What changed in this filing

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Item 1. Financial Statements

2021-11-05 compared with 2021-08-06 · 81 added, 69 removed, 420 unchanged (26% of the section changed)

3 unchanged sentences

Condensed Consolidated Statements of Comprehensive Loss

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands, except per share information) 2021 2020 2021 2020

5 unchanged sentences

Impairments of intangible assets, property and equipment — 2,962 — 20,394

Gain on disposal of assets and other ( 360 ) ( 550 ) ( 1,269 ) ( 534 )

Loss (gain) on disposal of assets and other ( 93 ) 1,206 ( 1,362 ) 672

Total operating expenses 42,241 50,157 124,630 175,578

25 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except share information) June 30,

2021 December 31, 2020

(in thousands, except share information) September 30, 2021 December 31, 2020

Current assets

30 unchanged sentences

Additional paid-in capital 1,248,061 1,242,720

Treasury stock at cost, 410,877 shares

Treasury stock at cost, 410,922 and 410,877 shares

( 134,500 ) ( 134,499 )

7 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

(in thousands) 2021 2020

24 unchanged sentences

Net working capital settlement from sale of business ( 1,283 ) 600

Net cash provided by (used in) investing activities $ 119 $ ( 202 )

Net cash provided by investing activities $ 4,544 $ 2,019

Cash flows from financing activities

2 unchanged sentences

Cash paid to repurchase 2025 Notes and 2021 Notes ( 58,596 ) ( 27,615 )

Bond exchange early participation payment — ( 3,500 )

Payment of capital lease obligations ( 1,023 ) ( 826 )

1 unchanged sentence

Deferred financing costs ( 1,464 ) ( 9,358 )

Net cash provided by (used in) financing activities $ ( 70,781 ) $ 54,380

Net cash used in financing activities $ ( 74,558 ) $ ( 41,481 )

Effect of exchange rate changes on cash ( 459 ) ( 130 )

Net increase (decrease) in cash, cash equivalents and restricted cash ( 68,256 ) 51,767

Net decrease in cash, cash equivalents and restricted cash ( 78,573 ) ( 37,891 )

Cash, cash equivalents and restricted cash at beginning of period 128,617 57,911

7 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Six Months Ended June 30, 2021

Nine Months Ended September 30, 2021

(in thousands) Common stock Additional paid-in capital Treasury stock Retained

15 unchanged sentences

Balance at June 30, 2021 $ 60 $ 1,246,389 $ ( 134,499 ) $ ( 653,125 ) $ ( 97,115 ) $ 361,710

Stock-based compensation expense — 1,881 — — — 1,881

Restricted stock issuance, net of forfeitures 1 ( 209 ) — — — ( 208 )

Treasury stock — — ( 1 ) — — ( 1 )

Currency translation adjustment — — — — ( 5,822 ) ( 5,822 )

Change in pension liability — — — — 45 45

Net loss — — — ( 11,587 ) — ( 11,587 )

Balance at September 30, 2021 $ 61 $ 1,248,061 $ ( 134,500 ) $ ( 664,712 ) $ ( 102,892 ) $ 346,018

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

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Six Months Ended June 30, 2020

Nine Months Ended September 30, 2020

(in thousands) Common stock Additional paid-in capital Treasury stock Retained

19 unchanged sentences

Balance at June 30, 2020 $ 1,196 $ 1,237,574 $ ( 134,499 ) $ ( 547,405 ) $ ( 115,885 ) $ 440,981

Stock-based compensation expense — 1,966 — — — 1,966

Restricted stock issuance, net of forfeitures — ( 1 ) — — — ( 1 )

Currency translation adjustment — — — — 5,942 5,942

Change in pension liability — — — — ( 55 ) ( 55 )

Net loss — — — ( 21,551 ) — ( 21,551 )

Balance at September 30, 2020 $ 1,196 $ 1,239,539 $ ( 134,499 ) $ ( 568,956 ) $ ( 109,998 ) $ 427,282

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

12 unchanged sentences

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, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any other interim period.

Operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 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.

3 unchanged sentences

and world economies which led to significant reductions in demand for crude oil.

As a result, many companies in the energy industry have sought protection under Chapter 11 of the U.S.

Bankruptcy Code.

During the first half of 2021, distribution of vaccines resulted in reopening of certain economies and increasing demand for oil and natural gas.

However, ongoing COVID-19 outbreaks and new variants of the virus continue to cause disruptions in global supply chains which have led to inflationary pressures for certain goods and services.

During the first nine months of 2021, distribution of vaccines resulted in reopening of certain economies and increasing demand for oil and natural gas.

However, ongoing COVID-19 outbreaks and related work restrictions continue to contribute to disruptions in global supply chains which have led to inflationary pressures for certain goods and services.

We anticipate that our liquidity, financial condition and future results of operations will continue to be impacted by ongoing developments from the COVID-19 pandemic.

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Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in-capital.

In addition, this update also makes targeted changes to the disclosures for convertible instruments and earnings-per-

In addition, this update also makes targeted changes to the disclosures for convertible instruments and earnings-per-share guidance.

This guidance may be adopted through either a modified retrospective or fully retrospective method

Forum Energy Technologies, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Continued)

share guidance.

This guidance may be adopted through either a modified retrospective or fully retrospective method of transition.

of transition.

This guidance will be effective for us in the first quarter of 2022.

10 unchanged sentences

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, 2021 (in thousands):

June 30, 2021 December 31, 2020 Increase / (Decrease)

The following table reflects the changes in our contract assets and contract liabilities balances for the nine months ended September 30, 2021 (in thousands):

September 30, 2021 December 31, 2020 Increase

Accrued revenue $ 2,041 $ 1,687

4 unchanged sentences

Contract liabilities $ 13,720 $ 9,680 $ 4,040 42 %

During the six months ended June 30, 2021, our contract assets decreased by $ 0.1 million and our contract liabilities increased by $ 2.4 million due to the timing of billings for significant projects within our Subsea product line.

During the six months ended June 30, 2021, we recognized $ 7.4 million of revenue that was included in the contract liability balance at the beginning of the period.

As substantially 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.

During the nine months ended September 30, 2021, our contract assets increased by $ 3.7 million due to increasing project activity for process oil treatment equipment in our Production Equipment product line and our contract liabilities increased by $ 4.0 million primarily due to higher customer advance payments for projects in our Subsea product line.

During the nine months ended September 30, 2021, we recognized $ 7.4 million of revenue 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.

2020 Disposition of ABZ and Quadrant Valves

6 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Continued)

Our significant components of inventory at June 30, 2021 and December 31, 2020 were as follows (in thousands):

June 30, 2021 December 31, 2020

Our significant components of inventory at September 30, 2021 and December 31, 2020 were as follows (in thousands):

September 30, 2021 December 31, 2020

Raw materials and parts $ 90,662 $ 151,531

5 unchanged sentences

Intangible Assets

Intangible assets consisted of the following as of June 30, 2021 and December 31, 2020, respectively (in thousands):

June 30, 2021

Intangible assets consisted of the following as of September 30, 2021 and December 31, 2020, respectively (in thousands):

September 30, 2021

Gross Carrying Amount Accumulated Amortization Net Intangibles Amortization Period (In Years)

18 unchanged sentences

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, 2021, there were no impairments of long-lived assets.

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.

During the nine months ended September 30, 2021, there were no impairments of long-lived assets.

During the nine months ended September 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, resulted in sharp declines in global economic activity.

As a result, during the six months ended June 30, 2020, we determined that certain long-lived assets were impaired as their carrying values exceeded their fair values.

As a result, during the nine months ended September 30, 2020, we determined that certain long-lived assets were impaired as their carrying values exceeded their fair values.

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).

Following is a summary of impairment charges recognized in our segments during the six months ended June 30, 2020 (in thousands):

Following is a summary of impairment charges recognized in our segments during the nine months ended September 30, 2020 (in thousands):

Impairments of:

Drilling & Downhole Completions Production Total Impairments

Drilling & Downhole Completions Production Corporate Total Impairments

Property and equipment (1)

8 unchanged sentences

(3) $ 10.4 million of these charges are included in Cost of sales and $ 3.7 million are included in Selling, general and administrative expenses in the condensed consolidated statements of comprehensive loss.

Notes payable and lines of credit as of June 30, 2021 and December 31, 2020 consisted of the following (in thousands):

June 30, 2021 December 31, 2020

Notes payable and lines of credit as of September 30, 2021 and December 31, 2020 consisted of the following (in thousands):

September 30, 2021 December 31, 2020

2025 Notes 256,970 316,863

16 unchanged sentences

The 2025 Notes are secured by a first lien on substantially all of the Company’s assets, except for Credit Facility priority collateral, which secures the 2025 Notes on a second lien basis.

A portion of the 2025 Notes, initially equal to $ 150.0 million total principal amount, is mandatorily convertible into shares of our common stock at a conversion rate of 37.0370 shares per $ 1,000 principal amount of 2025 Notes converted, equivalent to a conversion price of $ 27.00 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 $ 30.00 per share.

As of September 30, 2021, approximately $ 116.0 million principal amount of the 2025 Notes is mandatorily convertible into shares of our common stock at a conversion rate of 37.0370 shares per $ 1,000 principal amount of 2025 Notes converted, equivalent to a conversion price of $ 27.00 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 $ 30.00 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.

Any interest that the Company elects to pay in additional notes are also subject to the mandatory and optional conversion rights.

During the six months ended June 30, 2021, we repurchased an aggregate $ 58.0 million of principal amount of our 2025 Notes for $ 56.7 million.

Any interest that the Company elects to pay in additional notes is also subject to the mandatory and optional conversion rights.

During the nine months ended September 30, 2021, we repurchased an aggregate $ 59.9 million of principal amount of our 2025 Notes for $ 58.6 million.

The net carrying value of the extinguished debt, including unamortized debt discount and debt issuance costs, was $ 53.3 million, resulting in a $ 5.3 million loss on extinguishment of debt.

Credit Facility

In connection with the issuance of the 2025 Notes, we amended our senior secured revolving credit facility ("Credit Facility").

In September 2021, we amended our senior secured revolving credit facility ("Credit Facility") to, among other things, extend the maturity date to September 2026, reduce the aggregate amount of the commitment under the Credit Facility, and change the interest rate applicable to outstanding loans.

Following such amendment, our Credit Facility provides revolving credit commitments of $ 179.0 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.

3 unchanged sentences

Such eligible accounts receivable and eligible inventory serve as priority collateral for the Credit Facility, which is also secured on a second lien basis by substantially all of the Company's other assets.

The amount of eligible inventory included in the borrowing base is restricted to the lesser of $ 130.0 million (subject to a quarterly reduction of $ 0.5 million that started on October 1, 2020) and 80.0 % of the total borrowing base.

The amount of eligible inventory included in the borrowing base is restricted to the lesser of $ 128.0 million (subject to a quarterly reduction of $ 0.5 million) and 80.0 % of the total borrowing base.

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, 2021, our total borrowing base was $ 140.6 million, of which no amounts were drawn and $ 14.8 million was used for security of outstanding letters of credit, resulting in remaining availability of $ 125.8 million.

As of September 30, 2021, our total borrowing base was $ 146.0 million, of which no amounts were drawn and $ 15.2 million was used for security of outstanding letters of credit, resulting in remaining availability of $ 130.8 million.

Borrowings under the U.S.

line bear interest at a rate equal to, at our option, either (a) the LIBOR rate, subject to a floor of 0.75 %, plus a margin of 2.50 % or (b) a base rate plus a margin of 1.50 %.

line bear interest at a rate equal to, at our option, either (a) the LIBOR rate, subject to a floor of 0.00 %, plus a margin of 2.25 % to 2.75 %, or (b) a base rate plus a margin of 1.25 % to 1.75 %, in each case based upon the Company's quarterly total net leverage ratio.

line base rate is determined by reference to the greatest of (i) the federal funds rate plus 0.50 % per annum, (ii) the one-month adjusted LIBOR plus 1.00 % per annum, and (iii) the rate of interest announced, from time to time, by Wells Fargo at its principal office in San Francisco as its prime rate, subject to a floor of 0.00 %.

Borrowings under the Canadian Line bear interest at a rate equal to, at Forum Canada’s option, either (a) the CDOR rate, subject to a floor of 0.75 %, plus a margin of 2.50 % or (b) a base rate plus a margin of 1.50 %.

The Canadian line base rate is determined by reference to the greater of (i) the one-month CDOR rate plus 1.00 % and (ii) the prime rate for Canadian dollar commercial loans made in Canada as reported by Thomson Reuters, subject to a floor of 0.75 %.

Borrowings under the Canadian Line bear interest at a rate equal to, at Forum Canada’s option, either (a) the CDOR rate, subject to a floor of 0.00 %, plus a margin of 2.25 % to 2.75 %, or (b) a base rate plus a margin of 1.25 % to 1.75 %, in each case based upon the Company's quarterly net leverage ratio.

The Canadian line base rate is

Forum Energy Technologies, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Continued)

determined by reference to the greater of (i) the one-month CDOR rate plus 1.00 % and (ii) the prime rate for Canadian dollar commercial loans made in Canada as reported by Thomson Reuters, subject to a floor of 0.00 %.

The Credit Facility also provides for a commitment fee in the amount of (a) 0.375 % on the unused portion of commitments if average usage of the Credit Facility is greater than 50 % and (b) 0.500 % on the unused portion of commitments if average usage of the Credit Facility is less than or equal to 50 %.

The Credit Facility is currently scheduled to mature on October 30, 2022.

If excess availability under the Credit Facility falls below the greater of 12.5 % of the borrowing base and $ 22.4 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.

3 unchanged sentences

In the first quarter of 2020, we wrote-off $ 1.8 million of deferred loan costs for the termination of previous discussions related to a potential exchange offer for our 2021 Notes.

In connection with the September 2021 Credit Facility amendment, we deferred approximately $ 1.6 million of loan costs that will be amortized over the facility's remaining life.

Other debt consists primarily of various finance leases of equipment.

1 unchanged sentence

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 $ 14.8 million and $ 15.6 million in total outstanding letters of credit as of June 30, 2021 and December 31, 2020, respectively.

We had $ 15.2 million and $ 15.6 million in total outstanding letters of credit as of September 30, 2021 and December 31, 2020, respectively.

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 and six months ended June 30, 2021, we recorded a tax expense of $ 1.2 million and $ 2.9 million, respectively, compared to a tax benefit of $ 0.4 million and $ 14.8 million for the three and six months ended June 30, 2020, respectively.

The estimated annual effective tax rates for the six months ended June 30, 2021 and 2020 were impacted by losses in jurisdictions where the recording of a tax benefit is not available.

For the three and nine months ended September 30, 2021, we recorded a tax expense of $ 0.8 million and $ 3.8 million, respectively, compared to a tax expense of $ 1.0 million and a tax benefit of $ 13.8 million for the three and nine months ended September 30, 2020, respectively.

The estimated annual effective tax rates for the nine months ended September 30, 2021 and 2020 were impacted by losses in jurisdictions where the recording of a tax benefit is not available.

Furthermore, the tax expense or benefit recorded can vary from period to period depending on the Company’s relative mix of earnings and losses by jurisdiction.

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.

The tax benefit for the nine months ended September 30, 2020 includes a $ 16.6 million benefit related to a carryback claim for U.S.

federal tax losses based on provisions in the U.S.

Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was signed into law on March 27, 2020.

The CARES Act provided relief to corporate taxpayers by permitting a five-year carryback of 2018-2020 NOLs, increased the 30% limitation on interest expense deductibility to 50% of adjusted taxable income for 2019 and 2020, and accelerated refunds for minimum tax credit carryforwards, among other provisions.

The CARES Act provided relief to corporate taxpayers by permitting a five-year carryback of 2018-2020 net operating losses (“NOLs”), increased the 30% limitation on interest expense deductibility to 50% of adjusted taxable income for 2019 and 2020, and accelerated 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.

3 unchanged sentences

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, 2021, we do not anticipate being able to fully utilize all of the losses prior to their expiration in the following jurisdictions:

As of September 30, 2021, 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, China and Saudi Arabia.

As a result, we have certain valuation allowances against our deferred tax assets as of June 30, 2021.

As a result, we have certain valuation allowances against our deferred tax assets as of September 30, 2021.

Forum Energy Technologies, Inc.

2 unchanged sentences

Fair Value Measurements

The Company had zero and $ 13.1 million of borrowings outstanding under the Credit Facility as of June 30, 2021 and December 31, 2020, respectively.

The Company had zero and $ 13.1 million of borrowings outstanding under the Credit Facility as of September 30, 2021 and December 31, 2020, respectively.

The Credit Facility incurs interest at a variable interest rate, and therefore, the carrying amount approximates fair value.

1 unchanged sentence

The fair value of our 2025 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, 2021, the fair value and the carrying value of our 2025 Notes approximated $ 257.0 million and $ 231.0 million, respectively.

At September 30, 2021, the fair value and the carrying value of our 2025 Notes approximated $ 240.7 million and $ 230.7 million, respectively.

At December 31, 2020, the fair value and the carrying value of our 2025 Notes approximated $ 200.3 million and $ 279.3 million, respectively.

There were no other outstanding financial assets as of June 30, 2021 and December 31, 2020 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, 2021.

There were no other outstanding financial assets as of September 30, 2021 and December 31, 2020 that required measuring the amounts at fair value.

Business Segments

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended June 30,

September 30, Nine Months Ended September 30,

2021 2020 2021 2020

4 unchanged sentences

Total revenue $ 140,984 $ 103,606 $ 392,921 $ 399,513

Operating loss

Operating income (loss):

Drilling & Downhole $ 4,042 $ ( 13,207 ) $ 2,237 $ ( 26,751 )

4 unchanged sentences

Impairments of intangible assets, property and equipment — 2,962 — 20,394

Gain on disposal of assets and other ( 360 ) ( 550 ) ( 1,269 ) ( 534 )

Loss (gain) on disposal of assets and other ( 93 ) 1,206 ( 1,362 ) 672

Operating loss $ ( 7,376 ) $ ( 37,047 ) $ ( 31,376 ) $ ( 127,476 )

3 unchanged sentences

A summary of consolidated assets by reportable segment is as follows (in thousands):

June 30, 2021 December 31, 2020

September 30, 2021 December 31, 2020

Drilling & Downhole $ 317,606 $ 314,375

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended June 30,

September 30, Nine Months Ended September 30,

2021 2020 2021 2020

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended June 30,

September 30, Nine Months Ended September 30,

2021 2020 2021 2020

9 unchanged sentences

Management reviewed such pending judicial and legal proceedings, the reasonably anticipated costs and expenses in connection with such 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 believed to be probable and can be estimated.

The reserves accrued at June 30, 2021 and December 31, 2020, respectively, are immaterial.

The reserves accrued at September 30, 2021 and December 31, 2020, respectively, are immaterial.

In the opinion of management, 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.

3 unchanged sentences

For further disclosure regarding certain litigation matters, refer to Note 13 of the notes to the consolidated financial statements included in Item 8 of the Company’s 2020 Annual Report on Form 10-K filed with the SEC on March 2, 2021.

There have been no material changes related to these matters during the six months ended June 30, 2021.

There have been no material changes related to these matters during the nine months ended September 30, 2021.

Loss Per Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended June 30,

September 30, Nine Months Ended September 30,

2021 2020 2021 2020

10 unchanged sentences

Stock-based compensation

During the six months ended June 30, 2021, the Company granted 73,839 restricted stock units that vest ratably over three years .

The Company also granted 66,524 contingent restricted stock units that vest ratably over three years dependent upon achieving a minimum stock price of $ 23.49 for 20 trading days during each performance period.

During the nine months ended September 30, 2021, the Company granted 73,839 restricted stock units to employees that vest ratably over three years and 3,093 restricted shares to a non-employee director that vest over one year .

The Company also granted 66,524 contingent restricted stock units to employees that vest ratably over three years dependent upon achieving a minimum stock price of $ 23.49 for 20 trading days during each performance period.

Liability-classified awards

During the six months ended June 30, 2021, the Company granted 66,524 cash-settled phantom stock units that vest ratably over three years .

During the nine months ended September 30, 2021, the Company granted 66,524 cash-settled phantom stock units to employees that vest ratably over three years .

These awards have a maximum payout that is calculated based on five times the stock price on the date of grant.

The Company also granted 73,839 cash-settled contingent phantom stock units that vest ratably over three years dependent upon achieving a minimum stock price of $ 23.49 for 20 trading days during each performance period.

The Company also granted 73,839 cash-settled contingent phantom stock units to employees that vest ratably over three years dependent upon achieving a minimum stock price of $ 23.49 for 20 trading days during each performance period.

These awards also have a maximum payout that is calculated based on five times the stock price on the date of grant.

15 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements