.V. $ 3,683
$ (45,118 ) $ (47,850 ) $ (75,491 )



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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018

Net loss	$	(23,789	)	$	(6,999	)	$	(67,236	)	$	(74,835	)
Other comprehensive income (loss):
Foreign currency translation adjustments	371			95			1,079			(653		)
Unrealized gain on marketable securities	—			28			—			110
Total other comprehensive income (loss)	371			123			1,079			(543		)
Comprehensive loss	$	(23,418	)	$	(6,876	)	$	(66,157	)	$	(75,378	)

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

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

Nine Months Ended September 30, 2016
Accumulated
Additional Other Non- Total
Common Stock Paid-In Retained Comprehensive Treasury controlling Stockholders'
Shares Value Capital Earnings Income (Loss) Stock Interest Equity
Balances at December 31, 2015 155,146
$ 2,045
$ 712,486
$ 531,621
$ (25,555 ) $ (9,298 ) $ 240,127
$ 1,451,426
Net loss —
—
—
(69,152 ) —
—
(20,741 ) (89,893 )
Foreign currency translation adjustments —
—
—
—
1,443
—
381
1,824
Change in marketable securities —
—
—
—
421
—
180
601
Equity-based compensation expense —
—
12,356
—
—
—
—
12,356
Distributions to noncontrolling interest —
—
—
—
—
—
(8,027 ) (8,027 )
Common stock dividends ($0.375 per share) —
—
—
(62,333 ) —
—
—
(62,333 )
Preferred stock dividends —
—
—
(1 ) —
—
—
(1 )
Transfer of Mosing Holdings interest to FINV —
—
238,367
—
(8,203 ) —
(211,920 ) 18,244
Common shares issued on conversion of Series A preferred stock ("Preferred Stock") 52,976
597
—
—
—
—
—
597
Common shares issued upon vesting of restricted stock units 1,569
18
(18 ) —
—
—
—
—
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 (225 ) —
—
—
—
(3,046 ) —
(3,046 )
Balances at September 30, 2016 209,542
$ 2,661
$ 889,375
$ 400,135
$ (31,894 ) $ (12,344 ) $ —
$ 1,247,933

Nine Months Ended September 30, 2017
Accumulated
Additional Other Non- Total
Common Stock Paid-In Retained Comprehensive Treasury controlling Stockholders'
Shares Value Capital Earnings Income (Loss) Stock Interest Equity
Balances at December 31, 2016 222,401
$ 2,802
$ 1,036,786
$ 317,270
$ (32,977 ) $ (12,562 ) $ —
$ 1,311,319
Net loss —
—
—
(50,317 ) —
—
—
(50,317 )
Foreign currency translation adjustments —
—
—
—
2,809
—
—
2,809
Change in marketable securities —
—
—
—
(342 ) —
—
(342 )
Equity-based compensation expense —
—
11,458
—
—
—
—
11,458
Common stock dividends ($0.225 per share) —
—
—
(50,424 ) —
—
—
(50,424 )
Common shares issued upon vesting of restricted stock units 694
7
(7 ) —
—
—
—
—
Common shares issued for ESPP 50
1
511
—
—
—
—
512
Treasury shares issued upon vesting of restricted stock units 4
—
(84 ) —
—
66
—
(18 )
Treasury shares issued for ESPP 106
—
(166 ) (736 ) —
1,642
—
740
Treasury shares withheld (193 ) —
—
—
—
(2,254 ) —
(2,254 )
Balances at September 30, 2017 223,062
$ 2,810
$ 1,048,498
$ 215,793
$ (30,510 ) $ (13,108 ) $ —
$ 1,223,483



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

	Nine Months Ended September 30, 2018
											Accumulated
					Additional						Other						Total
	Common Stock				Paid-In			Retained			Comprehensive			Treasury			Stockholders’
	Shares		Value		Capital			Earnings			Income (Loss)			Stock			Equity
Balances at December 31, 2017	223,289		$	2,814	$	1,050,873		$	106,923		$	(30,972	)	$	(13,737	)	$	1,115,901
Cumulative effect of accounting change	—		—		—			670			—			—			670
Net loss	—		—		—			(42,073		)	—			—			(42,073		)
Foreign currency translation adjustments	—		—		—			—			87			—			87
Change in marketable securities	—		—		—			—			(85		)	—			(85		)
Equity-based compensation expense	—		—		2,280			—			—			—			2,280
Common shares issued upon vesting of share-based awards	601		8		(8		)	—			—			—			—
Common shares issued for employee stock purchase plan	99		1		560			—			—			—			561
Treasury shares withheld	(167	)	—		—			—			—			(1,035		)	(1,035		)
Balances at March 31, 2018	223,822		$	2,823	$	1,053,705		$	65,520		$	(30,970	)	$	(14,772	)	$	1,076,306
Net loss	—		—		—			(25,763		)	—			—			(25,763		)
Foreign currency translation adjustments	—		—		—			—			(835		)	—			(835		)
Change in marketable securities	—		—		—			—			167			—			167
Equity-based compensation expense	—		—		2,888			—			—			—			2,888
Common shares issued upon vesting of share-based awards	247		2		(2		)	—			—			—			—
Common shares issued for employee stock purchase plan	—		—		1			—			—			—			1
Treasury shares withheld	(31	)	—		—			—			—			(182		)	(182		)
Balances at June 30, 2018	224,038		$	2,825	$	1,056,592		$	39,757		$	(31,638	)	$	(14,954	)	$	1,052,582
Net loss	—		—		—			(6,999		)	—			—			(6,999		)
Foreign currency translation adjustments	—		—		—			—			95			—			95
Change in marketable securities	—		—		—			—			28			—			28
Equity-based compensation expense	—		—		3,008			—			—			—			3,008
Common shares issued upon vesting of share-based awards	90		1		(1		)	—			—			—			—
Common shares issued for employee stock purchase plan	133		2		751			—			—			—			753
Treasury shares withheld	(33	)	—		—			—			—			(284		)	(284		)
Balances at September 30, 2018	224,228		$	2,828	$	1,060,350		$	32,758		$	(31,515	)	$	(15,238	)	$	1,049,183

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

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

Cash flows from investing activities
Purchases of property, plant and equipment (18,604 ) (29,777 )
Proceeds from sale of assets 10,690
2,235
Proceeds from sale of investments 11,499
11,101
Purchase of investments (60,764 ) (921 )
Other (64 ) —
Net cash used in investing activities (57,243 ) (17,362 )

Cash flows from financing activities
Repayments of borrowings (190 ) (7,120 )
Proceeds from borrowings —
318
Costs of Preferred Stock conversion to common stock —
(595 )
Dividends paid on common stock (50,424 ) (62,333 )
Dividends paid on Preferred Stock —
(1 )
Distribution to noncontrolling interest —
(8,027 )
Net treasury shares withheld for taxes (2,272 ) (3,046 )
Proceeds from the issuance of ESPP shares 1,252
973
Net cash used in financing activities (51,634 ) (79,831 )
Effect of exchange rate changes on cash (1,896 ) (3,162 )
Net decrease in cash and cash equivalents (86,188 ) (72,509 )
Cash and cash equivalents at beginning of period 319,526
602,359
Cash and cash equivalents at end of period $ 233,338
$ 529,850



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

	Nine Months Ended September 30, 2019
											Accumulated
					Additional			Retained			Other						Total
	Common Stock				Paid-In			Earnings			Comprehensive			Treasury			Stockholders’
	Shares		Value		Capital			(Deficit)			Income (Loss)			Stock			Equity
Balances at December 31, 2018	224,290		$	2,829	$	1,062,794		$	16,860		$	(32,338	)	$	(15,373	)	$	1,034,772
Cumulative effect of accounting change	—		—		—			(700		)	—			—			(700		)
Net loss	—		—		—			(28,287		)	—			—			(28,287		)
Foreign currency translation adjustments	—		—		—			—			250			—			250
Equity-based compensation expense	—		—		2,574			—			—			—			2,574
Common shares issued upon vesting of share-based awards	720		8		(8		)	—			—			—			—
Common shares issued for employee stock purchase plan	154		2		690			—			—			—			692
Treasury shares withheld	(220	)	—		—			—			—			(1,452		)	(1,452		)
Balances at March 31, 2019	224,944		$	2,839	$	1,066,050		$	(12,127	)	$	(32,088	)	$	(16,825	)	$	1,007,849
Net loss	—		—		—			(15,160		)	—			—			(15,160		)
Foreign currency translation adjustments	—		—		—			—			458			—			458
Reclassification of marketable securities	—		—		—			(1,636		)	1,636			—			—
Equity-based compensation expense	—		—		3,017			—			—			—			3,017
Common shares issued upon vesting of share-based awards	186		2		(2		)	—			—			—			—
Treasury shares withheld	(15	)	—		—			—			—			(88		)	(88		)
Balances at June 30, 2019	225,115		$	2,841	$	1,069,065		$	(28,923	)	$	(29,994	)	$	(16,913	)	$	996,076
Net loss	—		—		—			(23,789		)	—			—			(23,789		)
Foreign currency translation adjustments	—		—		—			—			371			—			371
Equity-based compensation expense	—		—		2,647			—			—			—			2,647
Common shares issued upon vesting of share-based awards	217		2		(2		)	—			—			—			—
Common shares issued for employee stock purchase plan	236		3		1,058			—			—			—			1,061
Treasury shares withheld	(65	)	—		—			—			—			(332		)	(332		)
Balances at September 30, 2019	225,503		$	2,846	$	1,072,768		$	(52,712	)	$	(29,623	)	$	(17,245	)	$	976,034

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



FRANK’S INTERNATIONAL N.V.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Nine Months Ended
	September 30,
	2019			2018
Cash flows from operating activities
Net loss	$	(67,236	)	$	(74,835	)
Adjustments to reconcile net loss to cash from operating activities
Depreciation and amortization	70,637			84,160
Equity-based compensation expense	8,238			8,176
Amortization of deferred financing costs	274			—
Deferred tax provision	3,887			—
Provision for (recovery of) bad debts	(27		)	68
(Gain) loss on disposal of assets	984			(1,790		)
Changes in fair value of investments	(1,935		)	(1,295		)
Unrealized gain on derivative instruments	(349		)	(442		)
Loss on asset impairments	4,268			—
Other	(566		)	—
Changes in operating assets and liabilities
Accounts receivable	9,872			(37,252		)
Inventories	(14,191		)	(3,470		)
Other current assets	2,537			2,237
Other assets	179			204
Accounts payable and accrued liabilities	(7,844		)	(10,249		)
Deferred revenue	110			(346		)
Other non-current liabilities	(353		)	(560		)
Net cash provided by (used in) operating activities	8,485			(35,394		)

Cash flows from investing activities
Purchases of property, plant and equipment and intangibles	(26,979		)	(14,557		)
Proceeds from sale of assets	353			4,419
Proceeds from sale of investments	46,739			67,934
Purchase of investments	(20,304		)	(67,011		)
Net cash used in investing activities	(191		)	(9,215		)

Cash flows from financing activities
Repayments of borrowings	(5,110		)	(4,289		)
Treasury shares withheld for taxes	(1,874		)	(1,501		)
Proceeds from the issuance of ESPP shares	1,752			1,315
Deferred financing costs	(184		)	(161		)
Net cash used in financing activities	(5,416		)	(4,636		)
Effect of exchange rate changes on cash	2,684			2,357
Net increase (decrease) in cash, cash equivalents and restricted cash	5,562			(46,888		)
Cash, cash equivalents and restricted cash at beginning of period	186,212			213,015
Cash, cash equivalents and restricted cash at end of period	$	191,774		$	166,127

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

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Basis of Presentation

Nature of Business

Frank’s International N.V. ~~("FINV"~~(“FINV”), a limited liability company organized under the laws of ~~The~~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 and products to leading exploration and production companies in both offshore and onshore environments with a focus on complex and technically demanding wells.

Basis of Presentation

The condensed consolidated financial statements of FINV for the three and nine months ended September 30, ~~2017~~2019 and ~~2016~~2018 include the activities of ~~Frank's~~Frank’s International C.V. ~~("FICV"~~(“FICV”), Blackhawk Group Holdings, LLC (“Blackhawk”) and ~~its~~their wholly owned subsidiaries (collectively, the ~~"Company," "we," "us"~~“Company,” “we,” “us” or ~~"our"~~“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~~2018 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"~~(“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,~~2018, which are included in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission ~~("SEC"~~(“SEC”) on February ~~24, 2017 ("~~25, 2019 (“Annual ~~Report"~~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

Certain prior-period amounts have been reclassified to conform to the current period’s presentation. These reclassifications had no impact on our operating income (loss), net income (loss), working capital, cash flows or total equity previously reported.

During the first quarter of 2019, the Company changed its reportable segment structure. Please see Note 16—Segment Information for additional information. As part of the change in reportable segments, the Company also changed the classification of certain costs within the condensed consolidated statements of operations to reflect a change in presentation of the information used by the Company’s chief operating decision maker (“CODM”). Historically, and through December 31, ~~2016,~~2018, certain direct and indirect costs related to operations ~~and manufacturing~~ were classified and reported as general and administrative expenses ("(“G~~&A"~~&A”) and certain costs associated with our Tubular Running Services manufacturing operations were classified as cost of revenue, products (“COR – Products”). The historical classification was consistent with the information used by the ~~Company’s chief operating decision maker ("CODM")~~CODM to assess the performance of the Company’s segments and make resource allocation ~~decisions, and~~decisions. As part of the classification of such costs within the condensed consolidated statements of operations was aligned with the segment presentation. Effective January 1, 2017, the Company changed the classification of certain of these costs in its segment reporting disclosures and within the condensed consolidated statements of operations to reflect a change in reportable segments, and to provide the ~~presentation of the information used by the Company’s CODM.~~

~~This reclassification of~~CODM with additional oversight over costs ~~between~~that directly support operations versus costs that are more general and administrative in nature, certain costs previously classified as G&A have been reclassified as cost of revenue ~~and G&A has no net impact~~– services (“COR – Services”). In addition, certain manufacturing costs previously classified as COR – Products have been reclassified to ~~the condensed consolidated statements~~COR – Services as a result of ~~operations or to total segment reporting. The change will better reflect~~ the ~~CODM's philosophy on assessing performance and allocating resources, as well as improve comparability to the Company's peer group. This is a~~ change in ~~costs classification and has been reflected retrospectively for all periods presented.~~segment reporting.

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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



	Three Months Ended September 30, 2018
	As previously reported		Reclassifications			As currently reported
Condensed Consolidated Statements of Operations
Cost of revenue, exclusive of depreciation and amortization
Services	$	65,726	$	9,043		$	74,769
Products	19,421		(1,433		)	17,988
General and administrative expenses	37,526		(7,610		)	29,916

	Nine Months Ended September 30, 2018
	As previously reported		Reclassifications			As currently reported
Condensed Consolidated Statements of Operations
Cost of revenue, exclusive of depreciation and amortization
Services	$	193,951	$	25,868		$	219,819
Products	58,474		(4,059		)	54,415
General and administrative expenses	116,608		(21,809		)	94,799

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

~~Significant Accounting Policies~~

~~Short‑term investments~~

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

Recent Accounting Pronouncements

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

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

In ~~May 2017,~~June 2018, the FASB issued new guidance which is intended to ~~clarify and reduce both (i) diversity in practice and (ii) cost and complexity when~~simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for ~~a change to~~employee share-based compensation. We adopted the ~~terms~~guidance on January 1, 2019, 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~~did not ~~determined what~~have a material impact ~~the adoption will have~~ on our consolidated financial statements.

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

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

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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

In June 2016, the FASB issued new accounting guidance for credit losses on financial instruments. The guidance includes the replacement of the “incurred loss” approach for recognizing credit losses on financial assets, including 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 new 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 andWe adopted 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 and plan to adopt the new standard effective January 1, ~~2019.~~2019, using the modified retrospective approach. The modified retrospective approach provides a method for recording existing leases at adoption, including not restating comparative periods. In our financial statements, the comparative period continues to be reported under the accounting standards which were in effect for that period.

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.

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. In July 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~~Adoption of the new standard resulted in recording lease assets of $34.9 million, lease liabilities of $34.4 million and an adjustment to retained earnings of $0.7 million as of January 1, 2019. The standard had no impact on our ~~contract portfolio. Our implementation efforts to date include~~net income (loss) and cash flows.

We elected the ~~identification~~package of ~~revenue streams with similar contract structures, performing a detailed review of key contracts by revenue stream and comparing historical policies and practices to~~practical expedients permitted under the ~~new standard. Our evaluation of the impact of the new~~transition 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 ofwithin the new standard, ~~will have~~which allowed us to carry forward the historical lease classification. In addition, we elected not to separate lease and non-lease components for all classes of leased assets. Also, leases with an ~~immaterial impact~~initial term of 12 months or less are not recorded on ~~revenues from contracts for equipment rentals and services. However, revenues from product sales with bill-and-hold arrangements may be accelerated once we adopt~~ the ~~new standard. We will adopt the new standard effective January 1, 2018 using the modified retrospective method.~~balance sheet.

Note 2—~~Noncontrolling Interest~~Leases

We ~~hold an economic interest in FICV~~have operating leases for real estate, vehicles and ~~are responsible~~certain equipment. Our leases have remaining lease terms of less than one year to 14 years, some of which include options to extend the leases for ~~all operational, management~~up to 10 years, and ~~administrative decisions relating~~some of which include options to ~~FICV’s business. Effective with~~terminate the ~~August 2016 conversion of~~leases within one year. At the present time, all of ~~Mosing Holdings' Preferred Stock, Mosing Holdings transferred all its interest~~our leases are classified as operating leases. Our short-term lease expense was $1.0 million and $2.7 million for the three and nine months ended September 30, 2019, respectively.

The accounting for some of our leases may require significant judgment, which includes determining the incremental borrowing rates to utilize in ~~FICV to us~~our net present value calculation of lease payments for lease agreements, which do not provide an implicit rate, and assessing 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 statementslikelihood of ~~operations represented the portion of earnings~~renewal 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.~~

termination options.



	Three Months Ended			Nine Months Ended
Long-term Lease Cost (in thousands)	September 30, 2019			September 30, 2019
Operating lease cost (a)	$	2,824		$	8,803

Sublease income	$	(136	)	$	(400	)


(a)	Includes variable lease costs, which are immaterial.



	Three Months Ended		Nine Months Ended
Other Information (in thousands)	September 30, 2019		September 30, 2019
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	2,202	$	7,770

Right-of-use assets obtained in an exchange for lease obligations
Operating leases	$	738	$	4,239

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~A reconciliation~~



Lease Term and Discount Rate		September 30, 2019
Weighted average remaining lease term (years)
Operating leases		6.26

Weighted average discount rate
Operating leases		10.45%



Maturity of Operating Lease Liabilities (in thousands)	September 30, 2019
2019	$	3,103
2020	9,857
2021	8,172
2022	6,244
2023	4,406
Thereafter	13,289
Total undiscounted lease payments	45,071
Less: interest	12,647
Present value of lease liabilities	$	32,424

Future minimum lease commitments under noncancelable operating leases with initial or remaining terms of ~~net loss attributable to noncontrolling interest is detailed~~one year or more at December 31, 2018, were as follows (in thousands):



Year Ending December 31,	Amount
2019	$	10,544
2020	9,120
2021	7,370
2022	6,006
2023	4,251
Thereafter	13,103
Total future lease commitments	$	50,394

Note 3—Cash, Cash Equivalents and Restricted Cash

Amounts reported in the condensed consolidated balance sheets and condensed consolidated statements of cash flows as cash, cash equivalents and restricted cash at September 30, 2019 and December 31, 2018 were as follows (in thousands):



	September 30,		December 31,
	2019		2018
Cash and cash equivalents	$	190,522	$	186,212
Restricted cash	1,252		—
Total cash, cash equivalents and restricted cash shown in the statements of cash flows	$	191,774	$	186,212

Restricted cash consists of cash deposits that collateralize our credit card program.

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Note 4—Accounts Receivable, net

Accounts receivable at September 30, 2019 and December 31, 2018 were as follows (in thousands):



	September 30,		December 31,
	2019		2018
Trade accounts receivable, net of allowance of $3,816 and $3,925, respectively	$	122,684	$	114,630
Unbilled receivables	34,066		54,591
Taxes receivable	18,649		15,762
Affiliated ⁽¹⁾	549		549
Other receivables	3,221		3,882
Total accounts receivable, net	$	179,169	$	189,414


⁽¹⁾	~~Represents net loss after August 26, 2016, when Mosing Holdings transferred its interest to FINV.~~


⁽²⁾	~~Represents income tax expense (benefit)~~Amounts represent expenditures on behalf of ~~entities outside of FICV, as well as income tax attributable to our proportionate share of the U.S. operations of our partnership interests in FICV as of August 26, 2016.~~


⁽³⁾	~~Represents results of operations for entities outside of FICV as of August 26, 2016.~~


⁽⁴⁾	Represents the economic interest in FICV held by Mosing Holdings before the preferred stock conversion on August 26, 2016. This percentage changed as additional shares of FINV common stock were issued. Effective August 26, 2016, Mosing Holdings delivered its economic interest in FICV to us.non-consolidated affiliates.

Note ~~3—Acquisition~~5—Inventories, net

Inventories at September 30, 2019 and ~~Divestitures~~

~~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 mergerDecember 31, 2018 were 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 Nine Months Ended
September 30, 2016
Revenue $ 120,902
$ 431,962
Net loss applicable to common shares (41,686 ) (82,650 )
Loss per common share:
Basic and diluted $ (0.22 ) $ (0.47 )

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

The Blackhawk acquisition was accounted for as a business combination. 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.

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 guidancefollows (in thousands):



	September 30,		December 31,
	2019		2018
Pipe and connectors, net of allowance of $18,758 and $21,270, respectively	$	26,049	$	18,026
Finished goods, net of allowance of $868 and $1,354, respectively	29,420		22,608
Work in progress	4,529		8,285
Raw materials, components and supplies	26,819		20,463
Total inventories, net	$	86,817	$	69,382

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

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

~~Divestitures~~

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

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

~~In September 2017, we sold a building in the Middle East region for a net sales price of $2.7 million and recorded a gain on sale of $0.6 million.~~

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note ~~4—Accounts Receivable, net~~6—Property, Plant and Equipment

~~Accounts receivable~~The following is a summary of property, plant and equipment at September 30, ~~2017~~2019 and December 31, ~~2016~~ ~~were as follows~~2018 (in thousands):

September 30, December 31,
2017 2016
Trade accounts receivable, net of allowance of $13,907 and $14,337, respectively $ 96,034
$ 89,096
Unbilled revenue 24,464
30,882
Taxes receivable 13,987
42,870
Affiliated ⁽¹⁾
895
717
Other receivables 5,526
3,852
Total accounts receivable $ 140,906
$ 167,417



	Estimated Useful Lives in Years	September 30, 2019			December 31, 2018
Land	—	$	31,438		$	32,945
Land improvements	8-15	7,128			8,316
Buildings and improvements	13-39	115,141			125,088
Rental machinery and equipment	7	896,483			887,064
Machinery and equipment - other	7	60,571			61,796
Furniture, fixtures and computers	5	20,091			24,745
Automobiles and other vehicles	5	29,243			29,696
Leasehold improvements	7-15, or lease term if shorter	14,740			15,392
Construction in progress - machinery and equipment and land improvements	—	68,743			65,152
		1,243,578			1,250,194
Less: Accumulated depreciation		(877,126		)	(833,704		)
Total property, plant and equipment, net		$	366,452		$	416,490


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

During the first quarter of 2018, we sold a building classified as held for sale for $0.8 million and recorded an immaterial loss. During the second quarter of 2018, additional assets with a net book value of $4.5 million met the criteria to be classified as held for sale and were reclassified from property, plant and equipment to assets held for sale on our condensed consolidated balance sheet. During the third quarter of 2018, we sold a building classified as held for sale with a net book value of $0.3 million for $2.6 million. In addition, a building with a net book value of $5.0 million met the criteria to be classified as held for sale and was reclassified from property, plant and equipment to assets held for sale on our condensed consolidated balance sheet.

~~Note 5—Inventories~~

During the first quarter of 2019, buildings with a net book value of $1.1 million met the criteria to be classified as held for sale and were reclassified from property, plant and equipment to assets held for sale on our condensed consolidated balance sheet. During the second quarter of 2019, we sold a building classified as held for sale for $0.2 million and recorded an immaterial loss. During the third quarter of 2019, an additional building met the criteria to be classified as held for sale and a $4.0 million impairment loss was recorded, which is included in severance and other charges (credits), net on our condensed consolidated statements of operations. The building's remaining net book value of $5.3 million was reclassified from property, plant and equipment to assets held for sale on our condensed consolidated balance sheets.

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

September 30, December 31,
2017 2016
Pipe and connectors $ 88,982
$ 102,360
Finished goods 16,063
14,257
Work in progress 8,644
7,099
Raw materials, components and supplies 19,272
15,363
Total inventories $ 132,961
$ 139,079

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the depreciation and amortization expense associated with each line item for the three and nine months ended September 30, 2019 and 2018 (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
Services	$	18,224	$	22,584	$	60,636	$	70,465
Products	376		1,051		1,235		3,319
General and administrative expenses	2,882		3,363		8,766		10,376
Total	$	21,482	$	26,998	$	70,637	$	84,160

Note ~~6—Property, Plant and Equipment~~7—Other Assets

~~The following is a summary of property, plant and equipment~~Other assets at September 30, ~~2017~~2019 and December 31, ~~2016~~2018 consisted of the following (in thousands):

Estimated
Useful Lives
in Years
September 30,
2017 December 31,
2016
Land — $ 16,491
$ 15,730
Land improvements 8-15 9,346
9,379
Buildings and improvements ⁽¹⁾
39 119,971
73,211
Rental machinery and equipment 7 930,443
933,667
Machinery and equipment - other 7 56,321
60,182
Furniture, fixtures and computers 5 26,280
19,073
Automobiles and other vehicles 5 32,621
36,796
Aircraft 7 —
16,267
Leasehold improvements ⁽¹⁾
7-15, or lease term if shorter 9,870
8,027
Construction in progress - machinery
and equipment and buildings ⁽¹⁾
— 68,066
120,937
1,269,409
1,293,269
Less: Accumulated depreciation (771,625 ) (726,245 )
Total property, plant and equipment, net $ 497,784
$ 567,024



	September 30,		December 31,
	2019		2018
Cash surrender value of life insurance policies ⁽¹⁾	$	26,467	$	23,784
Deposits	2,118		2,269
Other	2,428		2,566
Total other assets	$	31,013	$	28,619


⁽¹⁾	See Note ~~12 - Related Party Transactions~~10—Fair Value Measurements 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

Note 8—Accounts Payable and Accrued Liabilities

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Note 7—Other Assets~~

~~Other assets~~Accounts payable and accrued liabilities at September 30, ~~2017~~2019 and December 31, ~~2016~~2018 consisted of the following (in thousands):



	September 30,		December 31,
	2019		2018
Accounts payable	$	17,445	$	28,045
Accrued compensation	24,761		30,822
Accrued property and other taxes	20,082		16,301
Accrued severance and other charges	499		2,328
Income taxes	17,619		12,075
Affiliated ⁽¹⁾	679		3,915
Accrued purchase orders and other	35,370		30,495
Total accounts payable and accrued liabilities	$	116,455	$	123,981

September 30, December 31,
2017 2016
Cash surrender value of life insurance policies ⁽¹⁾
$ 29,671
$ 36,269
Deposits 2,193
2,343
Other 1,480
6,921
Total other assets $ 33,344
$ 45,533


⁽¹⁾	~~See Note 10 – Fair Value Measurements~~Represents amounts owed to non-consolidated affiliates.

~~Note 8—Accrued and Other Current Liabilities~~

FRANK’S INTERNATIONAL N.V.

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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, December 31,
2017 2016

Accrued compensation $ 18,758
$ 10,854
Accrued property and other taxes 19,781
19,740
Accrued severance and other charges 2,040
6,150
Income taxes 11,012
6,857
Accrued purchase orders 8,174
2,083
Other 15,329
19,266
Total accrued and other current liabilities $ 75,094
$ 64,950

Note 9—Debt

Credit Facility

~~We have~~Asset Based Revolving Credit Facility

On November 5, 2018, FICV, Frank’s International, LLC and Blackhawk, as borrowers, and FINV, certain of FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., as guarantors, entered into a ~~$100.0 million~~5-year senior secured revolving credit facility (the “ABL Credit Facility”) with ~~certain~~JPMorgan Chase Bank, N.A., as administrative agent (the “ABL Agent”), and other financial institutions as lenders with total commitments of $100.0 million including up to ~~$20.0~~$15.0 million in available for letters of ~~credit and up to~~ ~~$10.0 million~~ ~~in swingline loans, which matures in~~ ~~August 2018~~ ~~(the “Credit Facility”).~~credit. Subject to the terms of the ABL Credit Facility, we have the ability to increase the commitments to ~~$150.0 million. At~~ ~~September 30, 2017~~ ~~and~~ ~~December 31, 2016, we had $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~~$200.0 million. The maximum amount that the Company may borrow under the ABL Credit Facility ~~has been reduced~~is subject to ~~approximately $30 million as~~ a ~~result~~borrowing base, which is based on a percentage of ~~our decreased Adjusted EBITDA. Our borrowing capacity~~certain eligible accounts receivable and eligible inventory, subject to customary reserves and other adjustments.

All obligations under the ABL Credit Facility ~~could be further reduced or eliminated depending~~are fully and unconditionally guaranteed jointly and severally by FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., subject to customary exceptions and exclusions. In addition, the obligations under the ABL Credit Facility are secured by first priority liens on ~~our future Adjusted EBITDA. As a result~~substantially all of ~~this, our overall liquidity would be diminished.~~

the assets and property of the borrowers and guarantors, including pledges of equity interests in certain of FINV’s subsidiaries, subject to certain exceptions. Borrowings under the ABL Credit Facility bear interest at ~~our~~FINV’s option at either ~~a base rate or an adjusted Eurodollar rate.~~(a) the Alternate Base ~~rate loans under~~Rate (“ABR”) (as defined therein), calculated as the ~~Credit Facility bear interest at a rate equal to the higher~~greatest of (i) the ~~prime~~ rate ~~as published in~~of interest publicly quoted by the Wall Street Journal, as the “prime rate,” subject to each increase or decrease in such prime rate effective as of the date such change occurs, (ii) the ~~Federal Funds Effective Rate~~federal funds effective rate that is subject to a 0.00% interest rate floor plus 0.50% or, and (iii) the ~~adjusted Eurodollar rate~~one-month Adjusted LIBO Rate (as defined therein) plus 1.00%, or (b) the Adjusted LIBO Rate, 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~~an applicable margin. The applicable interest rate margin ranges from 1.00% to 1.50% per annum for ~~base-rate loans.~~ABR loans and 2.00% to 2.50% per annum for Eurodollar loans and, in each case, is based on FINV’s leverage ratio. The unused portion of the ABL Credit Facility is subject to a commitment fee that varies from 0.250% to 0.375% per annum, according to average daily unused commitments under the ABL Credit ~~Facility bear interest at an adjusted~~Facility. Interest on 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~~loans is payable at the end of ~~applicable interest periods for Eurodollar loans, except that if~~ the selected interest period, but no less frequently than quarterly. Interest on ABR loans is payable monthly in arrears.

The ABL Credit Facility contains various covenants and restrictive provisions which limit, subject to certain customary exceptions and thresholds, FINV’s ability to, among other things, (1) enter into asset sales; (2) incur additional indebtedness; (3) make investments, acquisitions, or loans and create or incur liens; (4) pay certain dividends or make other distributions and (5) engage in transactions with affiliates. The ABL Credit Facility also requires FINV to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 based on the ratio of (a) consolidated EBITDA (as defined therein) minus unfinanced capital expenditures to (b) Fixed Charges (as defined therein), when either (i) an event of default occurs under the ABL Credit Facility or (ii) availability under the ABL Credit Facility falls for at least two consecutive calendar days below the greater of (A) $12.5 million and (B) 15% of the lesser of the borrowing base and aggregate commitments (a “FCCR Trigger Event”). Accounts receivable received by FINV’s U.S. subsidiaries that are parties to the ABL Credit Facility will be deposited into deposit accounts subject to deposit control agreements in favor of the ABL Agent. After a ~~Eurodollar loan is longer than three months, interest is paid~~FCCR Trigger Event, these deposit accounts would be subject to “springing” cash dominion. After a FCCR Trigger Event, the Company will be subject to compliance with the fixed charge coverage ratio and “springing” cash dominion until no default exists under the ABL Credit Facility and availability under the facility for the preceding thirty consecutive days has been equal to at least the greater of (x) $12.5 million and (y) 15% of the lesser of the borrowing base and the aggregate commitments. If FINV fails to perform its obligations under the agreement that results in an event of default, the commitments under the ABL Credit Facility could be terminated and any outstanding

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

may be declared immediately due and payable. 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~~ABL Credit Facility also contains ~~financial covenants, which, among~~cross default provisions that apply to FINV’s 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~~ ~~2.5~~ ~~to 1.0 and (ii) a ratio of EBITDA to interest expense of not less than~~ ~~3.0~~ ~~to 1.0.~~indebtedness.

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.

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~~2019, FINV had 0 borrowings outstanding under the ~~covenants included in the~~ABL Credit ~~Agreement.~~Facility, letters of credit outstanding of $6.5 million and availability of $55.0 million.

~~Citibank Credit Facility~~Insurance Notes Payable

In ~~2016,~~2018, 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.~~note to finance our annual insurance premiums totaling $6.8 million. 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 bearnote bears interest at ~~1.5% per annum. As~~an annual rate of 3.9% with a final maturity date in October 2019. At September 30, ~~2017~~2019 and December 31, ~~2016, we had $2.5~~2018, the outstanding balance was $0.5 million and ~~$2.2~~$5.6 million, ~~respectively, in letters of credit outstanding.~~respectively.

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.

~~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 September 30, ~~2017~~2019 and December 31, ~~2016~~2018, were as follows (in thousands):



	Quoted Prices in Active Markets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)		Total
September 30, 2019
Assets:
Derivative financial instruments	$	—	$	248	$	—	$	248
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	—		26,467		—		26,467
Marketable securities - other	15		—		—		15
Liabilities:
Deferred compensation plan	—		23,522		—		23,522

December 31, 2018
Assets:
Investments:
Cash surrender value of life insurance policies - deferred compensation plan	$	—	$	23,784	$	—	$	23,784
Marketable securities - other	37		—		—		37
Liabilities:
Derivative financial instruments	—		101		—		101
Deferred compensation plan	—		23,663		—		23,663

Quoted Prices
in Active
Markets

Significant
Other
Observable
Inputs

Significant
Unobservable
Inputs

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

December 31, 2016
Assets:
Derivative financial instruments $ —
$ 146
$ —
$ 146
Investments:
Cash surrender value of life insurance policies - deferred compensation plan —
36,269
—
36,269
Marketable securities - other 3,692
—
—
3,692
Liabilities:
Deferred compensation plan —
30,307
—
30,307

Our derivative financial instruments consist of short-duration foreign currency forward contracts. The fair value of our derivative financial instruments is based on quoted market values including foreign exchange forward rates and interest rates. The fair value is computed by discounting the projected future cash flow amounts to present value. Derivative financial instruments are included in our condensed consolidated balance sheets in accounts ~~receivable,~~receivables, net ~~and accrued and other current liabilities~~ at September 30, ~~2017~~2019 and in accounts ~~receivable, net,~~payable and accrued liabilities at December 31, ~~2016.~~2018.

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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. Our liabilities associated with our deferred compensation plan are included in other non-current liabilities on the condensed consolidated balance sheets. 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'~~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 and assets identified as held for sale, as well as impairment related to goodwill and other long-lived assets. For business combinations (see Note 3 - Acquisition and Divestitures), the purchase price is allocated to the assets acquired and liabilities assumed based on a discounted cash flow model for most intangibles as well as market assumptions for the valuation of equipment and other fixed assets. We utilize a discounted cash flow model in evaluating impairment

~~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~~sheets of our cash and cash equivalents, restricted cash, short-term investments, trade accounts receivable, other current assets, accounts payable ~~accrued~~ and ~~other current~~accrued 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 September 30, ~~2017~~2019 and December 31, ~~2016,~~2018, we had the following foreign currency derivative contracts outstanding in U.S. dollars (in thousands):


	September 30, 2017				September 30, 2019
Derivative Contracts	Notional Amount		Contractual Exchange Rate	Settlement Date	Notional Amount		Contractual Exchange Rate	Settlement Date
Canadian dollar	$	5,740	1.2194	12/15/2017	$	1,362	1.3220	12/16/2019
Euro	5,982		1.1963	12/15/2017	7,457		1.1130	12/16/2019
Euro	2,399		1.1993	10/13/2017
Norwegian krone	5,338		7.8675	12/15/2017	10,254		8.9717	12/16/2019
Pound sterling	7,961		1.3268	12/15/2017	16,089		1.2377	12/16/2019



	December 31, 2018
Derivative Contracts	Notional Amount		Contractual Exchange Rate	Settlement Date
Canadian dollar	$	2,248	1.3343	3/18/2019
Euro	6,967		1.1421	3/18/2019
Norwegian krone	7,713		8.5566	3/18/2019
Pound sterling	16,452		1.2655	3/18/2019

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 September 30, ~~2017~~2019 and December 31, ~~2016~~2018 (in thousands):



Derivatives not Designated as Hedging Instruments	Consolidated Balance Sheet Location	September 30, 2019		December 31, 2018
Foreign currency contracts	Accounts receivables, net	$	248	$	—
Foreign currency contracts	Accounts payable and accrued liabilities	—		(101		)

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

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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



		Three Months Ended					Nine Months Ended
		September 30,					September 30,
Derivatives not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative Contracts	2019		2018			2019		2018
Unrealized gain (loss) on foreign currency contracts	Other income, net	$	553	$	(323	)	$	349	$	442
Realized gain on foreign currency contracts	Other income, net	1,059		447			1,471		572
Total net gain on foreign currency contracts		$	1,612	$	124		$	1,820	$	1,014

Three Months Ended Nine Months Ended
September 30, September 30,
Derivatives not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Income on Derivative Contracts 2017 2016 2017 2016
Unrealized gain (loss) on foreign currency contracts Other income (expense), net $ 681
$ (615 ) $ (49 ) $ (296 )
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 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 September 30, ~~2017~~2019 and December 31, ~~2016~~2018 (in thousands):



	Derivative Asset Positions					Derivative Liability Positions
	September 30, 2019		December 31, 2018			September 30, 2019		December 31, 2018
Gross position - asset / (liability)	$	248	$	113		$	—	$	(214	)
Netting adjustment	—		(113		)	—		113
Net position - asset / (liability)	$	248	$	—		$	—	$	(101	)

Derivative Asset Positions Derivative Liability Positions
September 30, 2017 December 31, 2016 September 30, 2017 December 31, 2016
Gross position - asset / (liability) $ 239
$ 181
$ (142 ) $ (35 )
Netting adjustment (107 ) (35 ) 107
35
Net position - asset / (liability) $ 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 facilities from these affiliated companies. The majority of these lease obligations expire in 2018 and, at our discretion, may be extended for an 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 party leases was ~~$1.8~~$0.6 million and $1.1 million for ~~each of~~ the three months ended September 30, ~~2017~~2019 and ~~2016,~~2018, respectively, and ~~$5.3~~$2.0 million and ~~$6.2~~$5.0 million for the nine months ended September 30, ~~2017~~2019 and ~~2016,~~2018, 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~~2019, $6.8 million of our operating lease right-of-use assets and $7.5 million of our lease liabilities were associated with ~~buildings we constructed on properties subject to~~ related party ~~leases was $62.7 million. We are depreciating the costs associated~~leases.

On November 2, 2018, Frank’s International, LLC entered into a purchase agreement 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 leaseholdMosing Ventures, LLC, Mosing Land & Cattle Company, LLC, Mosing Queens Row Properties, LLC, and ~~land improvements we constructed on properties subject to related party leases was $13.4 million, a portion~~4-M Investments, each of which ~~is in construction in progress. It is our intent~~are companies related to ~~extend, renew, or replace~~us by common ownership (the “Mosing Companies”). Under the ~~related party~~purchase agreement, we acquired real property ~~leases such~~ that we ~~have unrestricted use of~~previously leased from the ~~buildings~~Mosing Companies, 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, ortwo additional properties located adjacent to those properties. The total purchase price was $37.0 million, including legal fees and closing adjustments

2019

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~replace these related party property leases, we~~for normal operating activity. The purchase closed on December 18, 2018. The properties are conveyed as-is, except that until 10 years following the Closing Date, the parties will ~~revise~~continue to have certain rights and obligations under the ~~remaining estimated useful lives~~terms of the ~~buildings accordingly.~~

~~We are a party to certain~~ agreements ~~relating to~~by which some of the ~~rental of aircraft to Western Airways ("WA"), an entity owned~~purchased properties were acquired by the Mosing ~~family. The WA agreements reflect both dry~~Companies at the time of our initial public offering. We made improvements on the purchased properties during the lease period, and ~~wet~~the purchase price was calculated excluding the value of those improvements. As of the purchase closing, we no longer 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 incomethe acquired properties from ~~third party usage through a revenue sharing agreement. We recorded $0.4 million and $0.3 million of net charter expense for~~ the ~~three months ended September 30, 2017 and 2016, respectively, and $1.0 million and $0.8 million of net charter expense for nine months ended September 30, 2017 and 2016, respectively.~~Mosing Companies.

Tax Receivable Agreement

Mosing Holdings and its permitted transferees converted all their Preferred Stock into shares of our common stock on a ~~one-for-one~~1-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~~made an election under Section 754 of the Internal Revenue Code. Pursuant to the Section 754 election, the Conversion ~~will result~~resulted 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~~are 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 may reduce the amount of tax that FINV would otherwise be required to pay in the future. These basis adjustments may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

The ~~tax receivable agreement (the "TRA")~~TRA that we entered into with FICV and Mosing Holdings in connection with our initial public offering ~~("IPO"~~(“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.

The estimation of the liability under the TRA is by its nature imprecise and subject to significant assumptions regarding the amount and timing of future taxable income. As of September 30, ~~2017,~~2019, 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~~unable to conclude that there will be future cash savings that will lead to additional payouts under the TRA beyond the estimated ~~$2.1~~$0.2 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.~~2019. Additional TRA liability may be recognized in the future based on changes in expectations regarding the timing and likelihood of future cash 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

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

of control. For example, if the TRA were terminated on September 30, ~~2017,~~2019, the estimated termination payment would be approximately ~~$102.0~~$51.3 million (calculated using a discount rate of ~~5.63%~~4.94%). The foregoing number is merely an estimate and the actual payment could differ materially.

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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~~its subsidiaries 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.~~agreements. The ability of ~~FICV and its~~FINV’s subsidiaries to make such distributions will be subject to, among other things, the applicable provisions of Dutch law that may limit the amount of funds available for distribution and restrictions in our debt instruments. To the extent that FINV is unable to make payments under the TRA for any reason, except in the case of an acceleration of payments thereunder occurring in connection with an early termination of the TRA or certain mergers or change of control, such payments will be deferred and will accrue interest until paid, and FINV will be prohibited from paying dividends on its common stock.

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

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

We apply the treasury stock method to determine the dilutive weighted average common shares represented by ~~the~~ unvested restricted stock units and ~~ESPP~~employee stock purchase plan (“ESPP”) 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 income (loss) per share calculation assumed the conversion of 100% of our outstanding Preferred Stock on an as if converted basis. Accordingly, the numerator was also adjusted to include the earnings allocated to the noncontrolling interest after taking into account the tax effect of such exchange.

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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

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



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Numerator
Net loss	$	(23,789	)	$	(6,999	)	$	(67,236	)	$	(74,835	)
Denominator
Basic and diluted weighted average common shares⁽¹⁾	225,415			224,182			225,043			223,912
Loss per common share:
Basic and diluted	$	(0.11	)	$	(0.03	)	$	(0.30	)	$	(0.33	)

⁽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




⁽¹⁾	Approximate number of unvested restricted stock units and stock to be issued pursuant to the ESPP that have been excluded from the computation of diluted loss per share as the effect would be anti-dilutive when results from operations are at a net loss position.	587	1,075	722	779

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~~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 most current expected annual tax rate.

Our effective tax rate ~~on income (loss) before income taxes~~ was ~~97.4%~~(44.2)% and ~~13.9%~~51.6% for the three months ended September 30, ~~2017~~2019 and ~~2016,~~2018, respectively, and ~~327.7%~~(43.5)% and ~~14.6%~~2.5% for the nine months ended September 30, ~~2017~~2019 and ~~2016,~~2018, respectively. The ~~higher rate is due primarily~~increase in tax rates compared to recording valuation allowances against our net deferred tax assets. The deferred tax assets relate to net operating losses, outside basis differences in our partnership investment and other timing differences primarily associated with our U.S. operations.

~~In determining that a valuation allowance must be recorded in~~ the ~~current~~same 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 conclusionlast year is primarily the result of ~~cumulative losses incurred~~an increase in taxable income and a change in the ~~most recent~~jurisdiction mix resulting in additional revenue-based taxes during 2019. Also impacting the three ~~year~~months ending September 30, 2018 was a significant tax benefit recorded to update the estimated effective tax rate. Finally, the nine months ending September 30, 2019 included expense related to recording additional valuation allowances related to certain indefinite-lived intangibles. We are subject to tax in many U.S. and foreign jurisdictions. In many foreign

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

jurisdictions we are taxed on bases other than income such as deemed profits or withholding taxes based on revenue. Consequently, the relationship between our pre-tax income and our income tax provision varies from period ~~and uncertainty regarding when we will return~~ to ~~profitability. The amount~~period.

We are under audit by certain foreign jurisdictions for the years 2008 - 2017. We do not expect the results 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.~~these audits to have any material effect on our financial statements.

As of September 30, ~~2017,~~2019, there were no significant changes to our ~~unrecognized~~uncertain tax ~~benefits~~positions as reported in our audited financial statements for the year ended December 31, ~~2016.~~2018.

~~FRANK’S INTERNATIONAL N.V.~~

~~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 September 30, ~~2017~~2019 and December 31, ~~2016.~~2018. 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 (“FCPA”), 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~~U.S. Department of Justice (“DOJ”) and other governmental entities. It is our intent to continue 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~~the U.S. Department of Commerce’s Bureau of Industry and Security, Office of Export Enforcement (“OEE”) and to the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) (as well as to the agencies involved in our ongoing ~~investigation), but at~~investigation discussed above). We received a No Action Letter dated April 20, 2018 from OEE, stating that OEE had closed its investigation without taking further action. In addition, we received a No Action Letter dated April 23, 2018 from OFAC, stating that OFAC had closed its investigation without taking further action.

As disclosed above, our investigation into possible violations of the FCPA remains ongoing, and we will continue to cooperate with the SEC, DOJ and other relevant governmental entities in connection therewith. At this time, we 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.

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 Company’s CODM in deciding how to allocate resources and assess performance. WeDuring 2018, changes to the Company’s organizational structure were internally announced. These changes allow each segment to operate as an “independent” business in order to drive accountability and streamline decision-making, while leveraging the advantages of our global infrastructure. During the first quarter of 2019, the Company’s CODM changed the information he regularly reviews to allocate resources and assess performance and we accordingly realigned our reporting segments into 3 reportable segments: Tubular Running Services (“TRS”) segment, Tubulars segment and Cementing Equipment (“CE”) segment. The TRS segment represents the prior International Services and U.S. Services

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

segments, as well as the costs associated with manufacturing the TRS equipment. Corporate costs that were previously included in the International Services and U.S. Services segments are now included in a separate Corporate component. The Tubulars segment represents the prior Tubular Sales segment and the Drilling Technologies business which was previously included within the International Services and U.S. Services segments, less costs associated with TRS equipment manufacturing. The CE segment is comprised of ~~four~~ ~~reportable segments:~~the prior Blackhawk segment. In addition, regional support costs that were previously included in the International Services and U.S. Services ~~Tubular Sales~~segments are now allocated amongst the 3 current segments, generally based on revenue or headcount. We have revised our segment reporting to reflect our current management approach and ~~Blackhawk.~~recast prior periods to conform to the current segment presentation.

The ~~International Services~~TRS segment provides tubular running services globally. Internationally, the TRS segment operates in ~~international~~the majority of the offshore oil and gas markets and also in several onshore ~~international regions. Our customers~~regions with operations in ~~these international markets are primarily large exploration and production companies, including integrated oil and gas companies and national oil and gas companies.~~

~~The~~approximately 50 countries on 6 continents. In the U.S. ~~Services~~, the TRS 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~~and in the U.S. Gulf of Mexico. Our customers are primarily large exploration and production companies, including international oil and gas companies, national oil and gas companies, major independents and other oilfield service companies.

The ~~Tubular Sales~~Tubulars segment designs, manufactures and distributes ~~large outside diameter ("OD") pipe,~~ connectors and casing attachments ~~and~~for large outside diameter (“OD”) heavy wall pipe. Additionally, the Tubulars segment sells large OD pipe originally manufactured by various pipe ~~mills. We also provide~~mills, as plain end or fully fabricated with proprietary welded or thread-direct connector solutions and provides specialized fabrication and welding services in support of offshore deepwater projects, including drilling and production risers, flowlines and pipeline end terminations, as well as ~~long length tubulars (up~~long-length tubular assemblies up to ~~300~~400 feet in ~~length) for use as caissons or pilings. This~~length. The Tubulars segment also ~~designs~~specializes in the development, manufacture and ~~manufactures~~supply of proprietary ~~equipment for use in our International and U.S. Services segments.~~drilling tool solutions that focus on improving drilling productivity through eliminating or mitigating traditional drilling operational risks.

The ~~Blackhawk~~CE segment provides ~~well construction~~specialty equipment to enhance the safety and ~~well intervention rental~~efficiency of rig operations. It provides specialized equipment, services and products ~~in addition to cementing tool expertise,~~utilized in the ~~U.S.~~construction of the wellbore in both onshore and ~~Mexican Gulf~~offshore environments. The product portfolio includes casing accessories that serve to improve the installation of ~~Mexico, onshore U.S.~~casing, centralization and wellbore zonal isolation, as well as enhance cementing operations through advance wiper plug and float equipment technology. The CE segment also provides services and products utilized in the construction, completion or abandonment of the wellbore. These solutions are primarily used to isolate portions of the wellbore through the setting of barriers downhole to allow for rig evacuation in case of inclement weather, maintenance work on other ~~select international locations.~~rig equipment, squeeze cementing, pressure testing within the wellbore, hydraulic fracturing and temporary and permanent abandonments. These offerings improve operational efficiencies and limit non-productive time if unscheduled events are encountered at the wellsite.

Revenue

We disaggregate our revenue from contracts with customers by geography for each of our segments, as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Intersegment revenue is immaterial.

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following tables presents our revenue disaggregated by geography, based on the location where our services were provided and products sold (in thousands):



	Three Months Ended September 30, 2019
	Tubular Running Services		Tubulars		Cementing Equipment		Consolidated
United States	$	34,903	$	10,148	$	20,044	$	65,095
International	67,374		2,371		5,577		75,322
Total Revenue	$	102,277	$	12,519	$	25,621	$	140,417

	Three Months Ended September 30, 2018
	Tubular Running Services		Tubulars		Cementing Equipment		Consolidated
United States	$	36,817	$	14,310	$	19,096	$	70,223
International	52,972		955		4,836		58,763
Total Revenue	$	89,789	$	15,265	$	23,932	$	128,986



	Nine Months Ended September 30, 2019
	Tubular Running Services		Tubulars		Cementing Equipment		Consolidated
United States	$	114,466	$	45,163	$	62,963	$	222,592
International	192,505		8,347		17,035		217,887
Total Revenue	$	306,971	$	53,510	$	79,998	$	440,479

	Nine Months Ended September 30, 2018
	Tubular Running Services		Tubulars		Cementing Equipment		Consolidated
United States	$	101,117	$	46,857	$	54,568	$	202,542
International	159,064		3,134		11,900		174,098
Total Revenue	$	260,181	$	49,991	$	66,468	$	376,640

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Revenue by geographic area were as follows (in thousands):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
United States	$	65,095	$	70,223	$	222,592	$	202,542
Europe/Middle East/Africa	41,071		30,064		116,126		91,154
Latin America	19,181		11,984		56,520		32,441
Asia Pacific	9,727		8,934		27,753		26,200
Other countries	5,343		7,781		17,488		24,303
Total Revenue	$	140,417	$	128,986	$	440,479	$	376,640

Adjusted EBITDA

~~FRANK’S INTERNATIONAL N.V.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~based~~equity-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~~ ~~nine months ended September 30, 2016~~ has been adjusted for investigation-related matters by $1.8 million and $5.1 million, respectively, as management believes removing the effect of these items allows for better comparability across periods.

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

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



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Segment Adjusted EBITDA:
Tubular Running Services	$	23,884		$	17,070		$	67,019		$	40,876
Tubulars	456			1,541			8,502			8,461
Cementing Equipment	3,031			1,972			9,854			7,074
Corporate ⁽¹⁾	(11,350		)	(8,967		)	(42,533		)	(36,001		)
	16,021			11,616			42,842			20,410
Interest income, net	563			866			1,757			2,419
Depreciation and amortization	(21,482		)	(26,998		)	(70,637		)	(84,160		)
Income tax (expense) benefit	(7,297		)	7,461			(20,370		)	1,901
Gain (loss) on disposal of assets	(603		)	2,242			(984		)	1,790
Foreign currency loss	(3,872		)	(879		)	(4,050		)	(3,442		)
TRA related adjustments	—			(1,170		)	220			(5,282		)
Charges and credits ⁽²⁾	(7,119		)	(137		)	(16,014		)	(8,471		)
Net loss	$	(23,789	)	$	(6,999	)	$	(67,236	)	$	(74,835	)

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


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


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

⁽³⁾

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

FRANK’S INTERNATIONAL N.V.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


⁽¹⁾	Includes certain expenses not attributable to a particular segment, such as costs related to support functions and corporate executives.

⁽²⁾

Comprised of Equity-based compensation expense (for the three months ended September 30, 2019 and 2018: $2,647 and $3,008, respectively, and for the nine months ended September 30, 2019 and 2018: $8,238 and $8,176, respectively), Mergers and acquisition expense (for the three months ended September 30, 2019 and 2018: NaN and NaN, respectively, and for the nine months ended September 30, 2019 and 2018: NaN and $58, respectively), Severance and other (charges) credits, net (for the three months ended September 30, 2019 and 2018: $(5,222) and $4,852, respectively, and for the nine months ended September 30, 2019 and 2018: $(6,492) and $2,483, respectively), Unrealized and realized gains (for the three months ended September 30, 2019 and 2018: $1,382 and $360, respectively, and for the nine months ended September 30, 2019 and 2018: $2,073 and $1,521, respectively) and Investigation-related matters (for the three months ended September 30, 2019 and 2018: $632 and $2,341, respectively, and for the nine months ended September 30, 2019 and 2018: $3,357 and $4,241, respectively).

The following tables set forth certain financial information with respect to our reportable segments (in thousands):



	Tubular Running Services			Tubulars			Cementing Equipment			Corporate			Total
Three Months Ended September 30, 2019
Revenue from external customers	$	102,277		$	12,519		$	25,621		$	—		$	140,417
Operating income (loss)	8,253			(377		)	(1,610		)	(21,069		)	(14,803		)
Adjusted EBITDA	23,884			456			3,031			(11,350		)	*

Three Months Ended September 30, 2018
Revenue from external customers	$	89,789		$	15,265		$	23,932		$	—		$	128,986
Operating income (loss)	4,099			46			(2,226		)	(15,510		)	(13,591		)
Adjusted EBITDA	17,070			1,541			1,972			(8,967		)	*

Nine Months Ended September 30, 2019
Revenue from external customers	$	306,971		$	53,510		$	79,998		$	—		$	440,479
Operating income (loss)	17,094			5,906			(4,744		)	(65,867		)	(47,611		)
Adjusted EBITDA	67,019			8,502			9,854			(42,533		)	*

Nine Months Ended September 30, 2018
Revenue from external customers	$	260,181		$	49,991		$	66,468		$	—		$	376,640
Operating income (loss)	(16,409		)	5,702			(5,981		)	(55,592		)	(72,280		)
Adjusted EBITDA	40,876			8,461			7,074			(36,001		)	*

International
Services

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

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

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

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


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

* Non-GAAP financial measure not disclosed.

~~Note 17—Supplemental Cash Flow Information~~

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

For the Nine Months Ended September 30,
2017 2016

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

our business strategy and prospects for growth;

our cash flows and liquidity;

our financial strategy, budget, projections and operating results;

the amount, nature and timing of capital expenditures;

the availability and terms of capital;

competition and government regulations; and

general economic conditions.

Our forward-looking statements are generally accompanied by words such as “anticipate,” “believe,” “estimate,” ~~“project,~~“expect,” “goal,” “plan,” “potential,” “predict,” ~~“believe,” “expect,” “anticipate,” “potential,” “plan,” “goal”~~“project,�� 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;

international trade laws and sanctions;

weather conditions and natural ~~disasters.~~disasters; and

policy or regulatory changes domestically in the United States.

These and other important factors that could affect our operating results and performance are described in (1) “Risk Factors” in Part II, Item IA1A 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,~~2018, filed with the SEC on February ~~24, 2017~~25, 2019 (our ~~"Annual Report"~~“Annual Report”), (3) our other reports and filings we make with the SEC from time to time and (4) other announcements we make from time to time. Should one or more of the risks or uncertainties described in the documents above or in this Form 10-Q occur, or should underlying assumptions prove incorrect, our actual results, performance, achievements or plans could differ materially from those expressed or implied in any forward-looking statements. All such forward-looking statements in this Form 10-Q are expressly qualified in their entirety by the cautionary statements in this section.

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

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

This section contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in any forward-looking statement because of various factors, including those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” of this Form 10-Q.

Overview of Business

We are a global provider of highly engineered tubular services, tubular fabrication and specialty well construction and well intervention solutions to the oil and gas industry and have been in business for over 7580 years. We provide our services and products to leading exploration and production companies in both offshore and onshore environments, with a focus on complex and technically demanding wells.

During the first quarter of 2019, the Company changed its reportable segment structure. Please see Note 16—Segment Information in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information. We conduct our business through ~~four~~three operating segments:

~~International Services.~~ ~~We currently provide our services in approximately 60~~

•

Tubular Running Services. The Tubular Running Services (“TRS”) segment provides tubular running services globally. Internationally, the TRS segment operates in the majority of the offshore oil and gas markets and also in several onshore regions with operations in approximately 50 countries on six continents. In the U.S., the TRS segment provides services in the active onshore oil and gas drilling regions, including the Permian Basin, Eagle Ford Shale, Haynesville Shale, Marcellus Shale and Utica Shale, and in the U.S. Gulf of Mexico. Our customers ~~in these international markets~~ are primarily large exploration and production companies, including international oil and gas companies, national oil and gas companies, major independents and other oilfield service companies.

•

Tubulars. The Tubulars segment designs, manufactures and distributes connectors and casing attachments for large outside diameter (“OD”) heavy wall pipe. Additionally, the Tubulars segment sells large OD pipe originally manufactured by various pipe mills, as plain end or fully fabricated with proprietary welded or thread-direct connector solutions and provides specialized fabrication and welding services in support of offshore deepwater projects, including drilling and production risers, flowlines and pipeline end terminations, as well as long-length tubular assemblies up to 400 feet in length. The Tubulars segment also specializes in the development, manufacture and supply of proprietary drilling tool solutions that focus on improving drilling productivity through eliminating or mitigating traditional drilling operational risks.

•

Cementing Equipment. The Cementing Equipment (“CE”) segment provides specialty equipment to enhance the safety and efficiency of rig operations. It provides specialized equipment, services and products utilized in the construction of the wellbore in both onshore and offshore environments. The product portfolio includes casing accessories that serve to improve the installation of casing, centralization and wellbore zonal isolation, as well as enhance cementing operations through advance wiper plug and float equipment technology. The CE segment also provides services and products utilized in the construction, completion or abandonment of the wellbore. These solutions are primarily used to isolate portions of the wellbore through the setting of barriers downhole to allow for rig evacuation in case of inclement weather, maintenance work on other rig equipment, squeeze cementing, pressure testing within the wellbore, hydraulic fracturing and temporary and permanent abandonments. These offerings improve operational efficiencies and limit non-productive time if unscheduled events are encountered at the wellsite.

Outlook

We have observed and expect to see increased customer spending globally on oil and natural gas exploration and production ~~companies, including integrated oil~~in response to the continued stabilization of commodity prices. Exploration and ~~gas companies~~development spending has started to shift toward offshore and ~~national oil~~internationally focused projects. Activity in the deep and ~~gas companies.~~

ultra-deep offshore markets is already benefiting from a modest improvement that is expected to continue through 2020. In certain markets, pricing associated with newly sanctioned offshore projects is anticipated to be marginally higher than recent trends. We anticipate the rate of spending on U.S. onshore projects to decrease in 2020 from 2019 levels as operators adjust budgets.

~~U.S. Services.~~ ~~We service customers~~In many international offshore shelf markets, we see increased activity as operators recognize improved economics at current commodity prices. Overall, we expect continued and modest improvement in both operator spend and activity through 2020 in the offshore ~~areas of~~and international markets, which will be offset by 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 increasesongoing retraction in U.S. onshore ~~activity~~spend and ~~profitability, commodity prices remain below levels necessary~~activity. Our client base continues to expand as drilling contractors and integrated service providers look for ~~meaningful increases in offshore activity, particularly in the markets of West Africa~~differentiated technology and efficiency-based solutions.

We will continue our efforts to expand our newer product lines that have been historically weighted to the U.S. ~~Gulf of Mexico. For the remainder of 2017, we expect~~offshore market 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~~with a focus on operational efficiency gains and prioritizing projects that improve market share and profitability. In furtherance of these efforts, we are undertaking a comprehensive review of our geographic footprint, ongoing initiatives, cost structure and asset base. We are undertaking this review to drive profitability improvements across the ~~next several quarters as we expand its operational footprint. In order to offset some~~organization, assess that required economic returns on assets and new technologies can be achieved, and ensure that the resources of the ~~declines in activity~~Company are being maximized given current 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 potentialexpected market conditions.

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

How We Evaluate Our Operations

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

Revenue

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

Adjusted EBITDA and Adjusted EBITDA Margin

We define Adjusted EBITDA as net income (loss) before interest income, net, depreciation and amortization, income tax benefit or expense, asset impairments, gain or loss on ~~sale~~disposal of assets, foreign currency gain or loss, equity-based compensation, unrealized ~~gain~~and realized gains or ~~loss,~~losses, the effects of the tax receivable agreement ~~("TRA"~~(“TRA”), other non-cash adjustments and other charges or credits. Adjusted EBITDA margin reflects our Adjusted EBITDA as a percentage of our ~~revenues.~~revenue. 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)~~rates and other charges ~~outside the normal course of business.~~and credits. 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"~~(“GAAP”). ~~Previously reported Adjusted EBITDA for the three and~~ ~~nine months ended September 30, 2016~~ has been adjusted for investigation-related matters by $1.8 million and $5.1 million, respectively, as management believes removing the effect of these items allows for better comparability across periods.

The following table presents a reconciliation of net loss to Adjusted EBITDA and Adjusted EBITDA margin ~~to net income (loss)~~ for each of the periods presented (in thousands):


	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2017			2016			2017			2016			2019			2018			2019			2018

Net income (loss)	$	2,296		$	(42,198	)	$	(50,317	)	$	(89,893	)
Net loss													$	(23,789	)	$	(6,999	)	$	(67,236	)	$	(74,835	)
Interest income, net	(1,019		)	(646		)	(2,170		)	(1,050		)	(563		)	(866		)	(1,757		)	(2,419		)
Depreciation and amortization	30,650			26,545			92,700			84,278			21,482			26,998			70,637			84,160
Income tax expense (benefit)	87,613			(6,800		)	72,419			(15,311		)	7,297			(7,461		)	20,370			(1,901		)
Gain on sale of assets	(829		)	(46		)	(2,091		)	(1,095		)
Foreign currency (gain) loss	(1,839		)	1,696			(3,184		)	5,907
Derecognition of the TRA liability ⁽¹⁾	(122,515		)	—			(122,515		)	—
(Gain) loss on disposal of assets													603			(2,242		)	984			(1,790		)
Foreign currency loss													3,872			879			4,050			3,442
TRA related adjustments													—			1,170			(220		)	5,282
Charges and credits⁽²⁾⁽¹⁾	7,616			20,151			22,231			37,241			7,119			137			16,014			8,471
Adjusted EBITDA	$	1,973		$	(1,298	)	$	7,073		$	20,077		$	16,021		$	11,616		$	42,842		$	20,410
Adjusted EBITDA margin	1.8		%	(1.2		)%	2.1		%	5.3		%	11.4		%	9.0		%	9.7		%	5.4		%


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

⁽²⁾

Comprised of Equity-based compensation expense (for the three months ended September 30, ~~2017~~2019 and ~~2016: $2,342~~2018: $2,647 and ~~$3,828,~~$3,008, respectively, and for the nine months ended September 30, ~~2017~~2019 and ~~2016: $11,458~~2018: $8,238 and ~~$12,356,~~$8,176, respectively), Mergers and acquisition expense (for the three months ended September 30, ~~2017~~2019 and ~~2016:~~2018: none and none, respectively, and for the nine months ended September 30, ~~2017~~2019 and ~~2016: $459~~2018: none and ~~none,~~$58, respectively), Severance and other charges (credits), net (for the three months ended September 30, ~~2017~~2019 and ~~2016: $1,648~~2018: $5,222 and ~~$14,534,~~$(4,852), respectively, and for the nine months ended September 30, ~~2017~~2019 and ~~2016: $2,386~~2018: $6,492 and ~~$18,858,~~$(2,483), respectively), Unrealized and realized ~~losses~~gains (for the three months ended September 30, ~~2017~~2019 and ~~2016: $1,123~~2018: $1,382 and ~~$10,~~$360, respectively, and for the nine months ended September 30, ~~2017~~2019 and ~~2016: $2,819~~2018: $2,073 and ~~$973,~~$1,521, respectively) and Investigation-related matters (for the three months ended September 30, ~~2017~~2019 and ~~2016: $2,503~~2018: $632 and ~~$1,779,~~$2,341, respectively, and for the nine months ended September 30, ~~2017~~2019 and ~~2016: $5,109~~2018: $3,357 and ~~$5,054,~~$4,241, 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

Safety is one of our primary core values. 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~~is reviewed on both a monthly and rolling twelve-month basis.

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

Consolidated Results of Operations

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

Three Months Ended Nine Months Ended
September 30, September 30,
2017 2016 2017 2016
(Unaudited)
Revenues:
Equipment rentals and services $ 92,547
$ 85,698
$ 272,402
$ 312,132
Products
15,536
19,416
64,071
67,414
Total revenue 108,083
105,114
336,473
379,546

Operating expenses:
Cost of revenues, exclusive of depreciation and amortization
Equipment rentals and services ⁽¹⁾
60,981
57,307
178,865
189,965
Products ⁽¹⁾
10,750
16,029
45,162
51,446
General and administrative expenses ⁽¹⁾
39,963
39,677
125,107
138,586
Depreciation and amortization 30,650
26,545
92,700
84,278
Severance and other charges 1,648
14,534
2,386
18,858
Gain on sale of assets (829 ) (46 ) (2,091 ) (1,095 )
Operating loss (35,080 ) (48,932 ) (105,656 ) (102,492 )

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

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 —
(5,216 ) —
(20,741 )

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


⁽¹⁾	For the three months ended September 30, 2016, $10,305 and $2,792 have been reclassified from general and administrative expenses to equipment rentals and services and products, respectively, and $34,598 and $8,852, respectively, for the ~~nine months ended September 30, 2016. See Note 1 - Basis of Presentation in the Notes to Unaudited Condensed Consolidated 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~~ ~~September 30, 2017~~ ~~Compared to Three Months Ended~~ ~~September 30, 2016~~

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

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

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

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

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

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

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

~~Revenues.~~ Revenues from external customers, excluding intersegment sales, for the nine months ended September 30, 2017 decreased by $43.1 million, or 11.3%, to $336.5 million from $379.5 million for the nine months ended September 30, 2016. The decrease was primarily attributable to lower revenues in 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 $51.9 million. Revenues for our segments are discussed separately below under the heading "Operating Segment Results."~~

~~Cost of revenues, exclusive of depreciation and amortization.~~ Cost of revenues for the nine months ended September 30, 2017 decreased by $17.4 million, or 7.2%, to $224.0 million from $241.4 million for the nine months ended September 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~~ ~~nine months ended September 30, 2017~~ ~~decreased by $13.5 million, or 9.7%, to $125.1 million from $138.6 million for the~~ ~~nine months ended September 30, 2016~~ ~~primarily due to bad debt expense recognized in 2016 related to difficulty in collecting certain receivables in 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 nine months ended September 30, 2017 decreased by $16.5 million, or 87.3%, to $2.4 million from $18.9 million for the nine months ended September 30, 2016 as a result of a higher workforce reduction in 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 nine months ended September 30, 2017 was $3.2 million as compared to a foreign currency loss for the nine months ended September 30, 2016 of $5.9 million. The improvement in foreign currency gain (loss) year-over-year was primarily driven by the weakening of the U.S. dollar against other currencies which positively impacted foreign currency gain (loss) for the nine months ended September 30, 2017 and the absence of the devaluation of the Nigerian Naira which negatively impacted foreign currency gain (loss) for the nine months ended September 30, 2016.

~~Income tax expense (benefit).~~ ~~Income tax expense for the nine months ended September 30, 2017 increased by $87.7 million to $72.4 million from a benefit of $15.3 million for the nine months ended September 30, 2016,~~ primarily as a result of recording valuation allowances against our net deferred tax assets. The deferred tax assets relate to net operating losses, outside basis differences in our partnership investment and other timing differences primarily associated with our U.S. operations.

~~Operating Segment Results~~

~~The following table presents revenues and Adjusted EBITDA by segment (in thousands):~~

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

Segment Adjusted EBITDA ⁽²⁾:

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



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
	(Unaudited)
Revenue:
Services	$	119,572		$	103,911		$	362,069		$	301,005
Products	20,845			25,075			78,410			75,635
Total revenue	140,417			128,986			440,479			376,640

Operating expenses:
Cost of revenue, exclusive of depreciation and amortization
Services ⁽¹⁾	86,745			74,769			255,769			219,819
Products⁽¹⁾	14,247			17,988			57,850			54,415
General and administrative expenses⁽¹⁾	26,921			29,916			96,358			94,799
Depreciation and amortization	21,482			26,998			70,637			84,160
Severance and other charges (credits), net	5,222			(4,852		)	6,492			(2,483		)
(Gain) loss on disposal of assets	603			(2,242		)	984			(1,790		)
Operating loss	(14,803		)	(13,591		)	(47,611		)	(72,280		)

Other income (expense):
TRA related adjustments	—			(1,170		)	220			(5,282		)
Other income, net	1,620			314			2,818			1,907
Interest income, net	563			866			1,757			2,419
Mergers and acquisition expense	—			—			—			(58		)
Foreign currency loss	(3,872		)	(879		)	(4,050		)	(3,442		)
Total other income (expense)	(1,689		)	(869		)	745			(4,456		)

Loss before income taxes	(16,492		)	(14,460		)	(46,866		)	(76,736		)
Income tax expense (benefit)	7,297			(7,461		)	20,370			(1,901		)
Net loss	$	(23,789	)	$	(6,999	)	$	(67,236	)	$	(74,835	)

⁽¹⁾

~~Amounts previously reported as Corporate and other of $159 and $361 for~~For the three months ended September 30, 2018, $7,610 and $1,433 have been reclassified from general and administrative expenses and cost of revenue, products, respectively, to cost of revenue, services. For the nine months ended September 30, ~~2016, respectively,~~2018, $21,809 and $4,059 have been reclassified from general and administrative expenses and cost of revenue, products, respectively, to ~~U.S. Services~~cost of revenue, services. See Note 1—Basis of Presentation in the Notes to ~~conform to the current presentation.~~Unaudited Condensed Consolidated Financial Statements.

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Revenue. Revenue from external customers, excluding intersegment sales, for the three months ended September 30, 2019 increased by $11.4 million, or 8.9%, to $140.4 million from $129.0 million for the three months ended September 30, 2018. The increase in revenue was primarily driven by improved results in the Tubular Running Services segment. Revenue for our segments is discussed separately below under the heading “Operating Segment Results.”

Cost of revenue, exclusive of depreciation and amortization. Cost of revenue for the three months ended September 30, 2019 increased by $8.2 million, or 8.9%, to $101.0 million from $92.8 million for the three months ended September 30, 2018. The increase was driven by higher activity levels and mix of work in the TRS and CE segments, partially offset by productivity and cost efficiency actions taken in prior periods.

General and administrative expenses. General and administrative expenses for the three months ended September 30, 2019 decreased by $3.0 million, or 10.0%, to $26.9 million from $29.9 million for the three months ended September 30, 2018 due to sales and use tax refunds received in the current period, as well as due to cost reduction efforts.

Depreciation and amortization. Depreciation and amortization for the three months ended September 30, 2019 decreased by $5.5 million, or 20.4%, to $21.5 million from $27.0 million for the three months ended September 30, 2018, as a result of a lower depreciable base due to decreased capital expenditures during the current and prior year, partially offset by increased intangible asset amortization expense.

Severance and other charges (credits), net. Severance and other charges (credits), net for the three months ended September 30, 2019 increased by $10.1 million, or 207.6%, to a charge of $5.2 million from a credit of $4.9 million for the three months ended September 30, 2018. Severance and other charges (credits), net for the three months ended September 30, 2018 was favorably impacted by the recovery of accounts receivable previously written off in Angola.Severance and other charges (credits), net for the three months ended September 30, 2019 was unfavorably impacted by a $4.0 million impairment charge associated with assets identified as held for sale during the quarter.

Foreign currency loss. Foreign currency loss for the three months ended September 30, 2019 increased by $3.0 million, or 340.5%, to $3.9 million from $0.9 million for the three months ended September 30, 2018. The change in foreign currency results year-over-year was primarily driven by increased strengthening of the U.S. dollar in the current period as compared to the prior year period, particularly in comparison to the Norwegian krone, Euro, and Brazilian real.

Income tax expense (benefit). Income tax expense (benefit) for the three months ended September 30, 2019 increased by $14.8 million to an expense of $7.3 million from a benefit of $7.5 million for the three months ended September 30, 2018, primarily as a result of a change in the jurisdictional sources of income, namely an increase in revenue in certain regions that apply withholding or revenue based taxes. In addition, the three months ending September 30, 2018 included additional tax benefit recorded to update the previous quarter’s activity to the most recent estimated effective tax rate. We are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenue rather than profits) and withholding taxes based on revenue; consequently, the relationship between our pre-tax income from operations and our income tax provision varies from period to period based on the overall effective tax rate for all jurisdictions in which we operate.

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Revenue. Revenue from external customers, excluding intersegment sales, for the nine months ended September 30, 2019 increased by $63.8 million, or 16.9%, to $440.5 million from $376.6 million for the nine months ended September 30, 2018. Revenue increased across all segments. Revenue for our segments is discussed separately below under the heading “Operating Segment Results.”

Cost of revenue, exclusive of depreciation and amortization. Cost of revenue for the nine months ended September 30, 2019 increased by $39.4 million, or 14.4%, to $313.6 million from $274.2 million for the nine months ended September 30, 2018. The increase was driven by higher activity levels and mix of work in the TRS and CE segments, partially offset by productivity and cost efficiency actions taken in 2018.

General and administrative expenses. General and administrative expenses for the nine months ended September 30, 2019 increased by $1.6 million, or 1.6%, to $96.4 million from $94.8 million for the nine months ended September 30, 2018 due to increased insurance costs driven by a premium adjustment in the first quarter of 2019, which was partially offset by sales and use tax refunds received during the third quarter of 2019.

Depreciation and amortization. Depreciation and amortization for the nine months ended September 30, 2019 decreased by $13.5 million, or 16.1%, to $70.6 million from $84.2 million for the nine months ended September 30,

2018, as a result of a lower depreciable base due to decreased capital expenditures during the current and prior year, partially offset by increased intangible asset amortization expense.

Severance and other charges (credits), net. Severance and other charges (credits), net for the nine months ended September 30, 2019 increased by $9.0 million, or 361.5%, to a charge of $6.5 million from a credit of $2.5 million for the nine months ended September 30, 2018. Severance and other charges (credits), net for the nine months ended September 30, 2018 was favorably impacted by the recovery of accounts receivable previously written off in Angola.Severance and other charges (credits), net for the nine months ended September 30, 2019 was unfavorably impacted by a $4.0 million impairment charge associated with assets identified as held for sale during the third quarter of 2019.

Foreign currency loss. Foreign currency loss for the nine months ended September 30, 2019 increased by $0.6 million, or 17.7%, to $4.1 million from $3.4 million for the nine months ended September 30, 2018. The change in foreign currency results year-over-year was primarily driven by increased strengthening of the U.S. dollar in the current period as compared to the prior year period, particularly in comparison to the Norwegian krone, Euro, and Brazilian real.

Income tax expense (benefit). Income tax expense (benefit) for the nine months ended September 30, 2019 increased by $22.3 million to an expense of $20.4 million from a benefit of $1.9 million for the nine months ended September 30, 2018. The change is primarily due to an increase in taxable income earned in jurisdictions applying revenue-based tax rates. In addition, the nine months ending September 30, 2019 included expense related to recording additional valuation allowances related to certain indefinite-lived intangibles. We are subject to many U.S. and foreign tax jurisdictions and many tax agreements and treaties among the various taxing authorities. Our operations in these jurisdictions are taxed on various bases such as income before taxes, deemed profits (which is generally determined using a percentage of revenue rather than profits) and withholding taxes based on revenue; consequently, the relationship between our pre-tax income from operations and our income tax provision varies from period to period based on the overall effective tax rate for all jurisdictions in which we operate.

Operating Segment Results

The following table presents revenue and Adjusted EBITDA by segment (in thousands):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2019			2018			2019			2018
Revenue:
Tubular Running Services	$	102,277		$	89,789		$	306,971		$	260,181
Tubulars	12,519			15,265			53,510			49,991
Cementing Equipment	25,621			23,932			79,998			66,468
Total	$	140,417		$	128,986		$	440,479		$	376,640

Segment Adjusted EBITDA ⁽¹⁾:
Tubular Running Services	$	23,884		$	17,070		$	67,019		$	40,876
Tubulars	456			1,541			8,502			8,461
Cementing Equipment	3,031			1,972			9,854			7,074
Corporate ⁽²⁾	(11,350		)	(8,967		)	(42,533		)	(36,001		)
	$	16,021		$	11,616		$	42,842		$	20,410


⁽²⁾⁽¹⁾	Adjusted EBITDA is a supplemental non-GAAP financial measure that is used by management and external users of our financial statements, such as industry analysts, investors, lenders and rating agencies. (For a reconciliation of our Adjusted EBITDA, see ~~"Adjusted~~“Adjusted EBITDA and Adjusted EBITDA ~~Margin"~~Margin”).


⁽²⁾	Includes certain expenses not attributable to a particular segment, such as costs related to support functions and corporate executives.

Three Months Ended September 30, ~~2017~~2019 Compared to Three Months Ended September 30, ~~2016~~2018

~~International~~Tubular Running Services

Revenue for the ~~International Services~~TRS segment ~~increased by $2.7~~was $102.3 million for the three months ended September 30, 2019, an increase of $12.5 million, or 13.9%, compared to $89.8 million for the same period in 2018, primarily due to activity improvements in Africa, Europe and the Gulf of Mexico.

Adjusted EBITDA for the TRS segment was $23.9 million for the three months ended September 30, ~~2017,~~2019, an increase of $6.8 million, or ~~5.3%~~39.9%, compared to $17.1 million for the same period in ~~2016, primarily due to an increase~~2018. Segment results were positively impacted by activity improvements in ~~Middle East onshore activity, European offshore shelf activity,~~Africa, Europe and ~~increased offshore activity in Latin America and Canada, partially offset by declines in revenue attributable to~~ the ~~Africa and Asia Pacific regions.~~Gulf of Mexico.

~~Adjusted EBITDA~~Tubulars

Revenue for the ~~International Services~~Tubulars segment ~~increased by $6.6~~was $12.5 million for the three months ended September 30, ~~2017,~~2019, a decrease of $2.7 million, or ~~146.1%~~18.0%, compared to $15.3 million for the same period in ~~2016,~~2018, primarily ~~driven by increased revenue as well as lower expenses in 2017~~ due to ~~cost cutting measures.~~lower tubular sales during the current period. Tubular product sales were lower primarily as a result of customer drilling schedule changes in the U.S. Gulf of Mexico.

~~U.S. Services~~

~~Revenue~~Adjusted EBITDA for the ~~U.S. Services~~Tubulars segment ~~decreased by $5.0~~was $0.5 million for the three months ended September 30, ~~2017,~~2019, a decrease of $1.1 million, or ~~14.7%~~70.4%, compared to $1.5 million for 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 activity2018, primarily due to ~~rig cancellations and delays in~~ the ~~Gulf of Mexico, coupled with downward pricing pressures.~~lower tubular sales revenue during the current period.

~~Adjusted EBITDA~~Cementing Equipment

Revenue for the ~~U.S. Services~~CE segment ~~decreased by $5.3~~was $25.6 million for the three months ended September 30, ~~2017,~~2019, an increase of $1.7 million, or ~~88.9%~~7.1%, compared to $23.9 million for the same period in ~~2016 due to overall lower offshore~~2018, driven by increased drilling activity and market share in the U.S. Gulf of Mexico and increased ~~pricing pressures partially offset by higher~~international activity in ~~our onshore services.~~new and existing markets.

~~Tubular Sales~~

~~Revenue~~Adjusted EBITDA for the ~~Tubular Sales~~CE segment ~~decreased by $12.3~~was $3.0 million for the three months ended September 30, ~~2017,~~2019, an increase of $1.1 million, or ~~61.6%~~53.7%, compared to $2.0 million for the same period in ~~2016~~2018, primarily due to improved operational results, particularly in offshore international markets and the U.S. offshore market, as well as lower ~~deepwater activity in the Gulf of Mexico and delays in projects.~~costs.

Corporate

Adjusted EBITDA for ~~the Tubular Sales segment decreased by $1.5~~Corporate was a loss of $11.4 million for the three months ended September 30, ~~2017,~~2019, an unfavorable change of $2.4 million, or 26.6%, compared to a loss of $9.0 million for the same period in ~~2016~~2018, primarily due to ~~the decrease in revenue, which was partially offset by lower expenses due to reduced activity~~higher professional fees and ~~cost cutting measures.~~compensation related expenses.

~~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~~2019 Compared to Nine Months Ended September 30, ~~2016~~2018

~~International~~Tubular Running Services

Revenue for the ~~International Services~~TRS segment ~~decreased by $37.6~~was $307.0 million for the nine months ended September 30, ~~2017~~2019, an increase of $46.8 million, or ~~19.6%~~18.0%, compared to $260.2 million for the same period in ~~2016, primarily due to depressed oil~~2018. The increase was driven by activity improvements in the U.S., Latin America, Africa, 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. This was~~ partially offset by ~~improved revenue~~lower activity levels in ~~the Middle East due to increased onshore activity.~~Canada.

Adjusted EBITDA for the ~~International Services~~TRS segment ~~decreased by $6.3~~was $67.0 million for the nine months ended September 30, ~~2017~~2019, an increase of $26.1 million, or ~~19.8%~~64.0%, compared to $40.9 million for the same period in ~~2016 primarily due to~~2018. Segment results were positively impacted by activity improvements in Africa, 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 VenezuelaU.S., Europe 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.~~Latin America.

~~U.S. Services~~

Tubulars

Revenue for the ~~U.S. Services~~Tubulars segment ~~decreased by $30.0~~was $53.5 million for the nine months ended September 30, ~~2017~~2019, an increase of $3.5 million, or ~~25.0%~~7.0%, compared to $50.0 million for the same period in ~~2016. Onshore services revenue increased by $12.0 million~~2018, primarily as a result of ~~improved~~higher drilling tools activity, ~~from increased rig counts. The offshore business saw a decrease in revenue of $42.0 million as a result of overall~~partially offset by lower ~~activity due to rig cancellations and delays in~~tubular sales during the ~~Gulf of Mexico, coupled with downward pricing pressures.~~current period.

Adjusted EBITDA for the ~~U.S. Services~~Tubulars segment ~~decreased by $14.8~~was $8.5 million for both the nine months ended September 30, ~~2017~~ ~~compared to the same period in 2016 primarily due to lower~~2019 and 2018. Higher drilling tools activity ~~in our offshore services, partially~~was offset by ~~an increase in onshore services activity.~~lower tubular sales during the current period.

~~Tubular Sales~~Cementing Equipment

Revenue for the ~~Tubular Sales~~CE segment ~~decreased by $27.4~~was $80.0 million for the nine months ended September 30, ~~2017~~2019, an increase of $13.5 million, or ~~40.2%~~20.4%, compared to $66.5 million for the same period in ~~2016 primarily as a result of lower deepwater activity~~2018, driven by expansion to international markets, increased market share and product sales in the U.S. Gulf of Mexico ~~which more than offset higher revenue~~and improved market share in ~~our international markets.~~the U.S. onshore market.

Adjusted EBITDA for the ~~Tubular Sales~~CE segment ~~increased by $0.4~~was $9.9 million for the nine months ended September 30, ~~2017~~2019, an increase of $2.8 million, or 39.3%, compared to $7.1 million for the same period in ~~2016 as it was positively impacted by cost cutting measures undertaken during 2016.~~2018, primarily due to improved operational results, particularly in offshore international markets and the U.S. onshore market.

~~Blackhawk~~Corporate

~~The Blackhawk segment is comprised solely of the assets we acquired on November 1, 2016. Revenues and~~ Adjusted EBITDA for ~~the segment were $51.9 million and $7.7~~Corporate was a loss of $42.5 million for the nine months ended September 30, ~~2017~~. ~~See Note 3 - Acquisition~~2019, an unfavorable change of $6.5 million, or 18.1%, compared to a loss of $36.0 million for the same period in 2018, primarily due to increased insurance costs driven by a premium adjustment, as well as higher professional fees and ~~Divestitures in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information on our Blackhawk acquisition.~~compensation related expenses.

Liquidity and Capital Resources

Liquidity

At September 30, ~~2017,~~2019, we had cash and cash equivalents ~~and short-term investments~~ of ~~$293.9~~$190.5 million and debt of ~~$0.1~~$0.5 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 atto be approximately $40.0 million ~~for 2017. We~~in 2019, of which we expect ~~to spend~~ approximately ~~$22.0 million~~65% will be used for the purchase and manufacture of equipment and ~~$18.0 million~~35% 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.~~conditions and timing of deliveries. During the nine months ended September 30, ~~2017~~2019 and ~~2016, capital~~2018, cash expenditures related to property, plant and equipment and intangibles were ~~$18.6~~$27.0 million and ~~$29.8~~$14.6 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.~~2019.

We paid dividends on our common stock of $50.4 million, or $0.225 per common share during the nine months ended September 30, 2017. On October 27, 2017, the Board of Managing Directors of the Company, with the approval from the Board of Supervisory Directors of the Company, approved a plan to suspend the Company’s quarterly dividend in order to preserve capital for various purposes, including to invest in growth opportunities.

Credit Facility

~~We have~~Asset Based Revolving Credit Facility

On November 5, 2018, FICV, Frank’s International, LLC and Blackhawk, as borrowers, and FINV, certain of FINV’s subsidiaries, including FICV, Frank’s International, LLC, Blackhawk, Frank’s International GP, LLC, Frank’s International, LP, Frank’s International LP B.V., Frank’s International Partners B.V., Frank’s International Management B.V., Blackhawk Intermediate Holdings, LLC, Blackhawk Specialty Tools, LLC, and Trinity Tool Rentals, L.L.C., as guarantors, entered into a ~~$100.0 million~~five-year senior secured revolving credit facility (the “ABL Credit Facility”) with ~~certain~~JPMorgan Chase Bank, N.A., as administrative agent (the “ABL Agent”), and other financial institutions as lenders with total commitments of $100.0 million including up to ~~$20.0~~$15.0 million inavailable for letters of ~~credit and up to $10.0 million in swingline loans, which matures in August 2018 (the “Credit Facility”).~~credit. Subject to the terms of the ABL Credit Facility, we have the ability to increase the commitments to ~~$150.0~~$200.0 million. At September 30, 2017 and December 31, 2016, we had $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 toThe maximum amount that the Company may borrow under the ABL Credit Facility ~~has been reduced~~is subject to ~~approximately $30 million as~~ a ~~result~~borrowing base, which is based on a percentage of ~~our decreased Adjusted EBITDA. Our borrowing capacity~~certain eligible accounts receivable and eligible inventory, subject to customary reserves and other adjustments.

the assets and property of the borrowers and guarantors, including pledges of equity interests in certain of FINV’s subsidiaries, subject to certain exceptions. Borrowings under the ABL Credit Facility bear interest at ~~our~~FINV’s option at either ~~a base rate or an adjusted Eurodollar rate.~~(a) the Alternate Base ~~rate loans under~~Rate (“ABR”) (as defined therein), calculated as the ~~Credit Facility bear interest at a rate equal to the higher~~greatest of (i) the ~~prime~~ rate ~~as published in~~of interest publicly quoted by the Wall Street Journal, as the “prime rate,” subject to each increase or decrease in such prime rate effective as of the date such change occurs, (ii) the ~~Federal Funds Effective Rate~~federal funds effective rate that is subject to a 0.00% interest rate floor plus 0.50% or, and (iii) the ~~adjusted Eurodollar rate~~one-month Adjusted LIBO Rate (as defined therein) plus 1.00%, or (b) the Adjusted LIBO Rate, 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. The applicable interest rate margin ~~ranging~~ranges from 1.00% to 1.50% per annum for ABR loans and 2.00% to 2.50%~~. Interest is payable at the end of applicable interest periods~~ per annum for Eurodollar loans ~~except that if the interest period for a Eurodollar loan~~and, in each case, is ~~longer than three months, interest is paid at the end of each three-month period.~~based on FINV’s leverage ratio. The unused portion of the ABL Credit Facility is subject to a commitment fee ~~ranging~~that varies from 0.250% to 0.375% ~~based~~per annum, according to average daily unused commitments under the ABL Credit Facility. Interest on ~~certain leverage ratios.~~Eurodollar loans is payable at the end of the selected interest period, but no less frequently than quarterly. Interest on ABR loans is payable monthly in arrears.

The ABL Credit Facility contains various covenants ~~that,~~and restrictive provisions which limit, subject to certain customary exceptions and thresholds, FINV’s ability to, among other things, ~~limit our ability to grant certain liens,~~(1) enter into asset sales; (2) incur additional indebtedness; (3) make ~~certain~~investments, acquisitions, or loans and ~~investments, enter into mergers~~create or ~~acquisitions, enter into hedging transactions, change our lines of business, prepay~~incur liens; (4) pay certain ~~indebtedness, enter into certain affiliate transactions, incur additional indebtedness~~dividends or make other distributions and (5) engage in ~~certain asset dispositions.~~

transactions with affiliates. The ABL Credit Facility also requires FINV to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 based on the ratio of (a) consolidated EBITDA (as defined therein) minus unfinanced capital expenditures to (b) Fixed Charges (as defined therein), when either (i) an event of default occurs under the ABL Credit Facility or (ii) availability under the ABL Credit Facility falls for at least two consecutive calendar days below the greater of (A) $12.5 million and (B) 15% of the lesser of the borrowing base and aggregate commitments (a “FCCR Trigger Event”). Accounts receivable received by FINV’s U.S. subsidiaries that are parties to the ABL Credit Facility will be deposited into deposit accounts subject to deposit control agreements in favor of the ABL Agent. After a FCCR Trigger Event, these deposit accounts would be subject to “springing” cash dominion. After a FCCR Trigger Event, the Company will be subject to compliance with the fixed charge coverage ratio and “springing” cash dominion until no default exists under the ABL Credit Facility and availability under the facility for the preceding thirty consecutive days has been equal to at least the greater of (x) $12.5 million and (y) 15% of the lesser of the borrowing base and the aggregate commitments. If FINV fails to perform its obligations under the agreement that results in an event of default, the commitments under the ABL Credit Facility could be terminated and any outstanding borrowings under the ABL Credit Facility may be declared immediately due and payable. The ABL Credit Facility also contains ~~financial covenants, which, among~~cross default provisions that apply to FINV’s 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 2.5 to 1.0 and (ii) a ratio of EBITDA to interest expense of not less than 3.0 to 1.0.indebtedness.

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.

As of September 30, ~~2017, we were in compliance with~~2019, FINV had no borrowings outstanding under the ~~covenants included in the~~ABL Credit ~~Agreement.~~Facility, letters of credit outstanding of $6.5 million and availability of $55.0 million.

~~Citibank Credit Facility~~Insurance Notes Payable

In ~~2016,~~2018, 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.~~note to finance our annual insurance premiums totaling $6.8 million. 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 bearnote bears interest at ~~1.5% per annum. As~~an annual rate of 3.9% with a final maturity date in October 2019. At September 30, ~~2017~~2019 and December 31, ~~2016, we had $2.5~~2018, the outstanding balance was $0.5 million and ~~$2.2~~$5.6 million, ~~in letters of credit outstanding.~~respectively.

Tax Receivable Agreement

We entered into a tax receivable agreement ~~(the “TRA”)~~ with ~~Frank's~~Frank’s International C.V. ~~("FICV"~~(“FICV”) and Mosing Holdings, LLC ("(“Mosing ~~Holdings"~~Holdings”) in connection with our initial public offering ~~("IPO"~~(“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"~~“cash savings”) as a result of (i) the tax basis increases resulting from the transfer of FICV interests to us in connection with the conversion of shares of Preferred Stock into shares of our common stock on August 26, 2016 and (ii) imputed

interest deemed to be paid by us as a result of, and additional tax basis arising from, payments under the TRA. As of October 31, 2019, the Mosing family collectively owns 123,919,840, or 55%, of our common shares.

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

If we elect to execute our sole right to terminate the TRA early, we would be required to make an immediate payment equal to the present value of the anticipated future tax benefits subject to the TRA (based upon certain assumptions and deemed events set forth in the TRA, including the assumption that it has sufficient taxable income to fully utilize such benefits and that any FICV interests that 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 -~~ 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)~~from our operations, investing and financing activities are summarized below (in thousands):


	Nine Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2019			2018
Operating activities	$	24,585		$	27,846		$	8,485		$	(35,394	)
Investing activities	(57,243		)	(17,362		)	(191		)	(9,215		)
Financing activities	(51,634		)	(79,831		)	(5,416		)	(4,636		)
	(84,292		)	(69,347		)	2,878			(49,245		)
Effect of exchange rate changes on cash	(1,896		)	(3,162		)	2,684			2,357
Net decrease in cash and cash equivalents	$	(86,188	)	$	(72,509	)
Net increase (decrease) in cash, cash equivalents and restricted cash							$	5,562		$	(46,888	)

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 provided by operating activities was ~~$24.6~~$8.5 million for the nine months ended September 30, ~~2017~~2019 compared to cash flow ~~provided by~~used in operating activities of ~~$27.8~~$35.4 million for the same period in ~~2016.~~2018. The ~~decrease~~change in cash flow ~~provided by~~from operating activities of $43.9 million was primarily due to ~~lower activity as~~ a ~~result~~reduced net loss year-over-year of ~~depressed oil~~$7.6 million and ~~gas prices, which resulted in a decrease in~~favorable accounts receivable changes of ~~$58.1 million and inventories of $13.9~~$47.1 million, partially offset

by ~~a decrease~~an unfavorable change in ~~accrued expenses and other current liabilities~~inventory of ~~$37.8 million, deferred revenue of $20.4 million and other non-current liabilities of $8.7~~$10.7 million.

Investing Activities

Cash flow used in investing activities was ~~$57.2~~$0.2 million for the nine months ended September 30, ~~2017~~2019 compared to $~~17.4~~9.2 million in the same period in ~~2016.~~2018. The change in cash flow from investing activities of $9.0 million was driven by an increase in net proceeds from investments of $25.5 million, partially offset by a $12.4 million increase in the purchases of property, plant, equipment and intangibles and a decrease in proceeds from the sale of assets of $4.1 million.

Financing Activities

Cash flow used in financing activities was $5.4 million for the nine months ended September 30, 2019 compared to $4.6 million in the same period in 2018. The increase in cash flow used in investing activities was primarily related to the purchase of investments of $59.8 million, partially offset by lower purchases of property, plant and equipment of $11.2 million and higher proceeds from the sale of assets of $8.5 million during the nine months ended September 30, 2017.

~~Financing Activities~~

~~Cash flow used in~~ financing activities ~~was $51.6~~of $0.8 million ~~for the~~ ~~nine months ended September 30, 2017~~ ~~compared to~~ ~~$79.8 million~~ ~~in the same period in 2016. The decrease in cash flow used in financing activities~~ was ~~primarily~~ due to ~~lower dividend payments~~increased repayment of ~~$11.9 million, the absence of a payment to our noncontrolling interest of $8.0 million made in the nine months ended September 30, 2016, and lower repayments on~~ borrowings of ~~$6.9~~$0.8 million.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

There were no changes to our significant accounting policies from those disclosed in our Annual ~~Report.~~Report with the exception of leases. Please see Note 2—Leases in the Notes to Unaudited Condensed Consolidated Financial Statements.

Impact of Recent Accounting Pronouncements

Refer to Note ~~1 -~~ 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.~~Report. Except for the change below, our exposure to market risk has not changed materially since December 31, ~~2016.~~2018.

We account for our derivative activities under the accounting guidance for derivatives and hedging. Derivatives are recognized on the condensed consolidated balance sheets at fair value. Although the derivative contracts will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts for hedge accounting treatment. Accordingly, any changes in the fair value of the derivative instruments during a period will be included in our condensed consolidated statements of operations. Based on the derivative contracts that were in place as of September 30, ~~2017,~~2019, a simultaneous 10% weakening of the U.S. dollar as compared to the Canadian dollar, Euro, Norwegian krone, and Pound sterling would result in a ~~$2.4~~$3.6 million decrease in the market value of our forward contracts. Please see ~~Item 1.~~Note 11—Derivatives in the Notes to Unaudited Condensed Consolidated Financial Statements ~~- Note 11 - Derivatives~~ for additional information regarding our foreign currency derivative contracts outstanding in U.S. dollars as of September 30, ~~2017.~~2019.

Item 4. Controls and Procedures


(a)	Evaluation of Disclosure Controls and Procedures.

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure, and such information is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of September 30, ~~2017~~2019 at the reasonable assurance level.


(b)	Change in Internal Control Over Financial Reporting.

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, ~~2017,~~2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are conducting an internal investigation of the operations of certain of our foreign subsidiaries in West Africa including possible violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), 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 (“SEC”), the ~~United States~~U.S. Department of Justice (“DOJ”) and other governmental entities. It is our intent to continue 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.

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 exhibits required to be filed by Item 6 are set forth in 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.~~included below.

~~SIGNATURES~~

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



		~~FRANK'S INTERNATIONAL N.V.~~

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

EXHIBIT INDEX



Exhibit Number	Description
3.1	Deed of Amendment to Articles of Association of ~~Frank's~~Frank’s International N.V., dated May 19, ~~2016~~2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-36053), filed on May 25, 2017).
*†10.1	~~Frank's International N.V. 2013 Long-Term Incentive Plan Employee Restricted Stock Unit Agreement (Supplemental Grant Form).~~
*†10.2	~~Employment Offer Letter for Michael C. Kearney~~Separation Agreement and Release, dated as of June 24, 2019 and effective as of ~~September 26, 2017.~~
*†10.3	~~Separation Agreement~~July 1, 2019, by and between ~~Douglas G. Stephens, Frank’s International, LLC~~Kyle McClure and Frank’s International N.V. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (File No. 001-36053), ~~dated October 5, 2017.~~ filed on August 6, 2019).
*31.1	*31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 (a) under the Securities Exchange Act of 1934.
*31.2	*31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
**32.1	Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
**32.2	Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
*101.INS	XBRL Instance ~~Document.~~Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*101.SCH	Inline XBRL Taxonomy Extension Schema Document.
*101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
*101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
*101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


†	Represents management contract or compensatory plan or arrangement.


*	Filed herewith.


**	Furnished herewith.

SIGNATURES

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



			FRANK’S INTERNATIONAL N.V.

Date:	November 5, 2019	By:	/s/ Melissa Cougle
			Melissa Cougle
			Senior Vice President and Chief Financial Officer
			(Principal Financial Officer)



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



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



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



	Estimated Useful Lives in Years	September 30, 2017			December 31, 2016
Land	—	$	16,491		$	15,730
Land improvements	8-15	9,346			9,379
Buildings and improvements ⁽¹⁾	39	119,971			73,211
Rental machinery and equipment	7	930,443			933,667
Machinery and equipment - other	7	56,321			60,182
Furniture, fixtures and computers	5	26,280			19,073
Automobiles and other vehicles	5	32,621			36,796
Aircraft	7	—			16,267
Leasehold improvements ⁽¹⁾	7-15, or lease term if shorter	9,870			8,027
Construction in progress - machinery and equipment and buildings ⁽¹⁾	—	68,066			120,937
		1,269,409			1,293,269
Less: Accumulated depreciation		(771,625		)	(726,245		)
Total property, plant and equipment, net		$	497,784		$	567,024



	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




⁽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



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

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

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

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



	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