FORUM ENERGY TECHNOLOGIES, INC. 10-Q

Item 1. Financial Statements Forum Energy Technologies, Inc. and Subsidiaries Condensed Consolidated Statements of Comprehensive Loss (Unaudited) Three Months Ended June 30, Six Months Ended June 30, (in thousands, except per share information) 2020 2019 2020 2019 Revenue $ 113,275 $ 245,648 $ 295,907 $ 517,490 Cost of sales 100,373 182,460 260,915 384,204 Gross profit 12,902 63,188 34,992 133,286 Operating expenses Selling, general and administrative expenses 48,362 62,881 108,523 131,849 Transaction expenses 150 125 187 718 Impairments of intangible assets, property and equipment 112 — 17,432 — Contingent consideration benefit — — — ( 4,629 ) Loss (gain) on disposal of assets and other ( 700 ) 16 ( 721 ) 36 Total operating expenses 47,924 63,022 125,421 127,974 Earnings (loss) from equity investment — 570 — ( 279 ) Operating income (loss) ( 35,022 ) 736 ( 90,429 ) 5,033 Other expense (income) Interest expense 6,420 8,223 13,144 16,404 Foreign exchange and other losses (gains), net 631 ( 2,146 ) ( 4,376 ) 131 Gain on extinguishment of debt ( 36,285 ) — ( 43,744 ) — Deferred loan costs written off 130 — 1,959 — Total other expense (income), net ( 29,104 ) 6,077 ( 33,017 ) 16,535 Loss before income taxes ( 5,918 ) ( 5,341 ) ( 57,412 ) ( 11,502 ) Income tax expense (benefit) ( 424 ) 8,393 ( 14,774 ) 10,120 Net loss ( 5,494 ) ( 13,734 ) ( 42,638 ) ( 21,622 ) Weighted average shares outstanding Basic 111,590 109,987 111,381 109,816 Diluted 111,590 109,987 111,381 109,816 Loss per share Basic $ ( 0.05 ) $ ( 0.12 ) $ ( 0.38 ) $ ( 0.20 ) Diluted ( 0.05 ) ( 0.12 ) ( 0.38 ) ( 0.20 ) Other comprehensive income (loss), net of tax: Net loss ( 5,494 ) ( 13,734 ) ( 42,638 ) ( 21,622 ) Change in foreign currency translation, net of tax of $ 0 1,900 ( 1,407 ) ( 6,946 ) 3,427 Gain (loss) on pension liability ( 22 ) 5 ( 1 ) ( 4 ) Comprehensive loss $ ( 3,616 ) $ ( 15,136 ) $ ( 49,585 ) $ ( 18,199 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Forum Energy Technologies, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) (in thousands, except share information) June 30, 2020 December 31, 2019 Assets Current assets Cash and cash equivalents $ 109,678 $ 57,911 Accounts receivable—trade, net of allowances of $ 9,450 and $ 9,048 89,254 154,182 Inventories, net 377,562 414,640 Prepaid expenses and other current assets 46,997 33,820 Accrued revenue 1,303 1,260 Costs and estimated profits in excess of billings 4,993 4,104 Total current assets 629,787 665,917 Property and equipment, net of accumulated depreciation 131,479 154,836 Operating lease assets 35,476 48,682 Deferred financing costs, net 828 1,243 Intangible assets, net 252,989 272,300 Deferred income taxes, net 346 654 Other long-term assets 15,953 16,365 Total assets $ 1,066,858 $ 1,159,997 Liabilities and equity Current liabilities Current portion of long-term debt $ 1,320 $ 717 Accounts payable—trade 70,200 98,720 Accrued liabilities 70,620 86,625 Deferred revenue 3,557 4,877 Billings in excess of costs and profits recognized 2,540 5,911 Total current liabilities 148,237 196,850 Long-term debt, net of current portion 412,442 398,862 Deferred income taxes, net 1,943 2,465 Operating lease liabilities 44,086 49,938 Other long-term liabilities 19,169 25,843 Total liabilities 625,877 673,958 Commitments and contingencies Equity Common stock, $ 0.01 par value, 296,000,000 shares authorized, 119,609,017 and 118,840,611 shares issued 1,196 1,189 Additional paid-in capital 1,237,574 1,231,650 Treasury stock at cost, 8,216,637 and 8,211,919 shares ( 134,499 ) ( 134,493 ) Retained deficit ( 547,405 ) ( 503,369 ) Accumulated other comprehensive loss ( 115,885 ) ( 108,938 ) Total equity 440,981 486,039 Total liabilities and equity $ 1,066,858 $ 1,159,997 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Forum Energy Technologies, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, (in thousands) 2020 2019 Cash flows from operating activities Net loss $ ( 42,638 ) $ ( 21,622 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation expense 13,296 15,067 Amortization of intangible assets 13,371 17,608 Impairments of intangible assets, property and equipment 17,432 — Impairments of operating lease assets 9,338 2,022 Inventory write down 16,379 1,564 Stock-based compensation expense 5,760 8,262 Loss from unconsolidated subsidiary — 279 Contingent consideration benefit — ( 4,629 ) Gain on extinguishment of debt ( 43,744 ) — Deferred loan costs written off 1,959 — Deferred income taxes 385 6,047 Noncash losses and other, net 686 2,471 Changes in operating assets and liabilities Accounts receivable—trade 60,900 24,087 Inventories 18,279 8,333 Prepaid expenses and other assets ( 13,236 ) ( 1,268 ) Cost and estimated profit in excess of billings ( 957 ) 705 Accounts payable, deferred revenue and other accrued liabilities ( 56,198 ) ( 17,216 ) Billings in excess of costs and estimated profits earned ( 3,089 ) ( 926 ) Net cash provided by (used in) operating activities $ ( 2,077 ) $ 40,784 Cash flows from investing activities Capital expenditures for property and equipment ( 1,538 ) ( 9,271 ) Proceeds from sale of business, property and equipment 1,336 425 Net cash used in investing activities $ ( 202 ) $ ( 8,846 ) Cash flows from financing activities Borrowings of debt 85,000 82,000 Repayments of debt ( 28,180 ) ( 123,083 ) Repurchases of stock ( 181 ) ( 1,037 ) Deferred financing costs ( 2,259 ) — Net cash provided by (used in) financing activities $ 54,380 $ ( 42,120 ) Effect of exchange rate changes on cash ( 334 ) 306 Net increase (decrease) in cash, cash equivalents and restricted cash 51,767 ( 9,876 ) Cash, cash equivalents and restricted cash at beginning of period 57,911 47,241 Cash, cash equivalents and restricted cash at end of period $ 109,678 $ 37,365 Noncash activities Operating lease right of use assets obtained in exchange for lease obligations 690 8,798 Finance lease right of use assets obtained in exchange for lease obligations 1,384 525 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Forum Energy Technologies, Inc. and Subsidiaries Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) Six Months Ended June 30, 2020 (in thousands) Common stock Additional paid-in capital Treasury stock Retained deficit Accumulated other comprehensive income / (loss) Total equity Balance at December 31, 2019 $ 1,189 $ 1,231,650 $ ( 134,493 ) $ ( 503,369 ) $ ( 108,938 ) $ 486,039 Stock-based compensation expense — 3,223 — — — 3,223 Restricted stock issuance, net of forfeitures 5 ( 178 ) — — — ( 173 ) Shares issued in employee stock purchase plan 2 344 — — — 346 Adjustment for adoption of ASU 2016-13 — — — ( 1,398 ) — ( 1,398 ) Treasury stock — — ( 6 ) — — ( 6 ) Currency translation adjustment — — — — ( 8,846 ) ( 8,846 ) Change in pension liability — — — — 21 21 Net loss — — — ( 37,144 ) — ( 37,144 ) Balance at March 31, 2020 $ 1,196 $ 1,235,039 $ ( 134,499 ) $ ( 541,911 ) $ ( 117,763 ) $ 442,062 Stock-based compensation expense — 2,537 — — — 2,537 Restricted stock issuance, net of forfeitures — ( 2 ) — — — ( 2 ) Currency translation adjustment — — — — 1,900 1,900 Change in pension liability — — — — ( 22 ) ( 22 ) Net loss — — — ( 5,494 ) — ( 5,494 ) Balance at June 30, 2020 $ 1,196 $ 1,237,574 $ ( 134,499 ) $ ( 547,405 ) $ ( 115,885 ) $ 440,981 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Forum Energy Technologies, Inc. and subsidiaries Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) Six Months Ended June 30, 2019 (in thousands) Common stock Additional paid-in capital Treasury stock Retained earnings Accumulated other comprehensive income / (loss) Total equity Balance at December 31, 2018 $ 1,174 $ 1,214,928 $ ( 134,434 ) $ 63,688 $ ( 115,230 ) $ 1,030,126 Stock-based compensation expense — 3,910 — — — 3,910 Restricted stock issuance, net of forfeitures 6 ( 931 ) — — — ( 925 ) Shares issued in employee stock purchase plan 2 682 — — — 684 Contingent shares issued for acquisition of Cooper Valves 1 374 — — — 375 Treasury stock — — ( 48 ) — — ( 48 ) Currency translation adjustment — — — — 4,834 4,834 Change in pension liability — — — — ( 9 ) ( 9 ) Net loss — — — ( 7,888 ) — ( 7,888 ) Balance at March 31, 2019 $ 1,183 $ 1,218,963 $ ( 134,482 ) $ 55,800 $ ( 110,405 ) $ 1,031,059 Stock-based compensation expense — 4,352 — — — 4,352 Restricted stock issuance, net of forfeitures — ( 64 ) — — — ( 64 ) Currency translation adjustment — — — — ( 1,407 ) ( 1,407 ) Change in pension liability — — — — 5 5 Net loss — — — ( 13,734 ) — ( 13,734 ) Balance at June 30, 2019 $ 1,183 $ 1,223,251 $ ( 134,482 ) $ 42,066 $ ( 111,807 ) $ 1,020,211 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) 1. Organization and Basis of Presentation Forum Energy Technologies, Inc. (the “Company,” “we,” “our,” or “us”), a Delaware corporation, is a global oilfield products company, serving the drilling, downhole, subsea, completions and production sectors of the oil and natural gas industry. The Company's products include highly engineered capital equipment as well as products that are consumed in the drilling, well construction, production and transportation of oil and natural gas. Forum is headquartered in Houston, TX with manufacturing and distribution facilities strategically located around the globe. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its subsidiaries. All intercompany transactions have been eliminated in consolidation. Certain reclassifications have been made to prior year amounts to conform with the current year presentation. Prior to the sale of our aggregate 40 % interest in the third quarter of 2019, our investment in Ashtead Technology (”Ashtead”) was accounted for using the equity method of accounting as we had the ability to exert significant influence, but did not control operating and financial policies. Prior to the sale, our share of the net income (loss) from Ashtead was reported in “Earnings (loss) from equity investment” in the condensed consolidated statements of comprehensive loss and the investment was included in “Investment in unconsolidated subsidiary” in the condensed consolidated balance sheets. Our share of equity earnings were reported within operating income (loss), as the investee’s operations were integral to the operations of the Company. See Note 4 Dispositions for further information related to the sale of our aggregate 40 % interest in Ashtead. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations and cash flows have been included. Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or any other interim period. These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2019, which are included in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on February 25, 2020. COVID-19 Impacts On March 11, 2020, the World Health Organization declared the current COVID-19 outbreak to be a global pandemic, and on March 13, 2020, the United States declared a national emergency. In response to these declarations and the rapid spread of COVID-19, federal, state and local governments have imposed varying degrees of restrictions on business and social activities, including quarantine and “stay-at-home” orders in the areas in which we operate. We have experienced resulting disruptions to our business operations, as these restrictions have significantly impacted many sectors of the economy, with businesses curtailing or ceasing normal operations. The ultimate impacts will depend on future developments, including, among others, the consequences of governmental and other measures designed to prevent the spread of the virus, the development of effective treatments, the duration of the outbreak, actions taken by governmental authorities, customers, suppliers and other thirds parties, workforce availability, and the timing and extent to which normal economic and operating conditions resume. While we cannot estimate with any degree of certainty the full impact of the COVID-19 outbreak on our liquidity, financial condition and future results of operations, we expect the adverse impacts on our financial results from COVID-19 to continue in future quarters. 2. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), which we adopt as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on our consolidated financial statements upon adoption. 8 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) Accounting Standards Adopted in 2020 Financial Instruments—Credit Losses. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments—Credit Losses (Topic 326), which introduced an expected credit loss methodology for the impairment of financial assets measured at amortized cost basis. It requires an entity to estimate credit losses expected over the life of an exposure based on historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. We adopted this new standard as of January 1, 2020. The adoption of this standard resulted in a noncash cumulative effect adjustment to increase our allowance for doubtful accounts and increase our retained deficit by $ 1.4 million. The new standard did not materially affect our unaudited Condensed Consolidated Statement of Comprehensive Loss for the six months ended June 30, 2020. Accounting for Implementation Costs Related to a Cloud Computing Arrangement . In August 2018, the FASB issued ASU No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This new guidance aligns the requirements for capitalizing implementation costs incurred by an entity related to a cloud computing arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Accordingly, this guidance requires an entity to capitalize certain implementation costs incurred and then amortize them over the term of the cloud hosting arrangement. Furthermore, this guidance also requires an entity to present the expense, cash flows, and capitalized implementation costs in the same financial statement line items as the associated hosting service. We adopted this new standard as of January 1, 2020. The adoption of this new standard did not have a material impact on our unaudited condensed consolidated financial statements. Fair Value Measurement Disclosure . In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirement for Fair Value Measurement. This new guidance eliminated, modified and added certain disclosure requirements related to fair value measurements. We adopted this new standard as of January 1, 2020. This new standard did not have a material impact on our unaudited condensed consolidated financial statements. Subsidiary Guarantees. In March 2020, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees, in Rule 3-10 of Regulation S-X. The amended rule focuses on providing material, relevant and decision-useful information regarding guarantees and other credit enhancements, while eliminating certain prescriptive requirements. We adopted these amendments as of June 30, 2020. Accordingly, combined summarized financial information has been presented only for the issuers and guarantors of our registered securities for the most recent fiscal year and the year-to-date interim period. In addition, the previous disclosures have been removed from the Notes to Condensed Consolidated Financial Statements and the new required disclosures are included in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Accounting Standards Issued But Not Yet Adopted Income Tax. In December 2019, the FASB issued ASU No. 2019-12 Income Taxes (Topic 740) - Disclosure Framework - Simplifying the Accounting for Income Taxes, which simplified the accounting for income taxes by removing certain exceptions to the general principles of Topic 740 and clarifying and amending existing guidance. This guidance will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. We are currently evaluating the impact of this new guidance. However, we currently expect that the adoption of this guidance will not have a material impact on our consolidated financial statements. 3. Revenue Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. For a detailed discussion of our revenue recognition policies, refer to the Company’s 2019 Annual Report on Form 10-K. Disaggregated Revenue Refer to Note 11 Business Segments for disaggregated revenue by product line and geography. 9 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) Contract Balances Contract balances are determined on a contract by contract basis. Contract assets represent revenue recognized for goods and services provided to our customers when payment is conditioned on something other than the passage of time. Similarly, we record a contract liability when we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract. Such contract liabilities typically result from billings in excess of costs incurred on construction contracts and advance payments received on product sales. The following table reflects the changes in our contract assets and contract liabilities balances for the six months ended June 30, 2020 (in thousands): June 30, 2020 December 31, 2019 Increase / (Decrease) $ % Accrued revenue $ 1,303 $ 1,260 Costs and estimated profits in excess of billings 4,993 4,104 Contract assets $ 6,296 $ 5,364 $ 932 17 % Deferred revenue $ 3,557 $ 4,877 Billings in excess of costs and profits recognized 2,540 5,911 Contract liabilities $ 6,097 $ 10,788 $ ( 4,691 ) ( 43 ) % During the six months ended June 30, 2020, our contract assets increased by $ 0.9 million and our contract liabilities decreased by $ 4.7 million due to the timing of billings for projects within our Subsea product line. During the six months ended June 30, 2020, we recognized revenue of $ 8.8 million that was included in the contract liability balance at the beginning of the period. As all of our contracts are less than one year in duration, we have elected to apply the practical expedient which allows an entity to exclude disclosures about its remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less. 4. Dispositions 2019 Disposition of Cooper Alloy® On December 4, 2019, we sold certain assets of our Cooper Alloy® brand of valve products for total consideration of $ 4.0 million and recognized a gain on disposition totaling $ 2.3 million. Pro forma results of operations for this disposition have not been presented because the effects were not material to the unaudited condensed consolidated financial statements. 2019 Disposition of Equity Interest in Ashtead Technology On September 3, 2019, we sold our aggregate 40 % interest in Ashtead to the majority owners of Ashtead. Total consideration for Forum’s 40 % interest and the settlement of a £ 3.0 million British Pounds note receivable from Ashtead was $ 47.7 million. Forum received $ 39.3 million in cash proceeds and a new £ 6.9 million British Pounds note receivable with a three year maturity. In the third quarter of 2019, we recognized a gain of $ 1.6 million as a result of this transaction. Pro forma results of operations for this transaction have not been presented because the effects were not material to the unaudited condensed consolidated financial statements. 10 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) 5. Inventories Our significant components of inventory at June 30, 2020 and December 31, 2019 were as follows (in thousands): June 30, 2020 December 31, 2019 Raw materials and parts $ 173,725 $ 172,082 Work in process 19,427 29,972 Finished goods 253,329 278,661 Gross inventories 446,481 480,715 Inventory reserve ( 68,919 ) ( 66,075 ) Inventories $ 377,562 $ 414,640 6. Intangible Assets Intangible assets consisted of the following as of June 30, 2020 and December 31, 2019, respectively (in thousands): June 30, 2020 Gross Carrying Amount Accumulated Amortization Net Intangibles Amortization Period (In Years) Customer relationships $ 268,245 $ ( 109,828 ) $ 158,417 10 - 15 Patents and technology 90,504 ( 22,827 ) 67,677 5 - 19 Non-compete agreements 188 ( 118 ) 70 2 - 6 Trade names 42,045 ( 21,053 ) 20,992 7 - 19 Distributor relationships 14,120 ( 12,443 ) 1,677 15 - 22 Trademarks 5,089 ( 933 ) 4,156 15 Intangible Assets Total $ 420,191 $ ( 167,202 ) $ 252,989 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Intangibles Amortization Period (In Years) Customer relationships $ 281,052 $ ( 110,410 ) $ 170,642 10 - 15 Patents and technology 92,498 ( 20,819 ) 71,679 5 - 19 Non-compete agreements 190 ( 100 ) 90 2 - 6 Trade names 43,284 ( 21,015 ) 22,269 7 - 19 Distributor relationships 22,160 ( 18,866 ) 3,294 15 - 22 Trademarks 5,089 ( 763 ) 4,326 15 Intangible Assets Total $ 444,273 $ ( 171,973 ) $ 272,300 7. Impairments of Long-Lived Assets Long-lived assets with definite lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. During the six months ended June 30, 2020, the COVID-19 pandemic and associated preventative actions taken around the world to mitigate its spread caused oil demand to deteriorate and economic activity to decrease. As a result, oil prices declined significantly during the period and created an extremely challenging market for all sub-sectors of the oil and natural gas industry. In addition, responses to the spread of COVID-19, including significant government restrictions on movement, are continuing to drive sharp declines in global economic activity. 11 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) As a result, and in connection with the preparation of our financial statements, we determined that certain long-lived assets were impaired as their carrying values exceeded their fair values. We recognized the following impairment charges during the six months ended June 30, 2020 (in thousands): Impairments of: Drilling & Downhole Completions Production Total Impairments Property and equipment (1) $ 1,068 $ 9,608 $ 1,498 $ 12,174 Intangible assets (2) 5,258 — — $ 5,258 Operating lease right of use assets (3) 1,284 6,139 1,915 $ 9,338 Total impairments $ 7,610 $ 15,747 $ 3,413 $ 26,770 (1) These charges are included in Impairments of intangible assets, property and equipment in the condensed consolidated statements of comprehensive loss. (2) These charges are included in Impairments of intangible assets, property and equipment in the condensed consolidated statements of comprehensive loss and include primarily customer relationships, technology and distributor relationships. (3) $ 8.6 million of these charges are included in Cost of sales and $ 0.7 million is included in Selling, general and administrative expenses in the condensed consolidated statements of comprehensive loss. The amount of the impairment charges were measured as the difference between the carrying value and the estimated fair value of the assets. The fair value was determined either through analysis of discounted future cash flows or, for certain real estate, based on a third party's sales price estimate (classified within level 3 of the fair value hierarchy). 12 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) 8. Debt Notes payable and lines of credit as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 6.25 % Notes due October 2021 $ 328,144 $ 400,000 Unamortized debt premium 466 770 Debt issuance cost ( 2,692 ) ( 3,232 ) Senior secured revolving credit facility 85,000 — Other debt 2,844 2,041 Total debt 413,762 399,579 Less: current maturities ( 1,320 ) ( 717 ) Long-term debt $ 412,442 $ 398,862 6.25 % Notes Due 2021 In October 2013, we issued $ 300.0 million of 6.25 % unsecured notes due 2021 at par, and in November 2013, we issued an additional $ 100.0 million aggregate principal amount of the notes at a price of 103.25 % of par (the “2021 Notes”). The 2021 Notes bear interest at a rate of 6.25 % per annum, payable on April 1 and October 1 of each year, and mature on October 1, 2021. The 2021 Notes are unsecured obligations, and are guaranteed on an unsecured basis by our subsidiaries that guarantee the Credit Facility and rank junior to, among other indebtedness, the Credit Facility to the extent of the value of the collateral securing the Credit Facility. During the six months ended June 30, 2020, we repurchased an aggregate $ 71.9 million of principal amount of our 2021 Notes for $ 27.6 million and recognized a net gain of $ 43.7 million reflecting the difference in the amount paid and the net carrying value of the extinguished debt, including debt issuance costs and unamortized debt premium. During the third quarter, we exchanged $ 315.5 million of the existing 2021 Notes for new 9.00 % convertible secured notes due July 2025 (the “2025 Notes”). The 2025 Notes pay interest at a rate of 9.00 %, of which 6.25 % will be payable in cash and 2.75 % will be payable at the Company's option in cash or additional notes. The 2025 Notes are secured by a first lien on substantially all of the Company’s assets, except for Credit Facility collateral, which secures the 2025 Notes on a second lien basis. A portion of the 2025 Notes equal to $ 150.0 million total principal amount is mandatorily convertible into common stock on a pro rata basis at a conversion price of $ 1.35 per share, subject, however, to the condition that the average of the daily trading prices for the common stock over the preceding 20 -trading day period is at least $ 1.50 per share. Holders of the 2025 Notes also have optional conversion rights in the event that the Company elects to redeem the 2025 Notes in cash and at the final maturity of the new notes. Credit Facility In August 2020, we amended the Credit Facility as further discussed below. As of June 30, 2020, our credit facility ("Credit Facility") provides revolving credit commitments of $ 300.0 million (with a sublimit of up to $ 45.0 million available for the issuance of letters of credit for the account of the Company and certain of its domestic subsidiaries) (the “U.S. Line”), of which up to $ 30.0 million is available to certain of our Canadian subsidiaries for loans in U.S. or Canadian dollars (with a sublimit of up to $ 3.0 million available for the issuance of letters of credit for the account of our Canadian subsidiaries) (the “Canadian Line”). Le nder commitments under the Credit Facility, subject to certain limitations, may be increased by an additional $ 100.0 million. Availability under the Credit Facility is subject to a borrowing base calculated by reference to eligible accounts receivable in the U.S., Canada and certain other jurisdictions (subject to a cap) and eligible inventory in the U.S. and Canada. Such eligible accounts receivable and eligible inventory serve as collateral for the Credit Facility. Our borrowing capacity under the Credit Facility could be reduced or eliminated, depending on future fluctuations in our receivables and inventory. As of June 30, 2020, our total borrowing base wa s $ 197.4 million, of which $ 85.0 million was drawn and $ 28.2 million was used for security of outstanding letters of credit, resulting in remaining availability of $ 84.2 million. 13 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) Borrowings under the U.S. Line bear interest at a rate equal to, at our option, either (a) the LIBOR rate or (b) a base rate determined by reference to the highest of (i) the rate of interest per annum determined from time to time by Wells Fargo as its prime rate in effect at its principal office in San Francisco, (ii) the federal funds rate plus 0.50 % per annum and (iii) the one-month adjusted LIBOR plus 1.00 % per annum, in each case plus an applicable margin. Borrowings under the Canadian Line bear interest at a rate equal to, at Forum Canada’s option, either (a) the CDOR rate or (b) a base rate determined by reference to the greater of (i) the prime rate for Canadian dollar commercial loans made in Canada as reported from time to time by Thomson Reuters and (ii) the CDOR rate plus 1.00 %, in each case plus an applicable margin. The applicable margin for LIBOR and CDOR loans will initially range from 1.75 % to 2.25 %, depending upon average excess availability under the Credit Facility. After the first quarter in which our total net leverage ratio is less than or equal to 4.00 :1.00, the applicable margin for LIBOR and CDOR loans will range from 1.50 % to 2.00 %, depending upon average excess availability under the Credit Facility. The weighted average interest rate under the Credit Facility was approximately 2.30 % for the six months ended June 30, 2020. The Credit Facility also provides for a commitment fee in the amount of (a) 0.375 % per annum on the unused portion of commitments if average usage of the Credit Facility is greater than 50 % and (b) 0.500 % per annum on the unused portion of commitments if average usage of the Credit Facility is less than or equal to 50 %. After the first quarter in which our total leverage ratio is less than or equal to 4.00 :1.00, the commitment fees will range from 0.25 % to 0.375 %, depending upon average usage of the Credit Facility. If excess availability under the Credit Facility falls below the greater of 10 % of the borrowing base and $ 20.0 million, we will be required to maintain a fixed charge coverage ratio of at least 1.00 :1.00 as of the end of each fiscal quarter until excess availability under the Credit Facility exceeds such thresholds for at least 60 consecutive days. Concurrent with the completion of the 2021 Notes exchange, the Credit Facility was amended to, among other things, reduce the size of the commitments from $ 300.0 million to $ 250.0 million; allow the holders of the 2025 Notes to hold a second lien on the accounts receivable and inventory assets backing the Credit Facility and a first lien on all other assets; increase the applicable margin for LIBOR and CDOR loans to 2.50 % per annum and the applicable margin for base rate loans to 1.50 % per annum; change the maturity date to March 31, 2021, subject to an extension to October 30, 2022 upon the occurrence of certain events; add a limit on the borrowing base so that the amount of eligible inventory included in the borrowing base is restricted to the lesser of 80 % of the total borrowing base or $ 130 million; establish a limit on our cash balance if there are outstanding borrowings on the Credit Facility; add a cross-default to the 2025 Notes; and modify the financial covenant testing clause to require excess availability under the Credit Facility to be at least the greater of 12.5 % of the borrowing base and $ 31.25 million. Deferred Loan Costs We have incurred loan costs that have been deferred and are amortized to interest expense over the term of the 2021 Notes and the Credit Facility. During the six months ended June 30, 2020, we wrote off $ 2.0 million of deferred loan costs due to the termination of previous discussions related to a potential exchange offer for our 2021 Notes. Other Debt Other debt consists primarily of various capital leases. Letters of Credit and Guarantees We execute letters of credit in the normal course of business to secure the delivery of product from specific vendors and also to guarantee our fulfillment of performance obligations relating to certain large contracts. We had $ 29.0 million and $ 24.5 million in total outstanding letters of credit as of June 30, 2020 and December 31, 2019, respectively. 9. Income Taxes For interim periods, our income tax expense or benefit is computed based on our estimated annual effective tax rate and any discrete items that impact the interim periods. For the three months and six months ended June 30, 2020, we recorded a tax benefit of $ 0.4 million and $ 14.8 million, respectively, compared to tax expense of $ 8.4 million and $ 10.1 million for the three months and six months ended June 30, 2019, respectively. On March 27, 2020, President Trump signed the U.S. Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") in response to the COVID-19 pandemic. The CARES Act provides relief to corporate taxpayers by permitting a 14 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) five-year carryback of 2018-2020 NOLs, increasing the 30% limitation on interest expense deductibility to 50% of adjusted taxable income for 2019 and 2020, and accelerating refunds for minimum tax credit carryforwards, among other provisions. The tax effects of changes in tax laws are recognized in the period in which the law is enacted. As such, the tax benefit for the six months ended June 30, 2020 includes a $ 16.6 million benefit related to a carryback claim for U.S. federal tax losses based on new provisions in the CARES Act. These losses had previously been offset by a valuation allowance. The provisions in the CARES Act enable the company to now realize these losses and the related valuation allowance has been released. The estimated annual effective tax rates for the six months ended June 30, 2020 and 2019 were impacted by losses in jurisdictions where the recording of a tax benefit is not available. For the three and six months ended June 30, 2019, tax expense includes an increase in our valuation allowance of $ 5.9 million to write down our deferred tax assets in the U.S. and Saudi Arabia to what, in our judgment, is more likely than not realizable. Furthermore, the tax expense or benefit recorded can vary from period to period depending on the Company's relative mix of U.S. and non-U.S. earnings and losses by jurisdiction. We have deferred tax assets related to net operating loss carryforwards in the U.S. and in certain states and foreign jurisdictions. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning and recent operating results. As of June 30, 2020, we do not anticipate being able to fully utilize all of the losses prior to their expiration in the following jurisdictions: the U.S., the U.K., Germany, Singapore, Saudi Arabia and China. As a result, we have certain valuation allowances against our deferred tax assets as of June 30, 2020. 10. Fair Value Measurements The Company had $ 85.0 million and zero borrowings outstanding under the Credit Facility at June 30, 2020 and December 31, 2019, respectively. The Credit Facility incurs interest at a variable interest rate, and therefore, the carrying amount approximates fair value. The fair value of the debt is classified as a Level 2 measurement because interest rates charged are similar to other financial instruments with similar terms and maturities. The fair value of our 2021 Notes is estimated using Level 2 inputs in the fair value hierarchy and is based on quoted prices for those or similar instruments. At June 30, 2020, the fair value and the carrying value of our 2021 Notes approximated $ 137.1 million and $ 325.9 million, respectively. At December 31, 2019, the fair value and the carrying value of our 2021 Notes approximated $ 354.0 million and $ 397.5 million, respectively. There were no other outstanding financial assets as of June 30, 2020 and December 31, 2019 that required measuring the amounts at fair value. We did not change our valuation techniques associated with recurring fair value measurements from prior periods, and there were no transfers between levels of the fair value hierarchy during the six months ended June 30, 2020. 15 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) 11. Business Segments The Company reports results of operations in the following three reporting segments: Drilling & Downhole, Completions and Production. The amounts indicated below as “Corporate” relate to costs and assets not allocated to the reportable segments. Summary financial data by segment follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenue: Drilling & Downhole $ 47,183 $ 82,352 123,826 168,292 Completions 17,583 81,520 68,406 176,179 Production 48,597 83,255 104,202 175,250 Eliminations ( 88 ) ( 1,479 ) ( 527 ) ( 2,231 ) Total revenue $ 113,275 $ 245,648 $ 295,907 $ 517,490 Operating income (loss) Drilling & Downhole $ ( 9,399 ) $ 1,342 $ ( 13,544 ) $ ( 1,157 ) Completions ( 17,813 ) 2,841 ( 35,131 ) 9,692 Production ( 1,057 ) 3,589 ( 9,236 ) 7,924 Corporate ( 7,191 ) ( 6,895 ) ( 15,620 ) ( 15,301 ) Segment operating income (loss) ( 35,460 ) 877 ( 73,531 ) 1,158 Transaction expenses 150 125 187 718 Impairments of intangible assets, property and equipment 112 — 17,432 — Contingent consideration benefit — — — ( 4,629 ) Loss (gain) on disposal of assets and other ( 700 ) 16 ( 721 ) 36 Operating income (loss) $ ( 35,022 ) $ 736 $ ( 90,429 ) $ 5,033 A summary of consolidated assets by reportable segment is as follows (in thousands): June 30, 2020 December 31, 2019 Drilling & Downhole $ 351,412 $ 407,779 Completions 425,128 496,714 Production 151,914 186,786 Corporate 138,404 68,718 Total assets $ 1,066,858 $ 1,159,997 Corporate assets primarily include cash, certain prepaid assets and deferred loan costs. 16 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) The following table presents our revenues disaggregated by product line (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Drilling Technologies $ 19,971 $ 37,311 $ 56,609 $ 79,237 Downhole Technologies 12,673 28,785 37,624 59,210 Subsea Technologies 14,539 16,256 29,593 29,845 Stimulation and Intervention 8,520 46,898 32,996 98,209 Coiled Tubing 9,063 34,622 35,410 77,970 Production Equipment 19,430 33,009 38,179 69,577 Valve Solutions 29,167 50,246 66,023 105,673 Eliminations ( 88 ) ( 1,479 ) ( 527 ) ( 2,231 ) Total revenue $ 113,275 $ 245,648 $ 295,907 $ 517,490 The following table presents our revenues disaggregated by geography (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 United States $ 70,296 $ 183,700 $ 194,186 $ 380,667 Canada 11,599 13,754 19,551 30,217 Europe & Africa 8,458 17,815 19,604 35,412 Middle East 10,007 12,460 23,147 31,745 Asia-Pacific 4,030 11,459 22,823 26,218 Latin America 8,885 6,460 16,596 13,231 Total Revenue $ 113,275 $ 245,648 $ 295,907 $ 517,490 12. Commitments and Contingencies In the ordinary course of business, the Company is, and in the future could be, involved in various pending or threatened legal actions that may or may not be covered by insurance. Management has reviewed such pending judicial and legal proceedings and the availability and limits of insurance coverage, and has established reserves that are believed to be appropriate in light of those outcomes that are considered to be probable and can be reasonably estimated. The reserves accrued at June 30, 2020 and December 31, 2019, respectively, are immaterial. It is management’s opinion that the Company’s ultimate liability, if any, with respect to these actions is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. 17 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) 13. Earnings Per Share The calculation of basic and diluted earnings per share for each period presented was as follows (dollars and shares in thousands, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net loss $ ( 5,494 ) $ ( 13,734 ) ( 42,638 ) ( 21,622 ) Basic - weighted average shares outstanding 111,590 109,987 111,381 109,816 Dilutive effect of stock options and restricted stock — — — — Diluted - weighted average shares outstanding 111,590 109,987 111,381 109,816 Loss per share Basic $ ( 0.05 ) $ ( 0.12 ) $ ( 0.38 ) $ ( 0.20 ) Diluted $ ( 0.05 ) $ ( 0.12 ) $ ( 0.38 ) $ ( 0.20 ) The calculation of diluted loss per share excludes all potentially dilutive shares for the three and six months ended June 30, 2020 and 2019 as there were net losses for these periods. 14. Stockholders' Equity Stock-based compensation During the six months ended June 30, 2020, the Company granted 2,250,360 shares of restricted stock units that vest ratably over 3 years. During the six months ended June 30, 2020, the Company granted performance awards with a market condition that are payable in either cash or shares of the Company's common stock. The performance awards granted may settle for between zero and three times the award's cash target amount. The award amount issued pursuant to the performance award agreements will be determined based on the total shareholder return of the Company’s common stock as compared to a group of peer companies measured over a three year performance period. As our intention is to settle the awards in cash, we will account for these as liability classified awards. As such, compensation expense will be recognized over the requisite three-year service period with subsequent changes in the estimated fair value of the award recognized as a cumulative adjustment to compensation cost in the period in which the change in estimate occurs. 15. Related Party Transactions The Company has sold and purchased equipment and services to and from certain affiliates of our directors. The dollar amounts related to these related party activities are not material to the Company’s unaudited condensed consolidated financial statements. 18