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 September 30, Nine Months Ended September 30, (in thousands, except per share information) 2021 2020 2021 2020 Revenue $ 140,984 $ 103,606 $ 392,921 $ 399,513 Cost of sales 106,119 90,496 299,667 351,411 Gross profit 34,865 13,110 93,254 48,102 Operating expenses Selling, general and administrative expenses 42,334 45,989 125,992 154,512 Impairments of intangible assets, property and equipment — 2,962 — 20,394 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 Operating loss ( 7,376 ) ( 37,047 ) ( 31,376 ) ( 127,476 ) Other expense (income) Interest expense 7,128 8,473 24,065 21,617 Foreign exchange and other losses (gains), net ( 3,962 ) 3,445 ( 1,431 ) ( 931 ) Loss (gain) on extinguishment of debt 196 ( 28,734 ) 5,290 ( 72,478 ) Deferred loan costs written off — 303 — 2,262 Total other expense (income), net 3,362 ( 16,513 ) 27,924 ( 49,530 ) Loss before income taxes ( 10,738 ) ( 20,534 ) ( 59,300 ) ( 77,946 ) Income tax expense (benefit) 849 1,017 3,756 ( 13,757 ) Net loss ( 11,587 ) ( 21,551 ) ( 63,056 ) ( 64,189 ) Weighted average shares outstanding Basic 5,661 5,580 5,637 5,573 Diluted 5,661 5,580 5,637 5,573 Loss per share Basic $ ( 2.05 ) $ ( 3.86 ) $ ( 11.19 ) $ ( 11.52 ) Diluted ( 2.05 ) ( 3.86 ) ( 11.19 ) ( 11.52 ) Other comprehensive income (loss), net of tax: Net loss ( 11,587 ) ( 21,551 ) ( 63,056 ) ( 64,189 ) Change in foreign currency translation, net of tax of $ 0 ( 5,822 ) 5,942 ( 2,604 ) ( 1,004 ) Gain (loss) on pension liability 45 ( 55 ) 101 ( 56 ) Comprehensive loss $ ( 17,364 ) $ ( 15,664 ) $ ( 65,559 ) $ ( 65,249 ) 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) September 30, 2021 December 31, 2020 Assets Current assets Cash and cash equivalents $ 50,044 $ 128,617 Accounts receivable—trade, net of allowances of $ 10,432 and $ 9,217 116,645 80,606 Inventories, net 233,875 251,747 Prepaid expenses and other current assets 34,848 19,018 Accrued revenue 2,041 1,687 Costs and estimated profits in excess of billings 11,868 8,516 Total current assets 449,321 490,191 Property and equipment, net of accumulated depreciation 96,174 113,668 Operating lease assets 26,333 31,520 Deferred financing costs, net 1,552 249 Intangible assets, net 220,908 240,444 Deferred income taxes, net 123 102 Other long-term assets 5,554 13,752 Total assets $ 799,965 $ 889,926 Liabilities and equity Current liabilities Current portion of long-term debt $ 1,000 $ 1,322 Accounts payable—trade 85,953 46,351 Accrued liabilities 65,018 67,581 Deferred revenue 8,270 7,863 Billings in excess of costs and profits recognized 5,450 1,817 Total current liabilities 165,691 124,934 Long-term debt, net of current portion 231,127 293,373 Deferred income taxes, net 1,520 1,952 Operating lease liabilities 36,437 44,536 Other long-term liabilities 19,172 18,895 Total liabilities 453,947 483,690 Commitments and contingencies Equity Common stock, $ 0.01 par value, 14,800,000 shares authorized, 6,085,824 and 5,992,400 shares issued 61 60 Additional paid-in capital 1,248,061 1,242,720 Treasury stock at cost, 410,922 and 410,877 shares ( 134,500 ) ( 134,499 ) Retained deficit ( 664,712 ) ( 601,656 ) Accumulated other comprehensive loss ( 102,892 ) ( 100,389 ) Total equity 346,018 406,236 Total liabilities and equity $ 799,965 $ 889,926 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) Nine Months Ended September 30, (in thousands) 2021 2020 Cash flows from operating activities Net loss $ ( 63,056 ) $ ( 64,189 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation expense 13,159 19,149 Amortization of intangible assets 18,896 19,934 Impairments of intangible assets, property and equipment — 20,394 Impairments of operating lease assets — 14,096 Inventory write down 4,019 19,691 Stock-based compensation expense 5,691 7,726 Loss (gain) on extinguishment of debt 5,290 ( 72,478 ) Deferred loan costs written off — 2,262 Deferred income taxes ( 473 ) 87 Noncash losses and other, net 5,567 3,417 Changes in operating assets and liabilities Accounts receivable—trade ( 38,215 ) 70,175 Inventories 13,089 29,572 Prepaid expenses and other assets ( 8,264 ) 651 Cost and estimated profit in excess of billings ( 3,469 ) ( 2,471 ) Accounts payable, deferred revenue and other accrued liabilities 35,919 ( 60,767 ) Billings in excess of costs and estimated profits earned 3,747 ( 5,548 ) Net cash provided by (used in) operating activities $ ( 8,100 ) $ 1,701 Cash flows from investing activities Capital expenditures for property and equipment ( 999 ) ( 2,168 ) Proceeds from sale of property and equipment 6,826 3,587 Net working capital settlement from sale of business ( 1,283 ) 600 Net cash provided by investing activities $ 4,544 $ 2,019 Cash flows from financing activities Borrowings on revolving Credit Facility — 85,000 Repayments on revolving Credit Facility ( 13,126 ) ( 85,000 ) 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 ) Repurchases of stock ( 349 ) ( 182 ) Deferred financing costs ( 1,464 ) ( 9,358 ) Net cash used in financing activities $ ( 74,558 ) $ ( 41,481 ) Effect of exchange rate changes on cash ( 459 ) ( 130 ) 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 Cash, cash equivalents and restricted cash at end of period $ 50,044 $ 20,020 Noncash activities Operating lease right of use assets obtained in exchange for lease obligations 1,055 4,382 Finance lease right of use assets obtained in exchange for lease obligations 228 1,401 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) Nine Months Ended September 30, 2021 (in thousands) Common stock Additional paid-in capital Treasury stock Retained deficit Accumulated other comprehensive income / (loss) Total equity Balance at December 31, 2020 $ 60 $ 1,242,720 $ ( 134,499 ) $ ( 601,656 ) $ ( 100,389 ) $ 406,236 Stock-based compensation expense — 1,896 — — — 1,896 Restricted stock issuance, net of forfeitures — ( 139 ) — — — ( 139 ) Currency translation adjustment — — — — 3,152 3,152 Change in pension liability — — — — 77 77 Net loss — — — ( 29,663 ) — ( 29,663 ) Balance at March 31, 2021 $ 60 $ 1,244,477 $ ( 134,499 ) $ ( 631,319 ) $ ( 97,160 ) $ 381,559 Stock-based compensation expense — 1,914 — — — 1,914 Restricted stock issuance, net of forfeitures — ( 2 ) — — — ( 2 ) Currency translation adjustment — — — — 66 66 Change in pension liability — — — — ( 21 ) ( 21 ) Net loss — — — ( 21,806 ) — ( 21,806 ) 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. 6 Forum Energy Technologies, Inc. and subsidiaries Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) Nine Months Ended September 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 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. 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,” "FET," “we,” “our,” or “us”), a Delaware corporation, is a global company serving the oil, natural gas, industrial and renewable energy industries. FET provides value added solutions that increase the safety and efficiency of energy exploration and production. We are an environmentally and socially responsible company headquartered in Houston, Texas with manufacturing, distribution and service facilities strategically located throughout the world. 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. 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 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. 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, 2020, which are included in the Company’s 2020 Annual Report on Form 10-K filed with the SEC on March 2, 2021. COVID-19 Impacts The outbreak of COVID-19 in 2020 caused significant disruptions in the U.S. and world economies which led to significant reductions in demand for crude oil. 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. 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. Accounting Standards Adopted in 2021 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. We adopted this new standard as of January 1, 2021. The adoption of this new standard did not have a material impact on our unaudited condensed consolidated financial statements. Accounting Standards Issued But Not Yet Adopted Convertible Debt. In August 2020, the FASB issued ASU No. 2020-06 Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. This update reduces the number of accounting models for convertible debt instruments resulting in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. 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-share guidance. This guidance may be adopted through either a modified retrospective or fully retrospective method 8 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) of transition. This guidance will be effective for us in the first quarter of 2022. 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 receive in exchange for those goods or services. For a detailed discussion of our revenue recognition policies, refer to the Company’s 2020 Annual Report on Form 10-K. Disaggregated Revenue Refer to Note 11 Business Segments for disaggregated revenue by product line and geography. 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 nine months ended September 30, 2021 (in thousands): September 30, 2021 December 31, 2020 Increase $ % Accrued revenue $ 2,041 $ 1,687 Costs and estimated profits in excess of billings 11,868 8,516 Contract assets $ 13,909 $ 10,203 $ 3,706 36 % Deferred revenue $ 8,270 $ 7,863 Billings in excess of costs and profits recognized 5,450 1,817 Contract liabilities $ 13,720 $ 9,680 $ 4,040 42 % 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. 4. Dispositions 2020 Disposition of ABZ and Quadrant Valves On December 31, 2020, we sold certain assets of our ABZ and Quadrant valve brands for cash consideration of $ 104.6 million. This transaction was accounted for as a disposition of a business. We recognized a gain on disposition of $ 88.4 million based on the difference in cash received less $ 14.9 million of net book value of assets sold and $ 1.3 million of cash paid in the second quarter 2021 for the net working capital settlement related to this disposition. Pro forma results of operations for this disposition have not been presented because the effects were not material to the consolidated financial statements. 9 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 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 Work in process 21,234 15,946 Finished goods 188,834 229,212 Gross inventories 300,730 396,689 Inventory reserve ( 66,855 ) ( 144,942 ) Inventories $ 233,875 $ 251,747 6. Intangible Assets 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) Customer relationships $ 267,872 $ ( 129,509 ) $ 138,363 10 - 15 Patents and technology 89,015 ( 28,400 ) 60,615 5 - 19 Non-compete agreements 191 ( 164 ) 27 2 - 6 Trade names 42,821 ( 24,650 ) 18,171 7 - 19 Trademarks 5,089 ( 1,357 ) 3,732 15 Intangible Assets Total $ 404,988 $ ( 184,080 ) $ 220,908 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Intangibles Amortization Period (In Years) Customer relationships $ 272,470 $ ( 121,294 ) $ 151,176 10 - 15 Patents and technology 89,626 ( 24,440 ) 65,186 5 - 19 Non-compete agreements 190 ( 137 ) 53 2 - 6 Trade names 42,984 ( 22,941 ) 20,043 7 - 19 Trademarks 5,089 ( 1,103 ) 3,986 15 Intangible Assets Total $ 410,359 $ ( 169,915 ) $ 240,444 10 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) 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 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 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 nine months ended September 30, 2020 (in thousands): Impairments of: Drilling & Downhole Completions Production Corporate Total Impairments Property and equipment (1) 1,069 9,608 4,460 15,137 Intangible assets (2) 5,257 — — 5,257 Operating lease right of use assets (3) 4,544 6,140 1,914 1,498 14,096 Total impairments $ 10,870 $ 15,748 $ 6,374 $ 1,498 $ 34,490 (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 primarily include customer relationships, technology and distributor relationships. (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. 8. Debt 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 Unamortized debt discount ( 21,128 ) ( 30,248 ) Debt issuance cost ( 5,186 ) ( 7,318 ) Credit Facility — 13,126 Other debt 1,471 2,272 Total debt 232,127 294,695 Less: current maturities ( 1,000 ) ( 1,322 ) Long-term debt $ 231,127 $ 293,373 11 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) 2025 Notes In August 2020, we exchanged $ 315.5 million principal amount of our previous 6.25 % unsecured notes due 2021 (“2021 Notes”) for new 9.00 % convertible secured notes due August 2025 (the “2025 Notes”). This transaction was accounted for as an extinguishment of the 2021 Notes with the new 2025 Notes recorded at fair value on the transaction date. We estimated the fair value of the 2025 Notes to be $ 282.6 million at the issuance date, resulting in a $ 32.9 million discount (“Debt Discount”) at issuance. As a result, we recognized a $ 28.7 million gain on extinguishment of debt that reflects the difference in the $ 314.8 million net carrying value of the 2021 Notes exchanged, including debt issuance costs and unamortized debt premium, less the $ 282.6 million estimated fair value of 2025 Notes and a $ 3.5 million early participation fee paid to bondholders that participated in the exchange. The Debt Discount is being amortized as non-cash interest expense over the term of the 2025 Notes using the effective interest method. The 2025 Notes pay interest at the rate of 9.00 %, of which 6.25 % is payable in cash and 2.75 % is payable in cash or additional notes, at the Company’s option. 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. 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 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 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. Line”), of which up to $ 20.0 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”). 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 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 $ 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 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 0.00 %, 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. The U.S. 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 0.00 %, 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 12 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) 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 %. 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. Furthermore, the Credit Facility includes an obligation to prepay outstanding loans with cash on hand in excess of certain thresholds and includes a cross-default to the 2025 Notes. Deferred Loan Costs We have incurred loan costs that have been deferred and are amortized to interest expense over the term of the 2025 Notes and the Credit Facility. 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 Other debt consists primarily of various finance leases of equipment. 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 $ 15.2 million and $ 15.6 million in total outstanding letters of credit as of September 30, 2021 and December 31, 2020, 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 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 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 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. We have deferred tax assets related to net operating loss and other tax 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 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 September 30, 2021. 13 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) 10. Fair Value Measurements 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. 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 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 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 September 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 nine months ended September 30, 2021. 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenue: Drilling & Downhole $ 63,180 $ 43,164 173,406 166,990 Completions 49,692 19,632 134,051 88,038 Production 28,457 40,836 85,825 145,038 Eliminations ( 345 ) ( 26 ) ( 361 ) ( 553 ) Total revenue $ 140,984 $ 103,606 $ 392,921 $ 399,513 Operating income (loss): Drilling & Downhole $ 4,042 $ ( 13,207 ) $ 2,237 $ ( 26,751 ) Completions 250 ( 11,896 ) ( 52 ) ( 47,027 ) Production ( 3,374 ) ( 70 ) ( 11,256 ) ( 9,306 ) Corporate ( 8,387 ) ( 7,706 ) ( 23,667 ) ( 23,326 ) Segment operating loss ( 7,469 ) ( 32,879 ) ( 32,738 ) ( 106,410 ) Impairments of intangible assets, property and equipment — 2,962 — 20,394 Loss (gain) on disposal of assets and other ( 93 ) 1,206 ( 1,362 ) 672 Operating loss $ ( 7,376 ) $ ( 37,047 ) $ ( 31,376 ) $ ( 127,476 ) 14 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) A summary of consolidated assets by reportable segment is as follows (in thousands): September 30, 2021 December 31, 2020 Drilling & Downhole $ 317,606 $ 314,375 Completions 354,040 356,645 Production 85,830 92,949 Corporate 42,489 125,957 Total assets $ 799,965 $ 889,926 Corporate assets primarily include cash and certain prepaid assets. The following table presents our revenues disaggregated by product line (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Drilling Technologies $ 23,211 $ 17,467 $ 69,355 $ 74,076 Downhole Technologies 17,623 13,376 49,329 51,000 Subsea Technologies 22,346 12,321 54,722 41,914 Stimulation and Intervention 25,562 9,375 68,618 42,371 Coiled Tubing 24,130 10,257 65,433 45,667 Production Equipment 14,314 15,498 46,107 53,677 Valve Solutions 14,143 25,338 39,718 91,361 Eliminations ( 345 ) ( 26 ) ( 361 ) ( 553 ) Total revenue $ 140,984 $ 103,606 $ 392,921 $ 399,513 The following table presents our revenues disaggregated by geography (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 United States $ 88,532 $ 62,311 $ 234,246 $ 256,497 Canada 10,946 5,574 30,027 25,125 Europe & Africa 17,416 6,153 45,643 25,757 Middle East 10,916 11,156 33,196 34,303 Asia-Pacific 7,302 11,337 31,097 34,160 Latin America 5,872 7,075 18,712 23,671 Total Revenue $ 140,984 $ 103,606 $ 392,921 $ 399,513 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, some of which may or may not be covered by insurance. 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 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. 15 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) 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 nine months ended September 30, 2021. 13. Loss 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 September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net loss $ ( 11,587 ) $ ( 21,551 ) ( 63,056 ) ( 64,189 ) Basic - weighted average shares outstanding 5,661 5,580 5,637 5,573 Dilutive effect of stock options and restricted stock — — — — Dilutive effect of convertible notes due 2025 — — — — Diluted - weighted average shares outstanding 5,661 5,580 5,637 5,573 Loss per share Basic $ ( 2.05 ) $ ( 3.86 ) $ ( 11.19 ) $ ( 11.52 ) Diluted $ ( 2.05 ) $ ( 3.86 ) $ ( 11.19 ) $ ( 11.52 ) For all periods presented, we excluded all potentially dilutive restricted shares, stock options and the assumed conversion of the 2025 Notes in calculating diluted earnings per share as the effect was anti-dilutive due to net losses incurred for these periods. 14. Stockholders' Equity Stock-based compensation 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 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 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. Reverse stock split In order to bring the Company into compliance with the listing requirements of the New York Stock Exchange, our Board of Directors approved a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $ 0.01 per share, accompanied by a corresponding decrease in the Company’s authorized shares of common stock. The Company's stockholders previously approved the Reverse Stock Split at the annual meeting of stockholders on May 12, 2020. 16 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) The effective time of the Reverse Stock Split was after market close on November 9, 2020, with the common stock trading on a post-split basis under the Company’s existing trading symbol, “FET,” at the market open on November 10, 2020. No fractional shares of common stock were issued as a result of the Reverse Stock Split. Instead, any stockholder who would have been entitled to a fractional share received a cash payment in lieu of such fractional shares. Following the completion of the Reverse Stock Split, the number of authorized shares of common stock was reduced from 296,000,000 to 14,800,000 . Unless otherwise indicated, the number of shares of common stock outstanding and per-share amounts in these consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the effect of the Reverse Stock Split. The par value of our common stock remains at $ 0.01 per share. 15. Related Party Transactions The Company has sold and purchased inventory, services and fixed assets to and from certain affiliates of certain directors. The dollar amounts of these related party activities are not significant to the Company’s unaudited condensed consolidated financial statements.