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) 2022 2021 2022 2021 Revenue $ 181,835 $ 140,984 $ 509,255 $ 392,921 Cost of sales 130,472 106,119 370,700 299,667 Gross profit 51,363 34,865 138,555 93,254 Operating expenses Selling, general and administrative expenses 43,713 42,334 131,515 125,992 Gain on disposal of assets and other ( 52 ) ( 93 ) ( 938 ) ( 1,362 ) Total operating expenses 43,661 42,241 130,577 124,630 Operating income (loss) 7,702 ( 7,376 ) 7,978 ( 31,376 ) Other expense (income) Interest expense 8,143 7,128 23,609 24,065 Foreign exchange and other gains, net ( 18,288 ) ( 3,962 ) ( 37,112 ) ( 1,431 ) Loss on extinguishment of debt — 196 — 5,290 Total other expense (income), net ( 10,145 ) 3,362 ( 13,503 ) 27,924 Income (loss) before income taxes 17,847 ( 10,738 ) 21,481 ( 59,300 ) Income tax expense 1,370 849 4,939 3,756 Net income (loss) $ 16,477 $ ( 11,587 ) $ 16,542 $ ( 63,056 ) Weighted average shares outstanding Basic 5,778 5,661 5,736 5,637 Diluted 10,552 5,661 10,489 5,637 Earnings (loss) per share Basic $ 2.85 $ ( 2.05 ) $ 2.88 $ ( 11.19 ) Diluted $ 1.82 $ ( 2.05 ) $ 2.37 $ ( 11.19 ) Other comprehensive income (loss), net of tax: Net income (loss) $ 16,477 $ ( 11,587 ) $ 16,542 $ ( 63,056 ) Change in foreign currency translation, net of tax of $ 0 ( 22,690 ) ( 5,822 ) ( 46,199 ) ( 2,604 ) Gain on pension liability 66 45 153 101 Comprehensive loss $ ( 6,147 ) $ ( 17,364 ) $ ( 29,504 ) $ ( 65,559 ) 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, 2022 December 31, 2021 Assets Current assets Cash and cash equivalents $ 19,778 $ 46,858 Accounts receivable—trade, net of allowances of $ 10,026 and $ 11,114 147,783 123,903 Inventories, net 270,626 241,740 Prepaid expenses and other current assets 22,649 23,702 Accrued revenue 934 2,245 Costs and estimated profits in excess of billings 16,590 8,285 Total current assets 478,361 446,733 Property and equipment, net of accumulated depreciation 86,190 94,005 Operating lease assets 20,833 25,431 Deferred financing costs, net 1,245 1,484 Intangible assets, net 196,581 217,405 Deferred income taxes, net 632 203 Other long-term assets 6,408 6,075 Total assets $ 790,250 $ 791,336 Liabilities and equity Current liabilities Current portion of long-term debt $ 502 $ 860 Accounts payable—trade 111,253 99,379 Accrued liabilities 74,498 58,436 Deferred revenue 10,141 7,276 Billings in excess of costs and profits recognized 683 9,705 Total current liabilities 197,077 175,656 Long-term debt, net of current portion 247,511 232,370 Deferred income taxes, net 918 834 Operating lease liabilities 28,025 34,745 Other long-term liabilities 14,114 18,605 Total liabilities 487,645 462,210 Commitments and contingencies Equity Common stock, $ 0.01 par value, 14,800,000 shares authorized, 6,223,271 and 6,100,886 shares issued 62 61 Additional paid-in capital 1,252,945 1,249,962 Treasury stock at cost, 467,153 shares ( 135,562 ) ( 135,562 ) Retained deficit ( 667,765 ) ( 684,307 ) Accumulated other comprehensive loss ( 147,075 ) ( 101,028 ) Total equity 302,605 329,126 Total liabilities and equity $ 790,250 $ 791,336 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) 2022 2021 Cash flows from operating activities Net income (loss) $ 16,542 $ ( 63,056 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation expense 9,678 13,159 Amortization of intangible assets 18,487 18,896 Inventory write down 1,580 4,019 Stock-based compensation expense 3,537 5,691 Loss on extinguishment of debt — 5,290 Deferred income taxes ( 1,870 ) ( 473 ) Noncash losses and other, net 5,480 5,567 Changes in operating assets and liabilities Accounts receivable—trade ( 28,729 ) ( 38,215 ) Inventories ( 37,160 ) 13,089 Prepaid expenses and other assets 1,408 ( 8,264 ) Cost and estimated profit in excess of billings ( 10,251 ) ( 3,469 ) Accounts payable, deferred revenue and other accrued liabilities ( 2,022 ) 35,919 Billings in excess of costs and estimated profits earned ( 8,812 ) 3,747 Net cash used in operating activities $ ( 32,132 ) $ ( 8,100 ) Cash flows from investing activities Capital expenditures for property and equipment ( 4,779 ) ( 999 ) Proceeds from sale of property and equipment 2,672 6,826 Payments related to business acquisitions and dispositions ( 485 ) ( 1,283 ) Net cash provided by (used in) investing activities $ ( 2,592 ) $ 4,544 Cash flows from financing activities Borrowings on Credit Facility 423,945 — Repayments on Credit Facility ( 413,205 ) ( 13,126 ) Cash paid to repurchase 2025 Notes — ( 58,596 ) Payment of capital lease obligations ( 746 ) ( 1,023 ) Repurchases of stock ( 826 ) ( 349 ) Deferred financing costs — ( 1,464 ) Net cash provided by (used in) financing activities $ 9,168 $ ( 74,558 ) Effect of exchange rate changes on cash ( 1,524 ) ( 459 ) Net decrease in cash, cash equivalents and restricted cash ( 27,080 ) ( 78,573 ) Cash, cash equivalents and restricted cash at beginning of period 46,858 128,617 Cash, cash equivalents and restricted cash at end of period $ 19,778 $ 50,044 Noncash activities Operating lease right of use assets obtained in exchange for lease obligations 3,248 1,055 Finance lease right of use assets obtained in exchange for lease obligations 458 228 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, 2022 (in thousands) Common stock Additional paid-in capital Treasury stock Retained deficit Accumulated other comprehensive income / (loss) Total equity Balance at December 31, 2021 $ 61 $ 1,249,962 $ ( 135,562 ) $ ( 684,307 ) $ ( 101,028 ) $ 329,126 Stock-based compensation expense — 2,151 — — — 2,151 Restricted stock issuance, net of forfeitures 1 ( 361 ) — — — ( 360 ) Currency translation adjustment — — — — ( 6,992 ) ( 6,992 ) Change in pension liability — — — — 30 30 Net loss — — — ( 9,199 ) — ( 9,199 ) Balance at March 31, 2022 $ 62 $ 1,251,752 $ ( 135,562 ) $ ( 693,506 ) $ ( 107,990 ) $ 314,756 Stock-based compensation expense — 621 — — — 621 Restricted stock issuance, net of forfeitures — ( 1 ) — — — ( 1 ) Liability awards converted to share settled — 275 — — — 275 Currency translation adjustment — — — — ( 16,518 ) ( 16,518 ) Change in pension liability — — — — 57 57 Net income — — — 9,264 — 9,264 Balance at June 30, 2022 62 1,252,647 ( 135,562 ) ( 684,242 ) ( 124,451 ) 308,454 Stock-based compensation expense — 765 — — — 765 Restricted stock issuance, net of forfeitures — ( 467 ) — — — ( 467 ) Treasury stock — — — — — — Currency translation adjustment — — — — ( 22,690 ) ( 22,690 ) Change in pension liability — — — — 66 66 Net income — — — 16,477 — 16,477 Balance at September 30, 2022 $ 62 $ 1,252,945 $ ( 135,562 ) $ ( 667,765 ) $ ( 147,075 ) $ 302,605 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, 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 ) 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. 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. 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 three and nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 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, 2021, which are included in the Company’s 2021 Annual Report on Form 10-K filed with the SEC on March 4, 2022. 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 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 contributed to materials delays and 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 measures taken in response to COVID-19 outbreaks. 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 2022 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. In addition, this update also makes targeted changes to the disclosures for convertible instruments and earnings-per-share guidance. We adopted this new standard as of January 1, 2022. The adoption of this new standard did not have a material impact on our unaudited condensed 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 2021 Annual Report on Form 10-K. Disaggregated Revenue Refer to Note 10 Business Segments for disaggregated revenue by product line and geography. 8 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 nine months ended September 30, 2022 (in thousands): September 30, 2022 December 31, 2021 Increase / (Decrease) $ % Accrued revenue $ 934 $ 2,245 Costs and estimated profits in excess of billings 16,590 8,285 Contract assets $ 17,524 $ 10,530 $ 6,994 66 % Deferred revenue $ 10,141 $ 7,276 Billings in excess of costs and profits recognized 683 9,705 Contract liabilities $ 10,824 $ 16,981 $ ( 6,157 ) ( 36 ) % During the nine months ended September 30, 2022, our contract assets increased by $ 7.0 million and our contract liabilities decreased by $ 6.2 million primarily due to the timing of milestone billings for projects in our Subsea product line. During the nine months ended September 30, 2022, we recognized $ 12.9 million of revenue that was included in the contract liability balance at the beginning of the period. As the majority 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. Acquisitions 2021 Acquisition of Hawker Equipment Solutions On December 20, 2021, we acquired certain assets of Hawker Equipment Solutions, LLC (“Hawker”) for total cash consideration of $ 5.1 million, of which, $ 3.4 million was paid in the fourth quarter of 2021 with the balance expected to be paid over the subsequent five years , including $ 0.5 million paid in the first nine months of 2022. Hawker is a manufacturer of hydraulic pickup and laydown units. This acquisition is included in the Drilling product line within the Drilling and Downhole segment. The fair values of the assets acquired and liabilities assumed, as well as the pro forma results of operations for this acquisition, have not been presented because they are 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, 2022 and December 31, 2021 were as follows (in thousands): September 30, 2022 December 31, 2021 Raw materials and parts $ 97,409 $ 97,053 Work in process 29,805 24,618 Finished goods 185,159 182,954 Gross inventories 312,373 304,625 Inventory reserve ( 41,747 ) ( 62,885 ) Inventories $ 270,626 $ 241,740 6. Intangible Assets Intangible assets consisted of the following as of September 30, 2022 and December 31, 2021, respectively (in thousands): September 30, 2022 Gross Carrying Amount Accumulated Amortization Net Intangibles Amortization Period (In Years) Customer relationships $ 264,159 $ ( 141,555 ) $ 122,604 10 - 15 Patents and technology 88,188 ( 33,551 ) 54,637 5 - 19 Non-compete agreements 186 ( 186 ) — 2 - 6 Trade names 42,246 ( 26,299 ) 15,947 7 - 19 Trademarks 5,089 ( 1,696 ) 3,393 15 Intangible Assets Total $ 399,868 $ ( 203,287 ) $ 196,581 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Intangibles Amortization Period (In Years) Customer relationships $ 269,589 $ ( 133,451 ) $ 136,138 10 - 15 Patents and technology 89,449 ( 29,785 ) 59,664 5 - 19 Non-compete agreements 191 ( 173 ) 18 2 - 6 Trade names 43,125 ( 25,187 ) 17,938 7 - 19 Trademarks 5,089 ( 1,442 ) 3,647 15 Intangible Assets Total $ 407,443 $ ( 190,038 ) $ 217,405 10 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) 7. Debt Notes payable and lines of credit as of September 30, 2022 and December 31, 2021 consisted of the following (in thousands): September 30, 2022 December 31, 2021 2025 Notes $ 256,970 $ 256,970 Unamortized debt discount ( 16,550 ) ( 20,035 ) Debt issuance cost ( 4,062 ) ( 4,918 ) Credit Facility 10,740 — Other debt 915 1,213 Total debt 248,013 233,230 Less: current maturities ( 502 ) ( 860 ) Long-term debt $ 247,511 $ 232,370 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, 2022, approximately $ 123 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 per share daily volume weighted average price 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 11 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) 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 $ 126.0 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, 2022, our total borrowing base was $ 160.0 million, of which $ 10.7 million was drawn and $ 22.1 million was used for security of outstanding letters of credit, resulting in remaining availability of $ 127.2 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 Canadian Dollar Offered Rate ("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 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 weighted average interest rate under the Credit Facility was approximately 5.02 % for the nine months ended September 30, 2022. 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 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 $ 22.1 million and $ 19.1 million in total outstanding letters of credit as of September 30, 2022 and December 31, 2021, respectively. 8. 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, 2022, we recorded a tax expense of $ 1.4 million and $ 4.9 million, respectively. For the three and nine months ended September 30, 2021, we recorded a tax expense of $ 0.8 million and $ 3.8 million, respectively. The estimated annual effective tax rates for all periods 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. 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 12 Table of Contents Forum Energy Technologies, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited) evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning and recent operating results. As of September 30, 2022, 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, 2022. 9. Fair Value Measurements The Company had $ 10.7 million of borrowings outstanding under the Credit Facility as of September 30, 2022. 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, 2022, the fair value and the carrying value of our 2025 Notes approximated $ 248.2 million and $ 236.4 million, respectively. At December 31, 2021, the fair value and the carrying value of our 2025 Notes approximated $ 225.0 million and $ 232.0 million, respectively. There were no other significant outstanding financial instruments as of September 30, 2022 and December 31, 2021 that required measuring the amounts at fair value on a recurring basis. 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, 2022. 10. 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, 2022 2021 2022 2021 Revenue: Drilling & Downhole $ 75,723 $ 63,180 223,476 173,406 Completions 72,246 49,692 190,867 134,051 Production 34,238 28,457 95,622 85,825 Eliminations ( 372 ) ( 345 ) ( 710 ) ( 361 ) Total revenue $ 181,835 $ 140,984 $ 509,255 $ 392,921 Operating income (loss): Drilling & Downhole $ 9,481 $ 4,042 $ 23,995 $ 2,237 Completions 5,915 250 8,787 ( 52 ) Production 665 ( 3,374 ) ( 1,241 ) ( 11,256 ) Corporate ( 8,411 ) ( 8,387 ) ( 24,501 ) ( 23,667 ) Segment operating income (loss) 7,650 ( 7,469 ) 7,040 ( 32,738 ) Gain on disposal of assets and other ( 52 ) ( 93 ) ( 938 ) ( 1,362 ) Operating income (loss) $ 7,702 $ ( 7,376 ) $ 7,978 $ ( 31,376 ) 13 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, 2022 December 31, 2021 Drilling & Downhole $ 317,807 $ 313,493 Completions 364,952 351,908 Production 91,476 83,150 Corporate 16,015 42,785 Total assets $ 790,250 $ 791,336 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, 2022 2021 2022 2021 Drilling Technologies $ 38,159 $ 23,211 $ 100,934 $ 69,355 Downhole Technologies 21,916 17,623 62,902 49,329 Subsea Technologies 15,648 22,346 59,640 54,722 Stimulation and Intervention 43,647 25,562 111,143 68,618 Coiled Tubing 28,599 24,130 79,724 65,433 Production Equipment 18,463 14,314 50,055 46,107 Valve Solutions 15,775 14,143 45,567 39,718 Eliminations ( 372 ) ( 345 ) ( 710 ) ( 361 ) Total revenue $ 181,835 $ 140,984 $ 509,255 $ 392,921 The following table presents our revenues disaggregated by geography (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States $ 124,896 $ 88,532 $ 336,754 $ 234,246 Canada 14,169 10,946 35,761 30,027 Europe & Africa 14,291 17,416 45,186 45,643 Middle East 12,751 10,916 38,700 33,196 Asia-Pacific 9,537 7,302 26,963 31,097 Latin America 6,191 5,872 25,891 18,712 Total Revenue $ 181,835 $ 140,984 $ 509,255 $ 392,921 11. 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, 2022 and December 31, 2021, 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. 14 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 2021 Annual Report on Form 10-K filed with the SEC on March 4, 2022. There have been no material changes related to these matters during the nine months ended September 30, 2022. 12. Earnings (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, 2022 2021 2022 2021 Net income (loss) - basic $ 16,477 $ ( 11,587 ) 16,542 ( 63,056 ) Interest on dilutive convertible notes due 2025 2,762 — 8,286 — Net income (loss) - diluted $ 19,239 $ ( 11,587 ) 24,828 ( 63,056 ) Weighted average shares outstanding - basic 5,778 5,661 5,736 5,637 Dilutive effect of stock options and restricted stock 227 — 206 — Dilutive effect of convertible notes due 2025 4,547 — 4,547 — Weighted average shares outstanding - diluted 10,552 5,661 10,489 5,637 Earnings (loss) per share Basic $ 2.85 $ ( 2.05 ) $ 2.88 $ ( 11.19 ) Diluted $ 1.82 $ ( 2.05 ) $ 2.37 $ ( 11.19 ) The diluted earnings per share calculation excludes approximately 54 thousand shares for the three months ended September 30, 2022, and 95 thousand shares for the nine months ended September 30, 2022, because they were anti-dilutive. For the three months and nine months ended September 30, 2021, 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. 13. Stockholders' Equity Stock-based compensation During the nine months ended September 30, 2022, the Company granted 101,111 restricted stock units to employees that vest ratably over three years . In addition, during the nine months ended September 30, 2022, the Company granted 101,111 restricted stock units to employees that vest ratably over three years contingent upon achieving a minimum stock price of $ 23.68 for 20 trading days during each performance period. These awards may be settled in cash or shares at the company's option. These awards were originally classified as cash-settled liability settled awards. On May 10, 2022, shareholders approved an additional 325,000 shares to be added to the employee equity incentive plan and the fair value of the awards was remeasured as of May 10, 2022. In connection with their remeasurement, the Company determined that the awards would be settled in shares instead of cash and they were classified as equity. 14. 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. 15