What changed in this filing

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Item 1. Financial Statements

2024-08-02 compared with 2024-05-03 · 128 added, 88 removed, 417 unchanged (34% of the section changed)

3 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended March 31,

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

(in thousands, except per share information) 2024 2023 2024 2023

5 unchanged sentences

Transaction expenses 1,228 — 7,149 —

Gain on disposal of assets and other ( 28 ) ( 260 )

Loss on disposal of assets and other 220 542 192 282

Total operating expenses 55,139 44,899 115,698 90,150

2 unchanged sentences

Interest expense 8,659 4,689 17,419 9,238

Foreign exchange and other losses, net 1,227 2,972

Foreign exchange losses and other, net 3,006 6,436 4,233 9,408

Loss on extinguishment of debt 463 — 463 —

Total other expense 12,128 11,125 22,115 18,646

17 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except share information) March 31, 2024 December 31, 2023

(in thousands, except share information) June 30, 2024 December 31, 2023

Current assets

41 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2024 2023

6 unchanged sentences

Stock-based compensation expense 3,104 2,098

Loss on extinguishment of debt 463 —

Deferred income taxes ( 2,272 ) 695

Noncash losses and other, net 1,299 1,398

Other 3,380 2,929

Changes in operating assets and liabilities

1 unchanged sentence

Inventories 18,769 ( 33,772 )

Prepaid expenses and other assets 2,694 1,037

Prepaid expenses and other current assets 6,092 ( 3,205 )

Cost and estimated profit in excess of billings 621 2,845

Accounts payable, deferred revenue and other accrued liabilities ( 20,636 ) 2,436

Billings in excess of costs and estimated profits earned 291 111

Billings in excess of costs and profits recognized 19 2,585

Net cash provided by (used in) operating activities 28,073 ( 29,491 )

7 unchanged sentences

Repayments on Credit Facility ( 313,397 ) ( 206,843 )

Cash paid to repurchase 2025 Notes ( 12,996 ) —

Proceeds from issuance of Seller Term Loan 59,677 —

5 unchanged sentences

Effect of exchange rate changes on cash ( 2,844 ) 798

Net increase (decrease) in cash, cash equivalents and restricted cash 2,323 ( 4,265 )

Net decrease in cash, cash equivalents and restricted cash ( 14,339 ) ( 26,273 )

Cash, cash equivalents and restricted cash at beginning of period 46,165 51,029

1 unchanged sentence

Noncash activities

Operating lease right of use assets obtained in exchange for lease obligations $ 2,775 $ 1,835

Finance lease right of use assets obtained in exchange for lease obligations 750 926

Operating lease assets obtained in exchange for lease obligations $ 3,087 $ 2,755

Finance lease assets obtained in exchange for lease obligations 1,171 1,216

Stock issuance related to business acquisition 44,220 —

Liability awards converted to shares settled 337 —

Accrued purchases of property and equipment 1,050 —

Conversion of debt to common stock — 113,650

3 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended March 31, 2024

Six Months Ended June 30, 2024

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

10 unchanged sentences

Balance at March 31, 2024 $ 130 $ 1,413,970 $ ( 142,057 ) $ ( 709,786 ) $ ( 116,055 ) $ 446,202

Stock-based compensation expense — 1,531 — — — 1,531

Liability awards converted to share settled — 337 — — — 337

Currency translation adjustment — — — — 621 621

Change in pension liability — — — — ( 5 ) ( 5 )

Net loss — — — ( 6,696 ) — ( 6,696 )

Balance at June 30, 2024 $ 130 $ 1,415,838 $ ( 142,057 ) $ ( 716,482 ) $ ( 115,439 ) $ 441,990

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

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended March 31, 2023

Six Months Ended June 30, 2023

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

11 unchanged sentences

Balance at March 31, 2023 $ 109 $ 1,366,184 $ ( 142,057 ) $ ( 684,081 ) $ ( 123,312 ) $ 416,843

Stock-based compensation expense — 1,257 — — — 1,257

Currency translation adjustment — — — — 7,749 7,749

Change in pension liability — — — — 6 6

Net loss — — — ( 6,579 ) — ( 6,579 )

Balance at June 30, 2023 $ 109 $ 1,367,441 $ ( 142,057 ) $ ( 690,660 ) $ ( 115,557 ) $ 419,276

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

10 unchanged sentences

In management's opinion, 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 months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 or any other interim period.

Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024 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 (“SEC”) regarding interim financial reporting.

2 unchanged sentences

Change of Segment

In the first quarter 2024, following the Variperm Holdings Ltd.

("Variperm") acquisition, we aligned our reportable segments with business activity drivers, our customer base, and the manner in which we review and evaluate operating performance.

In the first quarter 2024, following the acquisition (the “Variperm Acquisition”) of Variperm Holdings Ltd.

("Variperm"), we aligned our reportable segments with business activity drivers and the manner in which management reviews and evaluates operating performance.

FET now operates in the following two reportable segments:

29 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 three months ended March 31, 2024 (in thousands):

March 31, 2024 December 31, 2023 Decrease

The following table reflects the changes in our contract assets and contract liabilities balances for the six months ended June 30, 2024 (in thousands):

June 30, 2024 December 31, 2023 Decrease

Accrued revenue $ 1,615 $ 1,801

6 unchanged sentences

Contract liabilities $ 14,544 $ 14,772 $ ( 228 ) ( 2 ) %

During the three months ended March 31, 2024, our contract assets decreased by $ 3.5 million and our contract liabilities decreased nominally primarily due to the timing of milestone billings for projects in our Subsea product line.

During the six months ended June 30, 2024, our contract assets decreased by $ 2.2 million and our contract liabilities decreased nominally primarily due to the timing of milestone billings for projects in our Subsea product line.

The noncurrent portion of contract assets is recorded on the consolidated balance sheets as other long-term assets.

During the three months ended March 31, 2024, we recognized $ 5.5 million of revenue that was included in the contract liabilities balance at the beginning of the period.

During the six months ended June 30, 2024, we recognized $ 7.1 million of revenue that was included in the contract liabilities balance at the beginning of the period.

Substantially all of our contracts are less than one year in duration.

As such, we have elected to apply the practical expedient which allows an entity to exclude disclosures about its remaining performance obligations if such obligation is part of a contract that has an original expected duration of one year or less .

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

On January 4, 2024, the Company and its wholly owned subsidiary acquired all of the issued and outstanding common shares of Variperm (the “Variperm Acquisition”).

On January 4, 2024, the Company and its wholly owned subsidiary acquired all of the issued and outstanding common shares of Variperm in the Variperm Acquisition.

Variperm, headquartered in Canada, is a manufacturer of downhole technology solutions, providing sand and flow control products for heavy oil applications.

Total consideration for the Variperm Acquisition includes approximately $ 150.0 million of cash and 2.0 million shares of the Company’s common stock determined using the market price at closing date, which was subject to customary purchase price adjustments.

Total consideration for the Variperm Acquisition included approximately $ 150.0 million of cash and 2.0 million shares of the Company’s common stock, which was subject to customary purchase price adjustments.

In connection with the closing, to fund the cash portion of the purchase price, the Company borrowed $ 90.0 million under its senior secured asset-based lending facility (“Credit Facility”) on January 2, 2024 and entered into a $ 60.0 million second lien seller term loan credit agreement (“Seller Term Loan”) on January 4, 2024.

In March 2024, in connection with the finalization of working capital adjustments, the principal amount of the Seller Term Loan was reduced by $ 0.3 million.

During the three months ended March 31, 2024, the Company recognized acquisition-related costs of $ 5.9 million for consulting fees and other costs expensed as transaction expenses.

During the three and six months ended June 30, 2024, the Company recognized acquisition-related costs of $ 1.2 million and $ 7.1 million, respectively, for consulting fees and other costs expensed as transaction expenses.

The acquisition of business on the statement of cash flow is presented net of the cash and cash equivalents acquired.

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

The following table summarizes the fair value of identified assets acquired and liabilities assumed at the date of acquisition.

28 unchanged sentences

The fair value of customer relationships and backlog were estimated using the multi-period excess earnings method.

The excess earning

The excess earning method model estimates revenues and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets.

The resulting cash flow, which is attributable solely to the asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate the present value.

Unaudited Pro Forma Financial Information

The contributed revenues and net income to the Company of the acquired Variperm business, for the period from January 4, 2024 to June 30, 2024 were as follows (in thousands):

Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Revenue $ 26,903 $ 54,271

Net income (loss) 5,113 9,501

Forum Energy Technologies, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Continued)

method model estimates revenues and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets.

The resulting cash flow, which is attributable solely to the asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate the present value.

Unaudited Pro Forma Financial Information

The acquired Variperm business contributed revenues and net income of $ 27.4 million and $ 4.4 million, respectively, to the Company for the period from January 4, 2024 to March 31, 2024.

The following unaudited pro forma summary presents the results of operations of the Company as if the acquisition of Variperm occurred on January 1, 2023:

Three Months Ended

The following unaudited pro forma summary presents the results of operations of the Company as if the acquisition of Variperm occurred on January 1, 2023 (in thousands):

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Revenue $ 205,209 $ 215,919 $ 407,601 $ 442,619

2 unchanged sentences

The pro forma amounts do not include any potential cost savings or other expected benefits of the acquisition, and are presented for illustrative purposes only and are not necessarily indicative of results that would have been achieved if the acquisition had occurred as of January 1, 2023 or of future operating performance.

The Company's significant components of inventory at March 31, 2024 and December 31, 2023 were as follows (in thousands):

March 31, 2024 December 31, 2023

The Company's significant components of inventory at June 30, 2024 and December 31, 2023 were as follows (in thousands):

June 30, 2024 December 31, 2023

Raw materials and parts $ 98,994 $ 92,563

4 unchanged sentences

Inventories, net $ 291,087 $ 299,639

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Goodwill and Intangible Assets

The changes in the carrying amount of goodwill from December 31, 2023 to March 31, 2024, were as follows (in thousands):

The changes in the carrying amount of goodwill from December 31, 2023 to June 30, 2024, were as follows (in thousands):

Artificial Lift and Downhole

3 unchanged sentences

local currency translation ( 1,252 )

Goodwill, March 31, 2024 $ 63,202

Goodwill, June 30, 2024 $ 62,689

Goodwill is not amortized and is tested for impairment at least annually or when events and circumstances indicate that fair value may be below its carrying value.

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Intangible Assets

Intangible assets consisted of the following as of March 31, 2024 and December 31, 2023, respectively (in thousands):

March 31, 2024

Intangible assets consisted of the following as of June 30, 2024 and December 31, 2023, respectively (in thousands):

June 30, 2024

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

13 unchanged sentences

Total intangible assets $ 405,115 $ ( 237,145 ) $ 167,970

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Debt as of March 31, 2024 and December 31, 2023 consisted of the following (in thousands):

March 31, 2024 December 31, 2023

Debt as of June 30, 2024 and December 31, 2023 consisted of the following (in thousands):

June 30, 2024 December 31, 2023

2025 Notes $ 121,212 $ 134,208

8 unchanged sentences

Long-term debt, net of current portion $ 246,348 $ 129,567

Our 9.00 % convertible secured notes due August 2025 (“2025 Notes”), of which $ 134.2 million principal amount was outstanding at March 31, 2024, 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.

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Our 9.00 % convertible secured notes due August 2025 (“2025 Notes”), of which $ 121.2 million principal amount was outstanding at June 30, 2024, 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.

In January 2023, $ 122.8 million or 48 % of the then-outstanding principal amount of the 2025 Notes mandatorily converted into approximately 4.5 million shares of common stock.

During the six months ended June 30, 2024, we repurchased an aggregate $ 13.0 million of principal amount of our 2025 Notes for $ 13.0 million.

The net carrying value of the extinguished debt, including unamortized debt discount and debt issuance costs, was $ 12.5 million, resulting in a $ 0.5 million loss on extinguishment of debt.

Subsequent to June 30, 2024, we issued a notice of redemption for $ 60.0 million aggregate principal amount of our 2025 Notes with a redemption date of August 16, 2024.

Seller Term Loan

9 unchanged sentences

Credit Facility

Our Credit Facility, which has a maturity date , subject to certain exceptions, of September 2028, provides revolving credit commitments of $ 250.0 million (with a sublimit of up to $ 70.0 million available for the issuance of letters of credit for the account of the Company and certain of its domestic subsidiaries) (the “U.S.

Our Credit Facility matures on the earliest of (a) September 8, 2028, (b) the date that is 91 days prior to the maturity of 2025 Senior Notes (which will not apply if the 2025 Senior Notes are repaid prior to such 91st day) and (c) the date that is 91 days prior to the maturity of the Seller Term Loan if the outstanding aggregate principal amount thereunder is equal to or greater than $ 30.0 million.

Th e Credit Facility provides revolving credit commitments of $ 250.0 million (with a sublimit of up to $ 70.0 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 $ 50.0 million is available to certain of our Canadian subsidiaries for loans in U.S.

or Canadian dollars (with a sublimit of up to $ 10.0 million available for the issuance of letters of credit for the account of our Canadian

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

subsidiaries) (the “Canadian Line”).

or Canadian dollars (with a sublimit of up to $ 10.0 million available for the issuance of letters of credit for the account of our Canadian subsidiaries) (the “Canadian Line”).

Lender commitments under the Credit Facility, subject to certain limitations, may be increased by an additional $ 100.0 million .

1 unchanged sentence

Our borrowing capacity under the Credit Facility could be reduced or eliminated, depending on future fluctuations in our receivables and inventory.

As of March 31, 2024, our total borrowing base was $ 189.1 million, of which $ 96.5 million amount was drawn and $ 21.0 million was used as security for outstanding letters of credit, resulting in remaining availability of $ 71.6 million.

As of June 30, 2024, our total borrowing base was $ 193.4 million, of which $ 72.8 million amount was drawn and $ 17.5 million was used as security for outstanding letters of credit, resulting in remaining availability of $ 103.1 million.

Borrowings under the U.S.

Line bear interest at a rate equal to, at our option, either (a) the Secured Overnight Financing Rate (“SOFR”), 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.

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

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 term SOFR plus 1.00 % per annum, and (iii) the “prime rate” of interest announced by Wells Fargo Bank, National Association, subject to a floor of 0.00 %.

1 unchanged sentence

The Canadian Line base rate is determined by reference to the greater of (i) the Floor, (ii) the one-month CORRA, and (iii) 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 8.34 % and 7.96 % for the three months ended March 31, 2024 and 2023, respectively.

The weighted average interest rate under the Credit Facility was approximately 8.45 % and 8.00 % for the six months ended June 30, 2024 and 2023, respectively.

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

14 unchanged sentences

Other debt consists of various finance leases of equipment.

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

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.

The Company had $ 21.0 million and $ 20.3 million in total outstanding letters of credit as of March 31, 2024 and December 31, 2023, respectively.

The Company had $ 17.5 million and $ 20.3 million in total outstanding letters of credit as of June 30, 2024 and December 31, 2023, 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 months ended March 31, 2024 and 2023, the Company recorded a tax expense of $ 3.5 million and $ 2.8 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.

For the three and six months ended June 30, 2024, the Company recorded a tax expense of $ 2.5 million and $ 6.0 million, respectively.

For the three and six months ended June 30, 2023, the Company recorded a tax expense of $ 1.9 million and $ 4.7 million, respectively.

The estimated

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

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.

Finally, the Company believes that it is reasonably possible that a decrease of approximately $ 1.5 million of noncurrent unrecognized tax benefits may occur by the end of 2024 as a result of a lapse of the statute of limitations.

The Organization for Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%.

The Organization for Economic Co-operation and Development introduced Base Erosion and Profit Shifting Pillar 2 rules that impose a global minimum tax rate of 15%.

Numerous countries, including European Union member states, have enacted, or are expected to enact, legislation to be effective January 1, 2024 with general implementation of a global minimum tax by January 1, 2025.

7 unchanged sentences

However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve.

As of March 31, 2024, we do not anticipate being able to fully utilize all of the losses prior to their expiration in the following jurisdictions:

As of June 30, 2024, 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 March 31, 2024.

As a result, we have certain valuation allowances against our deferred tax assets as of June 30, 2024.

Fair Value Measurements

The Company had $ 96.5 million and $ 59.7 million borrowings outstanding under the Credit Facility and Seller Term Loan as of March 31, 2024.

The Company had $ 72.8 million and $ 59.7 million borrowings outstanding under the Credit Facility and Seller Term Loan as of June 30, 2024.

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

2 unchanged sentences

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 March 31, 2024, the fair value and the carrying value of our 2025 Notes approximated $ 134.1 million and $ 128.8 million, respectively.

At June 30, 2024, the fair value and the carrying value of our 2025 Notes approximated $ 121.0 million and $ 117.2 million, respectively.

At December 31, 2023, the fair value and the carrying value of our 2025 Notes approximated $ 130.9 million and $ 127.9 million, respectively.

There were no other significant outstanding financial instruments as of March 31, 2024 and December 31, 2023 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 three months ended March 31, 2024.

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

There were no other significant outstanding financial instruments as of June 30, 2024 and December 31, 2023 that required measuring the amounts at fair value on a recurring basis.

Business Segments

In the first quarter 2024, following the Variperm Acquisition, we aligned our reportable segments with business activity drivers, our customer base, and the manner in which we review and evaluate operating performance.

In the first quarter 2024, following the Variperm Acquisition, we aligned our reportable segments with business activity drivers and the manner in which management reviews and evaluates operating performance.

FET now operates in the following two reportable segments:

3 unchanged sentences

The Artificial Lift and Downhole segment designs, manufactures and supplies products and solutions for the artificial lift, production and infrastructure markets.

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

The Company’s reportable segments are strategic units that offer distinct products and services.

6 unchanged sentences

Summary financial data by segment follows (in thousands):

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Drilling and Completions $ 117,025 $ 130,342 $ 236,096 $ 257,106

8 unchanged sentences

Transaction expenses 1,228 — 7,149 —

Gain on disposal of assets and other ( 28 ) ( 260 )

Loss on disposal of assets and other 220 542 192 282

Operating income $ 7,934 $ 6,407 $ 11,134 $ 13,258

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Drilling and Completions $ 576,136 $ 615,033

7 unchanged sentences

The following table presents our revenues disaggregated by product line (in thousands):

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Drilling $ 35,501 $ 44,908 $ 71,973 $ 85,215

8 unchanged sentences

The following table presents our revenues disaggregated by geography (in thousands):

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

United States $ 102,552 $ 119,544 $ 213,869 $ 248,730

Canada 36,336 14,399 71,975 28,067

Europe & Africa 21,602 11,672

Middle East 25,378 18,717 42,733 36,699

Europe & Africa 21,053 10,673 42,655 22,345

Asia-Pacific 10,150 9,851 20,318 17,532

4 unchanged sentences

Management has 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 March 31, 2024 and December 31, 2023, respectively, are immaterial.

The reserves accrued at June 30, 2024 and December 31, 2023, 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.

5 unchanged sentences

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

Three Months Ended Six Months Ended

June 30, June 30,

2024 2023 2024 2023

Net loss $ ( 6,696 ) $ ( 6,579 ) $ ( 17,011 ) $ ( 10,065 )

5 unchanged sentences

Diluted $ ( 0.54 ) $ ( 0.64 ) $ ( 1.39 ) $ ( 0.99 )

For the three months ended March 31, 2024 and 2023, we excluded all potentially dilutive restricted shares and stock options in calculating diluted earnings per share as the effect was anti-dilutive due to net losses incurred for these periods.

For the three and six months ended June 30, 2024 and 2023, we excluded all potentially dilutive restricted shares and stock options in calculating diluted earnings per share as the effect was anti-dilutive due to net losses incurred for these periods.

Diluted earnings per share was calculated using treasury stock method for the restricted shares and stock options.

1 unchanged sentence

Stock-based compensation

During the three months ended March 31, 2024, the Company granted 86,391 performance restricted stock units (assuming target performance) to an employee that vest based upon the Company's total shareholder return compared to the total shareholder return of a group of peer companies over three different performance periods.

During the six months ended June 30, 2024, the Company granted 86,391 performance restricted stock units (assuming target performance) to employees that vest based upon the Company's total shareholder return compared to the total shareholder return of a group of peer companies over three different performance periods.

The performance periods run from January 1, 2024 through December 31, 2024, January 1, 2024 through December 31, 2025 and January 1, 2024 through December 31, 2026, and 1/3 of each award is allocated to each performance period.

The performance restricted stock units may settle for between 0 % and 200 % of the target units granted.

Also, the Company granted 20,000 time-based restricted stock units to employees that vest after 1 year.

Liability-classified awards

During the three months ended March 31, 2024, the Company granted 82,406 performance restricted stock units (assuming target performance) to employees with same terms as the performance restricted stock units above.

Also, during the three months ended March 31, 2024, the Company granted 168,797 time-based restricted stock units to employees that vest ratably over three years .

Also, during the six months ended June 30, 2024, the Company granted 20,000 time-based restricted stock units to employees that vest after 1 year, and granted 49,180 shares to non-employee members of the Board of Directors that vest after 1 year.

Reclassification of liability-classified awards

During the six months ended June 30, 2024, the Company granted 82,406 performance restricted stock units (assuming target performance) to employees with same terms as the performance restricted stock units above.

Also, during the six months ended June 30, 2024, the Company granted 168,797 time-based restricted stock units to employees that vest ratably over three years .

These performance and time-based restricted stock units were originally classified as cash-settled liability awards.

On May 10, 2024, shareholders approved an additional 800,000 shares to be added to the Company's Second Amended and Restated 2016 Stock and Incentive Plan and the fair value of the awards was remeasured as of the same date.

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.

Forum Energy Technologies, Inc.

and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Related Party Transactions

2 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