UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 1, 2018
FTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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333-215998 |
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30-0780081 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
777 Main Street, Suite 2900
Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (817) 862-2000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 2.02. Results of Operations and Financial Condition.
The following information is intended to be furnished under Item 2.02 of Form 8-K, Results of Operations and Financial Condition. This information shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this report, regardless of any general incorporation language in the filing. In a press release dated March 1, 2018, FTS International, Inc. (the Company) announced financial results for the Companys fiscal year and fourth quarter ended December 31, 2017. The full text of the press release is furnished herewith as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being furnished herewith:
Exhibit |
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Exhibit Description |
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99.1 |
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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 hereunto duly authorized.
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FTS INTERNATIONAL, INC. | |
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By: |
/s/ Lance Turner |
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Name: Lance Turner |
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Title: Chief Financial Officer and Treasurer |
Date: March 1, 2018
FTS INTERNATIONAL ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2017 FINANCIAL AND OPERATIONAL RESULTS
March 1, 2018
FORT WORTH, TEXAS(BUSINESS WIRE) FTS International, Inc. (FTSI or the Company) today reported fourth quarter and full-year 2017 financial and operational results.
Recent Highlights
· Revenue of $458.7 million and net income of $92.9 million for the fourth quarter of 2017, up from revenue of $449.0 million and net income of $83.6 million for the third quarter
· Adjusted EBITDA of $138.5 million in the fourth quarter of 2017, up from $127.4 million for the third quarter
· Revenue of $1,466.1 million and net income of $200.7 million for the full-year ended December 31, 2017, up from revenue of $532.2 million and net loss of $188.5 million for the full-year ended December 31, 2016
· Adjusted EBITDA of $372.7 million for the full-year ended December 31, 2017, up from adjusted EBITDA of $(50.8) million for the full-year ended December 31, 2016
· Completed an initial public offering on February 6, 2018 with net proceeds after estimated expenses to FTSI (including net proceeds from exercise of over-allotment option) of approximately $303 million that was used to repay debt
· Entered into a $250 million asset-based revolving credit facility
Year in Review from Michael Doss, CEO
2017 was a breakout year for FTSI and we are extremely proud of what our team was able to accomplish. We increased our active fleet base by over 55% in 2017, all while maintaining our outstanding safety record and achieving the highest efficiency for our customers.
Despite some weather-related disruptions in the first quarter of 2018, market conditions and ongoing discussions with our customers lead us to believe that 2018 will be another year of strong pressure pumping demand.
Operational Highlights
Our average active fleets during the fourth quarter was 26.2, up 1.4 from the third quarter. We ended 2017 with 27 active fleets and five inactive fleets. We estimate the cost to reactivate our five inactive fleets will be approximately $6.9 million per fleet, including capital expenditures, repairs charged as operating expense, labor costs, and other operating expenses. Subsequent to December 31, 2017, we activated our 28th fleet and are in the process of activating additional fleets as customer demand dictates. We expect to deploy the remaining inactive fleets in 2018.
We completed 8,248 stages during the fourth quarter, or 314.8 stages per active fleet.
During the fourth quarter of 2017, we purchased components that can be used to build two additional fleets, which we expect to complete in 2018. Once completed, our total available fleet size will increase from 32 fleets to 34 fleets, representing a total of 1.7 million hydraulic horsepower. We expect the total cost of these two additional fleets to be approximately $50 million.
Liquidity and Capital Resources
Capital expenditures totaled $30.6 million for the fourth quarter and $64.0 million for the full year 2017. During the fourth quarter, we paid approximately $10 million of the estimated $50 million related to the construction of two new fleets. Capital expenditures related to the reactivation of idle equipment totaled approximately $5 million in the fourth quarter.
On February 6, 2018, we completed an initial public offering of 22.4 million shares of common stock, including 4.3 million shares offered by a selling stockholder, at a price of $18.00 per share. The Company received approximately $303 million in net proceeds after underwriting discounts and commissions and estimated offering expenses. The proceeds of this offering allowed us to redeem the entire balance of our Floating Rate Notes due 2020.
In addition, we utilized cash on hand and cash generated by the business to reduce the balance of our Term Loan due 2021 by $50 million in February 2018.
The principal amount of debt outstanding as of December 31, 2017 was $1,130.0 million. As a result of the initial public offering and cash generated by the business, we have reduced our indebtedness by $345 million as of the date of this release since year-end 2017 and by over $420 million since year-end 2016. We estimate our annualized cash interest has been reduced by approximately $35 million as a result of these debt reductions.
In conjunction with the reduction of debt, we also entered into a $250 million asset-based revolving credit facility executed on February 22, 2018.
FTS Internationals CFO, Lance Turner, commented: We are pleased to announce the first step toward establishing a long-term, sustainable capital structure for FTSI. The new ABL facility, along with the de-leveraging, provides us with greater financial flexibility to continue to execute our strategy into the future.
Conference Call
The Company will host a conference call to discuss the financial results at 9:00 a.m. Central Time (10:00 a.m. Eastern Time) on Friday, March 2, 2018. Presenting the Companys results will be Michael Doss, Chief Executive Officer, Buddy Peterson, Chief Operating Officer and Lance Turner, Chief Financial Officer.
Individuals wishing to participate in the conference call should dial (800) 920-4316 or (212) 231-2907 for international callers. For interested individuals unable to join by telephone, a replay will be available shortly after the call and can be accessed by dialing (800) 633-8284, or for international callers (402) 977-
9140, and entering the passcode 21883903. Interested parties are encouraged to dial-in 10-15 minutes prior to the start of the conference call. The replay will be available for 3 weeks.
About FTS International, Inc.
FTS International, Inc. is one of the largest providers of hydraulic fracturing services in North America. Our services enhance hydrocarbon flow from oil and natural gas wells drilled by exploration and production companies in shale and other unconventional resource formations.
Non-GAAP Financial Measures
Adjusted EBITDA is a non-GAAP financial measure that we define as earnings before interest; income taxes; and depreciation and amortization, as well as, the following items, if applicable: gain or loss on disposal of assets; debt extinguishment gains or losses; inventory write-downs, asset and goodwill impairments; gain on insurance recoveries; acquisition earn-out adjustments; stock-based compensation; and acquisition or disposition transaction costs. The most comparable financial measure to Adjusted EBITDA under GAAP is net income or loss. Adjusted EBITDA is used by management to evaluate the operating performance of our business for comparable periods and it is a metric used for management incentive compensation. Adjusted EBITDA should not be used by investors or others as the sole basis for formulating investment decisions, as it excludes a number of important items. We believe Adjusted EBITDA is an important indicator of operating performance because it excludes the effects of our capital structure and certain non-cash items from our operating results. Adjusted EBITDA is also commonly used by investors in the oilfield services industry to measure a companys operating performance, although our definition of Adjusted EBITDA may differ from other industry peer companies.
Forward-Looking and Cautionary Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding 2018 pressure pumping demand, the deployment of remaining inactive fleets and other statements identified by words such as could, may, might, will, likely, anticipates, intends, plans, seeks, believes, estimates, expects, continues, projects and similar references to future periods. Forward-looking statements are based on FTSIs current expectations and assumptions regarding capital market conditions, FTSIs business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, FTSIs actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, and FTSIs competitive environment. Any forward-looking statement made in this press release speaks only as of the date on which it is made. FTSI undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future developments or otherwise, except as required by law.
When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in FTSIs filings with the Securities and Exchange Commission (SEC). The risk factors and other factors noted in our filings with the SEC could cause our actual results to differ materially from those contained in any forward-looking statement.
Consolidated Statements of Operations
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Year Ended December 31, |
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Three Months Ended |
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(In millions) |
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2017 |
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2016 |
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December 31, |
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September 30, |
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Revenue |
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Revenue |
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$ |
1,352.7 |
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$ |
529.5 |
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$ |
446.6 |
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$ |
409.8 |
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Revenue from related parties |
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113.4 |
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2.7 |
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12.1 |
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39.2 |
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Total revenue |
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1,466.1 |
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532.2 |
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458.7 |
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449.0 |
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Operating expenses |
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Costs of revenue |
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1,009.8 |
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510.5 |
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299.9 |
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298.8 |
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Selling, general and administrative |
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81.0 |
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64.4 |
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19.0 |
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21.7 |
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Depreciation and amortization |
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86.6 |
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112.6 |
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21.4 |
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22.1 |
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Impairments and other charges |
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1.8 |
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12.3 |
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0.4 |
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0.1 |
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(Gain) loss on disposal of assets, net |
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(1.4 |
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1.0 |
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0.2 |
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(0.8 |
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Gain on insurance recoveries |
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(2.9 |
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(15.1 |
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Total operating expenses |
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1,174.9 |
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685.7 |
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340.9 |
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341.9 |
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Operating income (loss) |
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291.2 |
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(153.5 |
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117.8 |
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107.1 |
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Interest expense, net |
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(86.7 |
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(87.5 |
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(21.9 |
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(22.1 |
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(Loss) gain on extinguishment of debt, net |
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(1.4 |
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53.7 |
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(1.4 |
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Equity in net loss of joint venture affiliate |
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(0.8 |
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(2.8 |
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(0.9 |
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(1.0 |
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Income (loss) before income taxes |
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202.3 |
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(190.1 |
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93.6 |
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84.0 |
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Income tax expense (benefit) |
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1.6 |
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(1.6 |
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0.7 |
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0.4 |
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Net income (loss) |
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$ |
200.7 |
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$ |
(188.5 |
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$ |
92.9 |
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$ |
83.6 |
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Consolidated Balance Sheets
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December 31, |
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(In millions) |
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2017 |
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2016 |
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ASSETS |
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Current assets |
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Cash |
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$ |
208.1 |
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$ |
160.3 |
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Accounts receivable, net |
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231.1 |
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76.5 |
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Accounts receivable from related parties |
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3.0 |
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0.1 |
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Inventories |
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44.5 |
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24.8 |
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Prepaid expenses and other current assets |
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19.9 |
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17.7 |
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Total current assets |
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506.6 |
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279.4 |
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Property, plant, and equipment, net |
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270.9 |
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284.3 |
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Intangible assets, net |
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29.5 |
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29.5 |
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Investment in joint venture affiliate |
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21.0 |
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21.6 |
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Other assets |
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3.0 |
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2.0 |
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Total assets |
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$ |
831.0 |
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$ |
616.8 |
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LIABILITIES AND STOCKHOLDERS DEFICIT |
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Current liabilities |
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Accounts payable |
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$ |
138.3 |
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$ |
60.8 |
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Accrued expenses and other current liabilities |
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44.4 |
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34.8 |
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Total current liabilities |
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182.7 |
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95.6 |
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Long-term debt |
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1,116.4 |
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1,188.7 |
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Other liabilities |
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0.4 |
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1.7 |
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Total liabilities |
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1,299.5 |
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1,286.0 |
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Series A convertible preferred stock (a) |
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349.8 |
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349.8 |
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Stockholders deficit |
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Common stock |
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35.9 |
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35.9 |
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Additional paid-in capital |
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3,712.1 |
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3,712.1 |
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Accumulated deficit |
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(4,566.3 |
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(4,767.0 |
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Total stockholders deficit |
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(818.3 |
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(1,019.0 |
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Total liabilities and stockholders deficit |
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$ |
831.0 |
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$ |
616.8 |
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(a) Converted to common stock directly prior to our initial public offering. See our SEC filings located on our website (www.FTSI.com) or the SEC EDGAR database (www.SEC.gov) for details on this conversion
Reconciliation of Net Income to Adjusted EBITDA
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Year Ended December 31, |
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Three Months Ended |
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(In millions) |
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2017 |
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2016 |
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December 31, |
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September 30, |
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Net income (loss) |
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$ |
200.7 |
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$ |
(188.5 |
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$ |
92.9 |
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$ |
83.6 |
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Interest expense, net |
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86.7 |
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87.5 |
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21.9 |
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22.1 |
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Income tax expense (benefit) |
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1.6 |
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(1.6 |
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0.7 |
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0.4 |
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Depreciation and amortization |
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86.6 |
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112.6 |
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21.4 |
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22.1 |
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(Gain) loss on disposal of assets, net |
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(1.4 |
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1.0 |
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0.2 |
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(0.8 |
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Loss (gain) on extinguishment of debt, net |
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1.4 |
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(53.7 |
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1.4 |
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Impairment of assets and goodwill |
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7.0 |
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Gain on insurance recoveries |
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(2.9 |
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(15.1 |
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Adjusted EBITDA |
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$ |
372.7 |
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$ |
(50.8 |
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$ |
138.5 |
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$ |
127.4 |
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