UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

___________________________________



☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, ~~2020~~2021



☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-35504

FORUM ENERGY TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)




Delaware									61-1488595
(State or other jurisdiction of									(I.R.S. Employer Identification No.)
incorporation or organization)

10344 Sam Houston Park Drive

Suite 300

Houston

Texas

77064

(Address of Principal Executive Offices)

(Zip Code)


(281)			949-2500

(Registrant’s telephone number, including area code)


______________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	FET	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑☐

Non-accelerated filer

☐☑

Smaller reporting company

☐☑

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of November ~~3, 2020~~2, 2021 there were ~~111,519,107~~5,680,422 common shares outstanding.

Table of Contents

PART I — FINANCIAL INFORMATION

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) 2020 2019 2020 2019
Revenue $ 103,606 $ 239,266 $ 399,513 $ 756,756
Cost of sales 90,496 176,632 351,411 560,836
Gross profit 13,110 62,634 48,102 195,920
Operating expenses
Selling, general and administrative expenses 45,989 63,471 154,512 195,320
Transaction expenses 665 254 852 972
Impairments of goodwill, intangible assets, property and equipment 2,962 532,336 20,394 532,336
Contingent consideration benefit 0 0 0 (4,629)
Loss (gain) on disposal of assets and other 541 (107) (180) (71)
Total operating expenses 50,157 595,954 175,578 723,928
Loss from equity investment 0 (39) 0 (318)
Operating loss (37,047) (533,359) (127,476) (528,326)
Other expense (income)
Interest expense 8,473 7,766 21,617 24,170
Foreign exchange and other losses (gains), net 3,445 (3,200) (931) (3,069)
Gain realized on previously held equity investment 0 (1,567) 0 (1,567)
Gain on extinguishment of debt (28,734) 0 (72,478) 0
Deferred loan costs written off 303 0 2,262 0
Total other expense (income), net (16,513) 2,999 (49,530) 19,534
Loss before income taxes (20,534) (536,358) (77,946) (547,860)
Income tax expense (benefit) 1,017 (3,371) (13,757) 6,749
Net loss (21,551) (532,987) (64,189) (554,609)
Weighted average shares outstanding
Basic 111,607 110,295 111,459 109,977
Diluted 111,607 110,295 111,459 109,977
Loss per share
Basic $ (0.19) $ (4.83) $ (0.58) $ (5.04)
Diluted (0.19) (4.83) (0.58) (5.04)
Other comprehensive income (loss), net of tax:
Net loss (21,551) (532,987) (64,189) (554,609)
Change in foreign currency translation, net of tax of $0 5,942 (6,260) (1,004) (2,833)
Loss on pension liability (55) (17) (56) (21)
Comprehensive loss $ (15,664) $ (539,264) $ (65,249) $ (557,463)


	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.

Forum Energy Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(in thousands, except share information) September 30, 2020 December 31, 2019
Assets
Current assets
Cash and cash equivalents $ 20,020 $ 57,911
Accounts receivable—trade, net of allowances of $9,819 and $9,048 79,811 154,182
Inventories, net 364,655 414,640
Prepaid expenses and other current assets 33,031 33,820
Accrued revenue 1,617 1,260
Costs and estimated profits in excess of billings 6,340 4,104
Total current assets 505,474 665,917
Property and equipment, net of accumulated depreciation 120,266 154,836
Operating lease assets 33,907 48,682
Deferred financing costs, net 374 1,243
Intangible assets, net 247,298 272,300
Deferred income taxes, net 157 654
Other long-term assets 16,545 16,365
Total assets $ 924,021 $ 1,159,997
Liabilities and equity
Current liabilities
Current portion of long-term debt $ 1,295 $ 717
Accounts payable—trade 60,057 98,720
Accrued liabilities 70,143 86,625
Deferred revenue 5,495 4,877
Billings in excess of costs and profits recognized 169 5,911
Total current liabilities 137,159 196,850
Long-term debt, net of current portion 290,019 398,862
Deferred income taxes, net 2,153 2,465
Operating lease liabilities 46,299 49,938
Other long-term liabilities 21,109 25,843
Total liabilities 496,739 673,958
Commitments and contingencies
Equity
Common stock, $0.01 par value, 296,000,000 shares authorized, 119,614,808 and 118,840,611 shares issued 1,196 1,189
Additional paid-in capital 1,239,539 1,231,650
Treasury stock at cost, 8,217,553 and 8,211,919 shares (134,499) (134,493)
Retained deficit (568,956) (503,369)
Accumulated other comprehensive loss (109,998) (108,938)
Total equity 427,282 486,039
Total liabilities and equity $ 924,021 $ 1,159,997


(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	0		0
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.

Forum Energy Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended September 30,
(in thousands) 2020 2019
Cash flows from operating activities
Net loss $ (64,189) $ (554,609)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense 19,149 22,873
Amortization of intangible assets 19,934 25,621
Impairments of goodwill, intangible assets, property and equipment 20,394 532,336
Impairments of operating lease assets 14,096 2,187
Inventory write down 19,691 5,775
Stock-based compensation expense 7,726 11,923
Loss from unconsolidated subsidiary 0 317
Contingent consideration benefit 0 (4,629)
Gain on extinguishment of debt (72,478) 0
Gain realized on previously held equity investment 0 (1,567)
Deferred loan costs written off 2,262 0
Deferred income taxes 87 (1,438)
Noncash losses and other, net 3,417 3,751
Changes in operating assets and liabilities
Accounts receivable—trade 70,175 20,515
Inventories 29,572 28,200
Prepaid expenses and other assets 651 237
Cost and estimated profit in excess of billings (2,471) 4,190
Accounts payable, deferred revenue and other accrued liabilities (60,767) (21,328)
Billings in excess of costs and estimated profits earned (5,548) 1,297
Net cash provided by operating activities $ 1,701 $ 75,651
Cash flows from investing activities
Capital expenditures for property and equipment (2,168) (12,607)
Proceeds from sale of business, property and equipment 4,187 39,805
Net cash provided by investing activities $ 2,019 $ 27,198
Cash flows from financing activities
Borrowings of debt 85,000 97,000
Repayments of debt (113,441) (217,333)
Bond exchange early participation payment (3,500) 0
Repurchases of stock (182) (1,050)
Deferred financing costs (9,358) 0
Net cash used in financing activities $ (41,481) $ (121,383)
Effect of exchange rate changes on cash (130) 190
Net decrease in cash, cash equivalents and restricted cash (37,891) (18,344)
Cash, cash equivalents and restricted cash at beginning of period 57,911 47,241
Cash, cash equivalents and restricted cash at end of period $ 20,020 $ 28,897
Noncash activities
Operating lease right of use assets obtained in exchange for lease obligations 4,382 9,603
Finance lease right of use assets obtained in exchange for lease obligations 1,401 1,478
Note receivable related to equity method investment transaction 0 4,725


	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.

Forum Energy Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)


Nine Months Ended September 30, 2020
Nine Months Ended September 30, 2021														Nine Months Ended September 30, 2021
(in thousands)	(in thousands)	Common stock		Additional paid-in capital		Treasury stock		Retained deficit		Accumulated other comprehensive income / (loss)		Total equity		(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
Balance at December 31, 2020														Balance at December 31, 2020	$	60	$	1,242,720	$	(134,499)	$	(601,656)	$	(100,389)	$	406,236
Stock-based compensation expense	Stock-based compensation expense	—		2,537		—		—		—		2,537		Stock-based compensation expense	—		1,896		—		—		—		1,896
Restricted stock issuance, net of forfeitures	Restricted stock issuance, net of forfeitures	0		(2)		—		—		—		(2)		Restricted stock issuance, net of forfeitures	—		(139)		—		—		—		(139)
Currency translation adjustment	Currency translation adjustment	—		—		—		—		1,900		1,900		Currency translation adjustment	—		—		—		—		3,152		3,152
Change in pension liability	Change in pension liability	—		—		—		—		(22)		(22)		Change in pension liability	—		—		—		—		77		77
Net loss	Net loss	—		—		—		(5,494)		—		(5,494)		Net loss	—		—		—		(29,663)		—		(29,663)
Balance at June 30, 2020		$	1,196	$	1,237,574	$	(134,499)	$	(547,405)	$	(115,885)	$	440,981
Balance at March 31, 2021														Balance at March 31, 2021	$	60	$	1,244,477	$	(134,499)	$	(631,319)	$	(97,160)	$	381,559
Stock-based compensation expense	Stock-based compensation expense	$	—	$	1,966	$	—	$	—	$	—	$	1,966	Stock-based compensation expense	—		1,914		—		—		—		1,914
Restricted stock issuance, net of forfeitures	Restricted stock issuance, net of forfeitures	$	0	$	(1)	$	—	$	—	$	—	$	(1)	Restricted stock issuance, net of forfeitures	—		(2)		—		—		—		(2)
Currency translation adjustment	Currency translation adjustment	$	—	$	—	$	—	$	—	$	5,942	$	5,942	Currency translation adjustment	—		—		—		—		66		66
Change in pension liability	Change in pension liability	$	—	$	—	$	—	$	—	$	(55)	$	(55)	Change in pension liability	—		—		—		—		(21)		(21)
Net loss	Net loss	$	—	$	—	$	—	$	(21,551)	$	—	$	(21,551)	Net loss	—		—		—		(21,806)		—		(21,806)
Balance at September 30, 2020		$	1,196	$	1,239,539	$	(134,499)	$	(568,956)	$	(109,998)	$	427,282
Balance at June 30, 2021														Balance at June 30, 2021	$	60	$	1,246,389	$	(134,499)	$	(653,125)	$	(97,115)	$	361,710
Stock-based compensation expense														Stock-based compensation expense	—		1,881		—		—		—		1,881
Restricted stock issuance, net of forfeitures														Restricted stock issuance, net of forfeitures	1		(209)		—		—		—		(208)
Treasury stock														Treasury stock	—		—		(1)		—		—		(1)
Currency translation adjustment														Currency translation adjustment	—		—		—		—		(5,822)		(5,822)
Change in pension liability														Change in pension liability	—		—		—		—		45		45
Net loss														Net loss	—		—		—		(11,587)		—		(11,587)
Balance at September 30, 2021														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.

Forum Energy Technologies, Inc. and subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)


Nine Months Ended September 30, 2019
Nine Months Ended September 30, 2020														Nine Months Ended September 30, 2020
(in thousands)	(in thousands)	Common stock		Additional paid-in capital		Treasury stock		Retained earnings (deficit)		Accumulated other comprehensive income / (loss)		Total equity		(in thousands)	Common stock		Additional paid-in capital		Treasury stock		Retained deficit		Accumulated other comprehensive income / (loss)		Total equity
Balance at December 31, 2018		$	1,174	$	1,214,928	$	(134,434)	$	63,688	$	(115,230)	$	1,030,126
Balance at December 31, 2019														Balance at December 31, 2019	$	1,189	$	1,231,650	$	(134,493)	$	(503,369)	$	(108,938)	$	486,039
Stock-based compensation expense	Stock-based compensation expense	—		3,910		—		—		—		3,910		Stock-based compensation expense	—		3,223		—		—		—		3,223
Restricted stock issuance, net of forfeitures	Restricted stock issuance, net of forfeitures	6		(931)		—		—		—		(925)		Restricted stock issuance, net of forfeitures	5		(178)		—		—		—		(173)
Shares issued in employee stock purchase plan	Shares issued in employee stock purchase plan	2		682		—		—		—		684		Shares issued in employee stock purchase plan	2		344		—		—		—		346
Contingent shares issued for acquisition of Cooper Valves		1		374		—		—		—		375
Adjustment for adoption of ASU 2016-13														Adjustment for adoption of ASU 2016-13	—		—		—		(1,398)		—		(1,398)
Treasury stock	Treasury stock	—		—		(48)		—		—		(48)		Treasury stock	—		—		(6)		—		—		(6)
Currency translation adjustment	Currency translation adjustment	—		—		—		—		4,834		4,834		Currency translation adjustment	—		—		—		—		(8,846)		(8,846)
Change in pension liability	Change in pension liability	—		—		—		—		(9)		(9)		Change in pension liability	—		—		—		—		21		21
Net loss	Net loss	—		—		—		(7,888)		—		(7,888)		Net loss	—		—		—		(37,144)		—		(37,144)
Balance at March 31, 2019		$	1,183	$	1,218,963	$	(134,482)	$	55,800	$	(110,405)	$	1,031,059
Balance at March 31, 2020														Balance at March 31, 2020	$	1,196	$	1,235,039	$	(134,499)	$	(541,911)	$	(117,763)	$	442,062
Stock-based compensation expense	Stock-based compensation expense	—		4,352		—		—		—		4,352		Stock-based compensation expense	—		2,537		—		—		—		2,537
Restricted stock issuance, net of forfeitures	Restricted stock issuance, net of forfeitures	0		(64)		—		—		—		(64)		Restricted stock issuance, net of forfeitures	—		(2)		—		—		—		(2)
Currency translation adjustment	Currency translation adjustment	—		—		—		—		(1,407)		(1,407)		Currency translation adjustment	—		—		—		—		1,900		1,900
Change in pension liability	Change in pension liability	—		—		—		—		5		5		Change in pension liability	—		—		—		—		(22)		(22)
Net loss	Net loss	—		—		—		(13,734)		—		(13,734)		Net loss	—		—		—		(5,494)		—		(5,494)
Balance at June 30, 2019		$	1,183	$	1,223,251	$	(134,482)	$	42,066	$	(111,807)	$	1,020,211
Balance at June 30, 2020														Balance at June 30, 2020	$	1,196	$	1,237,574	$	(134,499)	$	(547,405)	$	(115,885)	$	440,981
Stock-based compensation expense	Stock-based compensation expense	$	—	$	3,661	$	—	$	—	$	—	$	3,661	Stock-based compensation expense	—		1,966		—		—		—		1,966
Restricted stock issuance, net of forfeitures	Restricted stock issuance, net of forfeitures	$	0	$	(8)	$	—	$	—	$	—	$	(8)	Restricted stock issuance, net of forfeitures	—		(1)		—		—		—		(1)
Shares issued in employee stock purchase plan		$	3	$	864	$	—	$	—	$	—	$	867
Treasury stock		$	—	$	—	$	(5)	$	—	$	—	$	(5)
Currency translation adjustment	Currency translation adjustment	$	—	$	—	$	—	$	—	$	(6,260)	$	(6,260)	Currency translation adjustment	—		—		—		—		5,942		5,942
Change in pension liability	Change in pension liability	$	—	$	—	$	—	$	—	$	(17)	$	(17)	Change in pension liability	—		—		—		—		(55)		(55)
Net loss	Net loss	—		—		—		(532,987)		—		(532,987)		Net loss	—		—		—		(21,551)		—		(21,551)
Balance at September 30, 2019		$	1,186	$	1,227,768	$	(134,487)	$	(490,921)	$	(118,084)	$	485,462
Balance at September 30, 2020														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.

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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 ~~oilfield products~~ company serving the ~~drilling, downhole, subsea, completions and production sectors of the~~ oil, ~~and~~ natural gas, ~~industry. The Company's products include highly engineered capital equipment as well as products~~industrial and renewable energy industries. FET provides value added solutions that increase the safety and efficiency of energy exploration and production. We are ~~consumed in the drilling, well construction, production~~an environmentally and ~~transportation of oil and natural gas. Forum is~~socially responsible company headquartered in Houston, TXTexas with manufacturing, distribution and ~~distribution~~service facilities strategically located ~~around~~throughout the ~~globe.~~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.

Prior to the sale of our aggregate 40% interest in the third quarter of 2019, our investment in Ashtead Technology (”Ashtead”) was accounted for using the equity method of accounting as we had the ability to exert significant influence, but did not control operating and financial policies. Prior to the sale, our share of the net income (loss) from Ashtead was reported in “Loss from equity investment” in the condensed consolidated statements of comprehensive loss and the investment was included in “Investment in unconsolidated subsidiary” in the condensed consolidated balance sheets. Our share of equity earnings were reported within operating loss, as the investee’s operations were integral to the operations of the Company. See Note 4 ~~Dispositions~~ ~~for further information related to the sale of our aggregate 40% interest in Ashtead.~~

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations and cash flows have been included. Operating results for the nine months ended September 30, ~~2020~~2021 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2020~~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, ~~2019,~~2020, which are included in the Company’s ~~2019~~2020 Annual Report on Form 10-K filed with the SEC on ~~February 25, 2020.~~March 2, 2021.

COVID-19 Impacts

~~On March 11, 2020, the World Health Organization declared the current COVID-19~~The outbreak ~~to be a global pandemic, and on March 13, 2020, the United States declared a national emergency. In response to these declarations and the continued spread~~ of COVID-19 ~~federal, state~~in 2020 caused significant disruptions in the U.S. and ~~local governments imposed varying degrees~~world economies which led to significant reductions in demand for crude oil. During the first nine months of ~~restrictions on business~~2021, distribution of vaccines resulted in reopening of certain economies and ~~social activities, including quarantine and “stay-at-home” orders. As a result of the imposition of these government orders, there was an adverse impact on the level of~~increasing demand for oil and natural ~~gas demand~~gas. However, ongoing COVID-19 outbreaks and ~~many companies~~related work restrictions continue to contribute to disruptions in global supply chains which have ~~sought protection under Chapter 11 of the U.S. Bankruptcy Code. The full impacts of the COVID-19 outbreak will ultimately depend on future developments, including the consequences of governmental~~led to inflationary pressures for certain goods and other measures designed to prevent the spread of the virus, the establishment of effective treatments, the duration of the outbreak, actions taken by governmental authorities, customers, suppliers and other third parties, workforce availability, and the timing and extent to which economic and operating conditions resume.services. We have experienced resulting disruptions to our business operations, as these restrictions have significantly impacted many sectors of the economy, with businesses curtailing or ceasing normal operations. While we cannot estimate with any degree of certainty the full impact of the COVID-19 outbreak onanticipate that our liquidity, financial condition and future results of operations ~~the adverse impacts on our financial results from COVID-19~~ will continue ~~in future quarters.~~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.

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~~Forum Energy Technologies, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

Accounting Standards Adopted in ~~2020~~

~~Financial Instruments—Credit Losses.~~ ~~In June 2016, the FASB issued~~ ~~ASU No. 2016-13~~ Financial Instruments—Credit Losses (Topic 326), which introduced an expected credit loss methodology for the impairment of financial assets measured at amortized cost basis. It requires an entity to estimate credit losses expected over the life of an exposure based on historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. We adopted this new standard as of January 1, 2020. The adoption of this standard resulted in a noncash cumulative effect adjustment to increase our allowance for doubtful accounts and increase our retained deficit by $1.4 million. The new standard did not materially affect our unaudited Condensed Consolidated Statement of Comprehensive Loss for the nine months ended September 30, 2020.

~~Accounting for Implementation Costs Related to a Cloud Computing Arrangement~~. In August 2018, the FASB issued ASU No. 2018-15 Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This new guidance aligns the requirements for capitalizing implementation costs incurred by an entity related to a cloud computing arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Accordingly, this guidance requires an entity to capitalize certain implementation costs incurred and then amortize them over the term of the cloud hosting arrangement. Furthermore, this guidance also requires an entity to present the expense, cash flows, and capitalized implementation costs in the same financial statement line items as the associated hosting service. We adopted this new standard as of January 1, 2020. The adoption of this new standard did not have a material impact on our unaudited condensed consolidated financial statements.

~~Fair Value Measurement Disclosure~~. In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirement for Fair Value Measurement. This new guidance eliminated, modified and added certain disclosure requirements related to fair value measurements. We adopted this new standard as of January 1, 2020. This new standard did not have ~~a material impact on our unaudited condensed consolidated financial statements.~~

~~Subsidiary Guarantees.~~ In March 2020, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees, in Rule 3-10 of Regulation S-X. The amended rule focuses on providing material, relevant and decision-useful information regarding guarantees and other credit enhancements, while eliminating certain prescriptive requirements. We adopted these amendments as of June 30, 2020. Accordingly, combined summarized financial information has been presented only for the issuers and guarantors of our registered securities for the most recent fiscal year and the year-to-date interim period. In addition, the previous disclosures have been removed from the Notes to Condensed Consolidated Financial Statements and the new required disclosures are included in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

~~Accounting Standards Issued But Not Yet Adopted~~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. ~~This guidance will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.~~ We ~~are currently evaluating the impact~~adopted this new standard as of January 1, 2021. The adoption of this new ~~guidance. However, we currently expect that the adoption of this guidance will~~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-~~earnings-per-share guidance. This guidance may be adopted through either a modified retrospective or fully retrospective method

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Forum Energy Technologies, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

~~share guidance.~~of transition. This guidance ~~may~~will be ~~adopted through either a modified retrospective or fully retrospective method~~effective for us in the first quarter of transition and will take effect for public companies with fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, and must be adopted as of the beginning of the Company's fiscal year.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 ~~2019~~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, ~~2020~~2021 (in thousands):


		September 30, 2020				December 31, 2019				Increase / (Decrease)						September 30, 2021				December 31, 2020			Increase
								$				%						$					%
Accrued revenue	Accrued revenue			$	1,617			$	1,260									Accrued revenue	$	2,041		$	1,687
Costs and estimated profits in excess of billings	Costs and estimated profits in excess of billings	6,340				4,104									Costs and estimated profits in excess of billings		11,868				8,516
Contract assets	Contract assets	$	7,957			$	5,364			$	2,593		48	%	Contract assets	$	13,909			$	10,203		$	3,706	36	%

Deferred revenue	Deferred revenue	$	5,495			$	4,877								Deferred revenue	$	8,270			$	7,863
Billings in excess of costs and profits recognized	Billings in excess of costs and profits recognized	169				5,911									Billings in excess of costs and profits recognized	5,450				1,817
Contract liabilities	Contract liabilities	$	5,664			$	10,788			$	(5,124)		(47)	%	Contract liabilities	$	13,720			$	9,680		$	4,040	42	%

During the nine months ended September 30, ~~2020,~~2021, our contract assets increased by ~~$2.6~~$3.7 million due to increasing project activity for process oil treatment equipment in our Production Equipment product line and our contract liabilities ~~decreased~~increased by ~~$5.1~~$4.0 million primarily due to ~~the timing of billings~~higher customer advance payments for ~~significant~~ projects ~~within~~in our Subsea product line.

During the nine months ended September 30, ~~2020,~~2021, we recognized ~~revenue~~$7.4 million of ~~$9.5 million~~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

~~2019~~2020 Disposition of ~~Cooper Alloy®~~ABZ and Quadrant Valves

On December ~~4, 2019,~~31, 2020, we sold certain assets of our ~~Cooper Alloy® brand of~~ABZ and Quadrant valve ~~products~~brands for ~~total~~cash consideration of ~~$4.0 million and~~$104.6 million. This transaction was accounted for as a disposition of a business. We recognized a gain on disposition ~~totaling $2.3 million.~~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 ~~unaudited condensed~~ consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

~~2019 Disposition of Equity Interest in Ashtead Technology~~

On September 3, 2019, we sold our aggregate 40% interest in Ashtead to the majority owners of Ashtead. Total consideration for Forum’s 40% interest and the settlement of a £3.0 million British Pounds note receivable from Ashtead was $47.7 million. Forum received $39.3 million in cash proceeds and a new £6.9 million British Pounds note receivable with a ~~three~~ year maturity. In the third quarter of 2019, we recognized a gain of $1.6 million as a result of this transaction. Pro forma results of operations for this transaction have not been presented because the effects were not material to the unaudited condensed consolidated financial statements.

5. Inventories

Our significant components of inventory at September 30, ~~2020~~2021 and December 31, ~~2019~~2020 were as follows (in thousands):


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
Raw materials and parts	Raw materials and parts	$	166,817	$	172,082	Raw materials and parts	$	90,662	$	151,531
Work in process	Work in process	15,838		29,972		Work in process	21,234		15,946
Finished goods	Finished goods	252,346		278,661		Finished goods	188,834		229,212
Gross inventories	Gross inventories	435,001		480,715		Gross inventories	300,730		396,689
Inventory reserve	Inventory reserve	(70,346)		(66,075)		Inventory reserve	(66,855)		(144,942)
Inventories	Inventories	$	364,655	$	414,640	Inventories	$	233,875	$	251,747

6. Intangible Assets

Intangible assets consisted of the following as of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively (in thousands):


		September 30, 2020								September 30, 2021
		Gross Carrying Amount		Accumulated Amortization		Net Intangibles		Amortization Period (In Years)		Gross Carrying Amount		Accumulated Amortization		Net Intangibles		Amortization Period (In Years)
Customer relationships	Customer relationships	$	270,005	$	(115,283)	$	154,722	10 - 15	Customer relationships	$	267,872	$	(129,509)	$	138,363	10 - 15
Patents and technology	Patents and technology	90,868		(24,424)		66,444		5 - 19	Patents and technology	89,015		(28,400)		60,615		5 - 19
Non-compete agreements	Non-compete agreements	190		(127)		63		2 - 6	Non-compete agreements	191		(164)		27		2 - 6
Trade names	Trade names	42,433		(21,930)		20,503		7 - 19	Trade names	42,821		(24,650)		18,171		7 - 19
Distributor relationships		14,120		(12,625)		1,495		15 - 22
Trademarks	Trademarks	5,089		(1,018)		4,071		15	Trademarks	5,089		(1,357)		3,732		15
Intangible Assets Total	Intangible Assets Total	$	422,705	$	(175,407)	$	247,298		Intangible Assets Total	$	404,988	$	(184,080)	$	220,908


		December 31, 2019								December 31, 2020
		Gross Carrying Amount		Accumulated Amortization		Net Intangibles		Amortization Period (In Years)		Gross Carrying Amount		Accumulated Amortization		Net Intangibles		Amortization Period (In Years)
Customer relationships	Customer relationships	$	281,052	$	(110,410)	$	170,642	10 - 15	Customer relationships	$	272,470	$	(121,294)	$	151,176	10 - 15
Patents and technology	Patents and technology	92,498		(20,819)		71,679		5 - 19	Patents and technology	89,626		(24,440)		65,186		5 - 19
Non-compete agreements	Non-compete agreements	190		(100)		90		2 - 6	Non-compete agreements	190		(137)		53		2 - 6
Trade names	Trade names	43,284		(21,015)		22,269		7 - 19	Trade names	42,984		(22,941)		20,043		7 - 19
Distributor relationships		22,160		(18,866)		3,294		15 - 22
Trademarks	Trademarks	5,089		(763)		4,326		15	Trademarks	5,089		(1,103)		3,986		15
Intangible Assets Total	Intangible Assets Total	$	444,273	$	(171,973)	$	272,300		Intangible Assets Total	$	410,359	$	(169,915)	$	240,444

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

7. Impairments of ~~Goodwill and~~ 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 third quarter of 2019, there was a significant decline in the quoted market prices of our common stock and a continued decline in U.S. onshore drilling and completions activity, which led us to evaluate all of our reporting units for a triggering event as ofnine months ended September 30, ~~2019. Upon evaluation, we considered these developments to be a triggering event that required us to update our goodwill impairment evaluation and review~~2021, there were no impairments of long-lived ~~assets for all reporting units as of September 30, 2019.~~

As a result, and in connection with the preparation of our financial statements, we determined that certain long-lived assets were impaired as their carrying values exceeded their fair values. The amount of the impairment charges were measured as the difference between the carrying value and the estimated fair value of the assets. In addition, we determined that the remaining carrying value of our goodwill was fully impaired in the third quarter of 2019. The fair values used in each goodwill impairment analysis were determined using the net present value of the expected future cash flows for each reporting unit (classified within level 3 of the fair value hierarchy). We determined the fair value of each reporting unit using a combination of discounted cash flow and guideline public company methodologies, which required significant assumptions and estimates about the future operations of each reporting unit. The assumptions about future cash flows and growth rates were based on our strategic plans and management’s estimates for future activity levels. Forecasted cash flows in future periods were estimated using a terminal value calculation, which considered long-term earnings growth rates.

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, ~~have driven~~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 thousands)~~ in our ~~Drilling & Downhole (“D&D”), Completions (“C”), Production (“P”), and Corporate (“Corp”) segments:~~segments during the nine months ended September 30, 2020 (in thousands):

Nine Months Ended September 30, 2020 Nine Months Ended September 30, 2019
Impairments of: D&D C P Corp Total D&D C P Total
Goodwill (1)
$ 0 $ 0 $ 0 $ 0 $ 0 $ 191,485 $ 260,238 $ 19,287 $ 471,010
Intangible assets (1)
5,257 0 0 0 5,257 0 48,241 5,230 53,471
Property and equipment (1)
1,069 9,608 4,460 0 15,137 5,200 2,655 0 7,855
Operating lease right of use assets (2)
4,544 6,140 1,914 1,498 14,096 1,450 582 155 2,187
Total impairments $ 10,870 $ 15,748 $ 6,374 $ 1,498 $ 34,490 $ 198,135 $ 311,716 $ 24,672 $ 534,523


		Three Months Ended September 30, 2020										Three Months Ended September 30, 2019
Impairments of:	Impairments of:	D&D		C		P		Corp		Total		D&D		C		P		Total		Impairments of:	Drilling & Downhole		Completions		Production		Corporate		Total Impairments
Goodwill (1)		$	0	$	0	$	0	$	0	$	0	$	191,485	$	260,238	$	19,287	$	471,010
Intangible assets (1)		0		0		0		0		0		0		48,241		5,230		53,471
Property and equipment (1)	Property and equipment (1)	0		0		2,962		0		2,962		5,200		2,655		0		7,855		Property and equipment (1)	1,069		9,608		4,460		0		15,137
Operating lease right of use assets (2)		3,259		0		0		1,498		4,757		165		0		0		165
Intangible assets (2)																				Intangible assets (2)	5,257		—		—		0		5,257
Operating lease right of use assets (3)																				Operating lease right of use assets (3)	4,544		6,140		1,914		1,498		14,096
Total impairments	Total impairments	$	3,259	$	0	$	2,962	$	1,498	$	7,719	$	196,850	$	311,134	$	24,517	$	532,501	Total impairments	$	10,870	$	15,748	$	6,374	$	1,498	$	34,490

(1) These charges are included in Impairments of ~~goodwill,~~ 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

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

~~(2)~~ ~~For the nine months ended September 30, 2020 and 2019, $10.4 million and $1.3 million, respectively, of these charges are included in~~ ~~Cost of sales,~~ ~~while $3.7 million and $0.9 million, respectively, are included in~~ ~~Selling, general and administrative expenses~~ ~~in the condensed consolidated statements of comprehensive loss. For the three months ended September 30, 2020 and 2019, $1.8 million and 0, respectively, of these charges are included in~~ ~~Cost of sales,~~ ~~while $2.9 million and $0.2 million, respectively, 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, 2020 and December 31, 2019 consisted of the following (in thousands):~~

September 30, 2020 December 31, 2019
2021 Notes $ 12,655 $ 400,000
2025 Notes 315,489 0
Unamortized debt premium (discount) (31,856) 770
Debt issuance cost (7,588) (3,232)
Senior secured revolving credit facility 0 0
Other debt 2,614 2,041
Total debt 291,314 399,579
Less: current maturities (1,295) (717)
Long-term debt $ 290,019 $ 398,862

~~2021 Notes~~

In October 2013, we issued $300.0 million of 6.25% unsecured notes due 2021 at par, and in November 2013, we issued an additional $100.0 million aggregate principal amount of the notes at a price of 103.25% of par (the “2021 Notes”). The 2021 Notes bear interest at a rate of 6.25% per annum, payable on April 1 and October 1 of each year, and mature on October 1, 2021. The 2021 Notes are unsecured obligations, and are guaranteed on an unsecured basis by our U.S. subsidiaries that guarantee our senior secured revolving credit facility ~~("Credit Facility")~~.

During the first half of 2020, we repurchased an aggregate $71.9 million principal amount of our 2021 Notes for $27.7 million and recognized a net gain of $43.8 million, reflecting the difference in the amount paid and the net carrying value of the extinguished debt, including debt issuance costs and unamortized debt premium. In the third quarter of 2020, we exchanged $315.5 million principal amount of the remaining 2021 Notes for new 2025 Notes as discussed further below. Following these transactions, $12.7 million principal amount of 2021 Notes remained outstanding as of September 30, 2020. In October 2020, we provided notice of redemption relating to the $12.7 million principal amount of 2021 Notes outstanding and intend to redeem such notes in full in November 2020 at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the redemption date (the “Redemption”). This information does not constitute a notice of redemption with respect to the 2021 Notes, nor does it constitute an offer to tender for, or purchase any, 2021 Notes or any other security.

2025 Notes

In August 2020, we exchanged $315.5 million principal amount of ~~the~~our previous 6.25% unsecured notes due 2021 ~~Notes~~(“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

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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% ~~will be~~is payable in cash and 2.75% ~~will be~~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. ~~A portion~~As of September 30, 2021, approximately $116.0 million principal amount of the 2025 Notes ~~initially equal to $150.0 million total principal amount,~~ is mandatorily convertible into shares of our common stock at a conversion rate of ~~740.7407~~37.0370 shares per $1,000 principal amount of 2025 Notes converted, equivalent to a conversion price of ~~$1.35~~$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 ~~$1.50~~$30.00 per share. Holders of the 2025 Notes also have optional conversion rights in the event that the Company elects to redeem the 2025 Notes in cash and at the final maturity of the new notes. Any interest that the Company elects to pay in additional notes ~~are~~is also subject to the mandatory and optional conversion rights.

During the nine months ended September 30, 2021, we repurchased an aggregate $59.9 million of principal amount of our 2025 Notes for $58.6 million. The net carrying value of the extinguished debt, including unamortized debt discount and debt issuance costs, was $53.3 million, resulting in a $5.3 million loss on extinguishment of debt.

Credit Facility

In ~~connection with the issuance of the 2025 Notes,~~September 2021, we amended our senior secured revolving credit facility ("Credit ~~Facility.~~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 ~~$250.0~~$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 ~~$25.0~~$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 ~~$130.0~~$128.0 million (subject to a quarterly reduction of $0.5 ~~million that started on October 1, 2020)~~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, ~~2020,~~2021, our total borrowing base was ~~$140.5~~$146.0 million, of which ~~0 was~~no amounts were drawn and ~~$31.9~~$15.2 million was used for security of outstanding letters of credit, resulting in remaining availability of ~~$108.6~~$130.8 million.

Borrowings under the U.S. line bear interest at a rate equal to, at our option, either (a) the LIBOR rate, subject to a floor of ~~0.75%~~0.00%, plus a margin of ~~2.50%~~2.25% to 2.75%, or (b) a base rate plus a margin of ~~1.50%.~~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 ~~0.75%~~0.00%.

Borrowings under the Canadian Line bear interest at a rate equal to, at Forum Canada’s option, either (a) the CDOR rate, subject to a floor of ~~0.75%~~0.00%, plus a margin of ~~2.50%~~2.25% to 2.75%, or (b) a base rate plus a margin of ~~1.50%.~~1.25% to 1.75%, in each case based upon the Company's quarterly net leverage ratio. The Canadian line base rate is

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determined by reference to the greater of (i) the one-month CDOR rate plus 1.00% and (ii) the prime rate for Canadian dollar commercial loans made in Canada as reported by Thomson Reuters, subject to a floor of ~~0.75%~~0.00%.

~~The weighted average interest rate under the Credit Facility was approximately 2.40% for the nine months ended September 30, 2020.~~

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

The Credit Facility is currently scheduled to mature on July 1, 2021, subject to extension to October 30, 2022 if, on or before July 1, 2021, the 2021 Notes are repaid or refinanced in their entirety with indebtedness maturing on or after January 31, 2023. Upon completion of the Redemption in the fourth quarter 2020, the maturity of our Credit Facility will be October 30, 2022. If excess availability under the Credit Facility falls below the greater of 12.5% of the borrowing base and ~~$31.25~~$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

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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 ~~2021 Notes~~ and the Credit Facility. ~~During the nine months ended September 30, 2020, we capitalized a total of $9.7 million of deferred loan costs related to the exchange of the 2021 Notes.~~ In the first quarter of 2020, we wrote-off ~~$2.0~~$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 ~~third quarter of 2020,~~September 2021 Credit Facility amendment, we ~~wrote off $0.3~~deferred approximately $1.6 million of ~~deferred~~ loan costs ~~related to amending our Credit Facility to, among other things, reduce~~that will be amortized over the ~~size of the commitments from $300.0 million to $250.0 million.~~facility's remaining life.

Other Debt

Other debt consists primarily of various ~~capital leases.~~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 ~~$31.9~~$15.2 million and ~~$24.5~~$15.6 million in total outstanding letters of credit as of September 30, ~~2020~~2021 and December 31, ~~2019,~~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 endedSeptember 30, ~~2020,~~2021, we recorded a tax expense of ~~$1.0~~$0.8 million and ~~tax benefit of $13.8~~$3.8 million, respectively, compared to a tax expense of $1.0 million and a tax benefit of ~~$3.4 million and tax expense of $6.7~~$13.8 million for the three and nine months ended September 30, ~~2019,~~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.

~~On March 27,~~The tax benefit for the nine months ended September 30, 2020 ~~President Trump signed~~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"~~Act”) ~~in response to the COVID-19 pandemic.~~, which was signed into law on March 27, 2020. The CARES Act ~~provides~~provided relief to corporate taxpayers by permitting a five-year carryback of 2018-2020 ~~NOLs, increasing~~net operating losses (“NOLs”), increased the 30% limitation on interest expense deductibility to 50% of adjusted taxable income for 2019 and 2020, and ~~accelerating~~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. ~~As such, 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 new provisions in the CARES Act. These losses had previously been offset by a valuation allowance. The provisions in the CARES Act enabled the company to realize these losses and the related valuation allowance was released.

The estimated annual effective tax rates for the nine months ended September 30, 2020 and 2019 were also impacted by losses in jurisdictions where the recording of a tax benefit is not available. For thenine months ended September 30, 2019, tax expense includes an increase in our valuation allowance of $5.9 million to write down our deferred tax assets in the U.S. and Saudi Arabia to what, in our judgment, is more likely than not realizable. Furthermore, the tax expense or benefit recorded can vary from period to period depending on the Company's relative mix of U.S. and non-U.S. earnings and losses by jurisdiction.

We have deferred tax assets related to net operating loss 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, ~~2020,~~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 and China.~~Arabia. As a result, we have certain valuation allowances against our deferred tax assets as of September 30, ~~2020.~~2021.

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10. Fair Value Measurements

The Company had 0zero and $13.1 million of borrowings outstanding under the Credit Facility ~~at both~~as of September 30, ~~2020~~2021 and December 31, ~~2019.~~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 2021 Notes is estimated using Level 2 inputs in the fair value hierarchy and is based on quoted prices for those or similar instruments. At September 30, 2020, the fair value and the carrying value of our 2021 Notes approximated $11.8 million and $12.7 million, respectively. At December 31, 2019, the fair value and the carrying value of our 2021 Notes approximated $354.0 million and $397.5 million, respectively.

~~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 ~~$255.5~~$200.3 million and ~~$276.1~~$279.3 million, respectively.

There were 0no other outstanding financial assets as of September 30, ~~2020~~2021 and December 31, ~~2019~~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, ~~2020.~~2021.

11. Business Segments

The Company reports results of operations in the following ~~three~~3 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,
2020 2019 2020 2019
Revenue:
Drilling & Downhole $ 43,164 $ 88,294 166,990 256,586
Completions 19,632 70,637 88,038 246,816
Production 40,836 81,022 145,038 256,272
Eliminations (26) (687) (553) (2,918)
Total revenue $ 103,606 $ 239,266 $ 399,513 $ 756,756
Operating loss
Drilling & Downhole $ (13,207) $ 4,342 $ (26,751) $ 3,185
Completions (11,896) (109) (47,027) 9,583
Production (70) 2,301 (9,306) 10,225
Corporate (7,706) (7,410) (23,326) (22,711)
Segment operating income (loss) (32,879) (876) (106,410) 282
Transaction expenses 665 254 852 972
Impairments of goodwill, intangible assets, property and equipment 2,962 532,336 20,394 532,336
Contingent consideration benefit 0 0 0 (4,629)
Loss (gain) on disposal of assets and other 541 (107) (180) (71)
Operating loss $ (37,047) $ (533,359) $ (127,476) $ (528,326)


	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)

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

September 30, 2020 December 31, 2019
Drilling & Downhole $ 345,980 $ 407,779
Completions 406,325 496,714
Production 142,841 186,786
Corporate 28,875 68,718
Total assets $ 924,021 $ 1,159,997


	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 and deferred loan costs.~~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

Three Months Ended
September 30, Nine Months Ended September 30,
2020 2019 2020 2019
Drilling Technologies $ 17,467 $ 43,192 $ 74,076 $ 122,429
Downhole Technologies 13,376 29,031 51,000 88,241
Subsea Technologies 12,321 16,071 41,914 45,916
Stimulation and Intervention 9,375 36,396 42,371 134,605
Coiled Tubing 10,257 34,241 45,667 112,211
Production Equipment 15,498 29,143 53,677 98,720
Valve Solutions 25,338 51,879 91,361 157,552
Eliminations (26) (687) (553) (2,918)
Total revenue $ 103,606 $ 239,266 $ 399,513 $ 756,756

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

Three Months Ended
September 30, Nine Months Ended September 30,
2020 2019 2020 2019
United States $ 62,311 $ 159,407 $ 256,497 $ 540,074
Canada 5,574 19,256 25,125 49,473
Europe & Africa 6,153 13,837 25,757 49,249
Middle East 11,156 16,561 34,303 48,306
Asia-Pacific 11,337 21,662 34,160 47,880
Latin America 7,075 8,543 23,671 21,774
Total Revenue $ 103,606 $ 239,266 $ 399,513 $ 756,756


	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, ~~that~~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 ~~considered~~believed to be probable and can be ~~reasonably~~ estimated. The reserves accrued at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, are immaterial. ~~It is management’s~~In the opinion ~~that~~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.

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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,
2020 2019 2020 2019
Net loss $ (21,551) $ (532,987) (64,189) (554,609)
Basic - weighted average shares outstanding 111,607 110,295 111,459 109,977
Dilutive effect of stock options and restricted stock 0 0 0 0
Dilutive effect of convertible notes due 2025 — — — —
Diluted - weighted average shares outstanding 111,607 110,295 111,459 109,977
Loss per share
Basic $ (0.19) $ (4.83) $ (0.58) $ (5.04)
Diluted $ (0.19) $ (4.83) $ (0.58) $ (5.04)


	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 restricted stock~~ and the assumed conversion of the 2025 Notes in calculating diluted earnings per share as the effect was anti-dilutive due to ~~the~~ net losses incurred for these periods.

14. Stockholders' Equity

Stock-based compensation

During the nine months ended September 30, ~~2020,~~2021, the Company granted ~~2,250,360 shares of~~73,839 restricted stock units to employees that vest ratably over three ~~years.~~years and 3,093 restricted shares to a non-employee director that vest over one year. The Company also granted ~~3,265,000 shares of~~66,524 contingent restricted stock units to employees that vest ratably over three years dependent upon achieving a minimum stock price of ~~$0.71~~$23.49 for 20 trading days induring each performance period. ~~In addition,~~

Liability-classified awards

During the nine months ended September 30, 2021, the Company granted ~~489,750 shares of restricted~~66,524 cash-settled phantom stock units to employees that ~~cliff~~ vest atratably over three years. These awards have a maximum payout that is calculated based on 5 times the ~~end~~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 ~~$1.50~~$23.49 for 20 ~~consecutive~~ trading days during ~~the~~each performance period.

~~During the nine months ended September 30, 2020, the Company granted performance~~ These awards ~~with~~also have a ~~market condition~~maximum payout that ~~are payable in either cash or shares of the Company's common stock. The performance awards granted may settle for between 0 and 3~~is calculated based on 5 times the ~~award's cash target amount. The award amount issued pursuant to the performance award agreements will be determined based~~stock price on the ~~total shareholder return~~date of ~~the Company’s common stock as compared to a group of peer companies measured over a~~ ~~three~~ year performance period. As our intention is to settle the awards in cash, we will account for these as liability classified awards. As such, compensation expense will be recognized over the requisite three-year service period with subsequent changes in the estimated fair value of the award recognized as a cumulative adjustment to compensation cost in the period in which the change in estimate occurs.grant.

Reverse stock split

In ~~October 2020,~~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, such that, following the consummation of the Reverse Stock Split, the number of authorized shares of common stock will be reduced from 296,000,000 to 14,800,000.~~stock. The ~~Company’s~~Company's stockholders previously approved the Reverse Stock Split at the annual meeting of stockholders on May 12, 2020.

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(Unaudited)

The ~~Company anticipates that the~~ effective time of the Reverse Stock Split ~~will be~~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. ~~The~~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, ~~will increase~~ the ~~market price per share~~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

~~Table~~ Reverse Stock Split. The par value of ~~Contents~~

~~Forum Energy Technologies, Inc. and Subsidiaries~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

~~Company’s~~our common stock ~~and is expected to bring the Company into compliance with the listing requirements of the New York Stock Exchange.~~remains at $0.01 per share.

15. Related Party Transactions

The Company has sold and purchased ~~equipment~~inventory, services and fixed assets to and from certain affiliates of ~~our~~certain directors. The dollar amounts ~~related to~~of these related party activities are not ~~material~~significant to the Company’s unaudited condensed consolidated financial statements.

Item 2. Management’s discussion and analysis of financial condition and results of operations

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control. All statements, other than statements of historical fact, included in this Quarterly Report on Form 10-Q regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We disclaim any obligation to update or revise these statements unless required by law, and you should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report on Form 10-Q are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on ~~February 25, 2020,~~March 2, 2021, and elsewhere in this Quarterly Report on Form 10-Q. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Overview

We are a global ~~oilfield products~~ company serving the ~~drilling, downhole, subsea, completions and production sectors of the~~ oil, ~~and~~ natural gas, ~~industry.~~industrial and renewable energy industries. FET provides value added solutions that increase the safety and efficiency of energy exploration and production. We ~~design, manufacture~~are an environmentally and ~~distribute products~~socially responsible company headquartered in Houston, Texas with manufacturing, distribution and ~~engage in aftermarket services, parts supply and related services that complement our product offering. The Company's~~service facilities strategically located throughout the world. Our products include highly engineered capital equipment as well as ~~products that are consumed in the drilling, well construction, production and transportation of oil and natural gas.~~consumable products. These consumable products are used in drilling, well construction and completions activities, within the supporting infrastructure, and at processing centers and refineries. Our engineered capital products are directed at drilling rig equipment for new rigs, upgrades and refurbishment projects, subsea construction and development projects, pressure pumping equipment, the placement of production equipment on new producing wells, ~~and~~ downstream capital projects and capital equipment for renewable energy projects. Our products are aimed at improving the safety, efficiency, and environmental and social impact of our customers' operations. For the nine months ended September 30, ~~2020,~~2021, approximately ~~82%~~80% of our revenue was derived from

consumable products and activity-based equipment, while the balance was primarily derived from capital products with a small amount from rental and other services.

We ~~seek to~~ design, manufacture and supply high quality reliable products that create value for our diverse customer base, which includes, among others, oil and natural gas operators, land and offshore drilling contractors, oilfield service companies, subsea construction and service companies, and pipeline and refinery operators. In addition, we offer some of our products to renewable energy and new energy companies.

We believe that the world's long-term energy demand will continue to rise. We also expect hydrocarbons to continue to play a vital role in meeting the world's long-term energy demands while sources of renewable energy continue to develop. As such, we remain focused on serving our customers in both oil and natural gas as well as renewable energy applications. We are also continuing to develop products to help oil and gas operators lower their current emissions while also deploying our existing product technologies in renewable energy applications.

A summary of the products and services offered by each segment is as follows:

•Drilling & Downhole. This segment designs, manufactures and ~~manufactures~~supplies products and provides related services to the drilling, well construction, artificial lift and subsea energy construction markets, including applications in oil and ~~services markets as well as other sectors such as alternative~~natural gas, renewable energy, defense, and communications. The products and related services consist primarily of: (i) capital equipment and a broad line of expendable ~~drilling~~ products consumed in the drilling process; (ii) well construction casing and cementing equipment and protection products for artificial lift equipment and ~~cables, and composite plugs used for zonal isolation in hydraulic fracturing;~~cables; and (iii) subsea remotely operated vehicles and trenchers, submarine rescue vehicles, specialty components and tooling, and complementary subsea technical services.

•Completions. This segment designs, manufactures and supplies products and provides related services to the coiled tubing, well stimulation and intervention markets. The products and related services consist primarily of: (i) capital and consumable products sold to the pressure pumping, hydraulic fracturing and flowback services markets, including hydraulic fracturing pumps, ~~pump consumables,~~ cooling systems, high-pressure flexible hoses and flow iron as well as wireline cable and pressure control equipment used in the well completion and intervention service markets; and (ii) coiled tubing strings and coiled line pipe and related services.

•Production. This segment designs, manufactures and supplies products and provides related equipment and services for production and infrastructure markets. The products and related services consist primarily of: (i) engineered process systems, production equipment, as well as specialty separation equipment; and (ii) a wide range of industrial valves focused on serving ~~upstream, midstream, and downstream~~ oil and natural gas customers as well as power generation, renewable energy and other general ~~industries.~~industrial applications.

Market Conditions

The level of demand for our products is directly related to the activity levels and the capital and operating budgets of our customers, which in turn are heavily influenced by energy prices and expectations as to future price trends. In addition, the availability of existing capital equipment adequate to serve exploration and production requirements, or lack thereof, drives demand for our capital equipment products.

In ~~March and April of~~ 2020, the COVID-19 pandemic and associated actions taken around the world to mitigate the spread of COVID-19 caused ~~a significant decline~~unprecedented declines in economic activity, energy demand and oil ~~demand. At the same time, the OPEC+ oil producing nations ("OPEC+") increased production in an effort to grow market share, which further exacerbated the imbalance between supply~~ and ~~demand. The combination of these shocks in both supply and demand caused a significant decline in oil~~natural gas prices. In response, ~~in the second quarter of 2020,~~ OPEC+ ~~agreed to a~~implemented significant ~~cut~~reductions in oil production and North American exploration and production companies ~~significantly~~aggressively reduced ~~supply by shutting in producing wells and aggressively decreasing~~ drilling and completion activities. ~~Since that time, WTI prices have partially rebounded and stabilized around a price of approximately $40 per barrel.~~

The extreme volatility and lower price environment have created an extremely challenging market for all sub-sectors of the oil and natural gas industry in 2020. Although oil demand and prices have increased from the lows reached at the beginning of the second quarter, global rig count continued to decline through the third quarter of 2020.

Due to the poor market conditions, exploration and production companies in North America are under pressure to continue reducing existing production and minimize capital and maintenance expenditures. As a result, we have experienced a material reduction in demand for many of our products and consequently, our revenue. In addition, recently there has been an increase in bankruptcies and consolidation of exploration and production and service companies. A continuation of this trend going forward may lead to a further reduction in the demand for our products.

Activity levels in international regions, as well as global offshore and subsea activity, have also been impacted by COVID-19 related activity disruptions. However, international revenue for our drilling and subsea capital equipment offerings have not declined as sharply due to longer project timelines for international drilling customers and the diversification of our subsea product line revenue outside of the oil and natural gas industry. Despite this, we anticipate that revenue for our international regions will continue to remain far below the level achieved during the last newbuild cycle due to lower oil demand and oversupply of relatively new or recently upgraded equipment.

Demand for products in our Valve Solutions product line is driven by capital projects and maintenance spending in the upstream, midstream and downstream markets. As such, revenue for our Valve Solutions product line has also been negatively affected by lower energy prices and the impacts of COVID-19 on the global economy. In addition, revenue for our Valve Solutions product line has been under pressure due to our distribution customers’ increased focus on decreasing the quantity of valves in their inventories in order to generate positive free cash flow.

Although we have experienced ~~some~~ operational inefficiencies ~~as a result of COVID-19,~~and supply chain delays, we have not had any work stoppages at our manufacturing facilities ~~and business operations have not experienced work stoppages~~ due to COVID-19 or ~~resulting~~associated government regulations. However, in response to the decline in demand for our products ~~and decreases in revenue,~~during the pandemic, we ~~have~~ implemented significant cost reduction actions, including exiting facilities, lowering headcount, ~~lowering~~reducing salaries, ~~suspension of~~suspending the Company’s matching contribution to the U.S. and Canada defined contribution retirement plans, and ~~furloughs for~~furloughing select employee groups. Certain facility closures and headcount reduction efforts continued in the first nine months of 2021.

During the first nine months of 2021, distribution of vaccines and reopening of certain economies has resulted in increasing demand for oil and natural gas. At the same time, the supply of oil and natural gas has been impacted by ongoing constraints by OPEC+ and North American exploration and production companies. As a result of these

supply and demand factors, commodity prices have increased substantially in the first nine months of 2021. In addition, ongoing COVID-19 outbreaks and worldwide labor constraints continue to cause disruptions in global supply chains which have led to inflationary pressures for certain goods and services.

Our revenues are highly correlated to the U.S. drilling rig count which has increased to 521 rigs as of the end of the third quarter of 2021 from a low of 244 rigs in August 2020. Furthermore, the level of active hydraulic fracturing fleets also increased substantially in the first nine months of 2021 in order to meet increasing oil demand. Publicly owned exploration and production companies in North America remain under pressure to generate positive cash flows and constrain capital expenditures. In contrast, privately owned exploration and production companies in North America have increased their drilling and completions activity in response to the higher oil and natural gas price environment. In addition, consolidation of exploration and production and service companies has continued in 2021.

Outside of the North America market, activity levels have also increased as well as in global offshore and subsea activity. As a result, during the first nine months of 2021, we have experienced increased demand for our drilling and subsea capital equipment offerings due to an improved outlook for our international drilling customers and the diversification of our subsea product line outside of the oil and natural gas industry.

On December 31, 2020, we sold assets pertaining to our ABZ and Quadrant valve brands for total consideration of $104.6 million and recognized a gain on disposition of $88.4 million. The disposition of these brands resulted in a substantial decrease in our Valve Solutions product line’s revenue compared to the prior year.

The table below shows average crude oil and natural gas prices for West Texas Intermediate crude oil (“WTI”), United Kingdom Brent crude oil (“Brent”), and Henry Hub natural gas:

Three Months Ended
September 30, June 30, September 30,
2020 2020 2019
Average global oil, $/bbl
West Texas Intermediate $ 40.89 $ 27.96 $ 56.34
United Kingdom Brent $ 42.91 $ 29.70 $ 61.95
Average North American Natural Gas, $/Mcf
Henry Hub $ 2.00 $ 1.70 $ 2.38


	Three Months Ended
	September 30,		June 30,		September 30,
	2021		2021		2020
Average global oil, $/bbl
West Texas Intermediate	$	70.54	$	66.19	$	40.89
United Kingdom Brent	$	73.51	$	68.98	$	42.91

Average North American Natural Gas, $/Mcf
Henry Hub	$	4.35	$	2.95	$	2.00

The price of oil has varied dramatically ~~during~~over the ~~first half of 2020 with the~~last two years. The spot prices for WTI and Brent ~~falling~~fell from $61.14 and $67.77 per barrel, respectively, as of December 31, 2019 to lows below $15.00 per barrel in April ~~2020 followed by a partial recovery to $40.05 and $40.30 per barrel, respectively, as of September 30,~~ 2020. ~~We expect~~Since that time, oil prices have rebounded to ~~remain below prior year levels due to lower demand, the impact~~an average of ~~COVID-19~~$70.54 and ~~supply surpluses. Natural gas prices increased~~$73.51 for WTI and Brent, respectively, in the third quarter ~~2020 with average price levels approximately 18% higher compared~~2021. In addition, natural gas prices have more than doubled when comparing the third quarter 2021 to the ~~second~~third quarter 2020.

2119

The table below shows the average number of active drilling rigs, based on the weekly Baker Hughes Incorporated rig count, operating by geographic area and drilling for different purposes.

Three Months Ended
September 30, June 30, September 30,
2020 2020 2019
Active Rigs by Location
United States 254 392 920
Canada 47 25 132
International 731 834 1,144
Global Active Rigs 1,032 1,251 2,196
Land vs. Offshore Rigs
Land 836 1,029 1,921
Offshore 196 222 275
Global Active Rigs 1,032 1,251 2,196
U.S. Commodity Target
Oil/Gas 180 308 756
Gas 72 82 163
Unclassified 2 2 1
Total U.S. Active Rigs 254 392 920
U.S. Well Path
Horizontal 218 353 801
Vertical 15 14 53
Directional 21 25 66
Total U.S. Active Rigs 254 392 920


	Three Months Ended
	September 30,	June 30,	September 30,
	2021	2021	2020
Active Rigs by Location
United States	496	450	254
Canada	151	72	47
International	772	734	731
Global Active Rigs	1,419	1,256	1,032

Land vs. Offshore Rigs
Land	1,222	1,065	836
Offshore	197	191	196
Global Active Rigs	1,419	1,256	1,032

U.S. Commodity Target
Oil/Gas	394	352	180
Gas	101	97	72
Unclassified	1	1	2
Total U.S. Active Rigs	496	450	254

U.S. Well Path
Horizontal	451	408	218
Vertical	20	18	15
Directional	25	24	21
Total U.S. Active Rigs	496	450	254

A substantial portion of our revenue is impacted by the level of rig activity and the number of wells completed. The average U.S. rig count for the third quarter ~~2020~~2021 was ~~35%~~10% and ~~72% lower~~95% higher compared to the second quarter of ~~2020~~2021 and ~~the~~ third quarter of ~~2019,~~2020, respectively. The U.S. rig count ~~was~~started 2020 at 805 ~~at the beginning of 2020. Since then, the number of~~ working rigs and fell 70% to a low of 244 rigs in August 2020. ~~Active rig levels for~~Since that time, the ~~remainder~~number of ~~2020 are projected to remain significantly below prior year levels.~~active rigs has partially recovered, ending the third quarter 2021 at 521.

Tariffs imposed in 2018 by the U.S. government on imports of selected products, including those sourced from China, have caused our raw material costs to remain at an increased level, primarily in our Coiled Tubing and Valve Solutions product lines. In response, we are taking actions to mitigate the impact, including through diversification of our supply chain and applying for tariff exemptions.

The table below shows the amount of total inbound orders by segment:

(in millions of dollars) Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30, September 30,
2020 2020 2019 2020 2019
Drilling & Downhole $ 38.7 $ 42.3 $ 80.0 $ 151.0 $ 240.3
Completions 18.4 14.2 64.5 82.5 215.5
Production 35.2 29.1 55.2 115.0 210.7
Total Orders $ 92.3 $ 85.6 $ 199.7 $ 348.5 $ 666.5


(in millions of dollars)	Three Months Ended						Nine Months Ended
	September 30,		June 30,		September 30,		September 30,		September 30,
	2021		2021		2020		2021		2020
Drilling & Downhole	$	83.4	$	80.5	$	38.7	$	221.8	$	151.0
Completions	59.6		47.4		18.4		154.2		82.5
Production	32.8		30.9		35.2		96.6		115.0
Total Orders	$	175.8	$	158.8	$	92.3	$	472.6	$	348.5

2220

Results of operations

Three months ended September 30, ~~2020~~2021 compared with three months ended September 30, ~~2019~~2020


		Three Months Ended September 30,						Change					Three Months Ended September 30,						Change
(in thousands of dollars, except per share information)	(in thousands of dollars, except per share information)	2020			2019			$		%		(in thousands of dollars, except per share information)	2021			2020			$		%
Revenue:	Revenue:											Revenue:
Drilling & Downhole	Drilling & Downhole	$	43,164		$	88,294		$	(45,130)	(51.1)	%	Drilling & Downhole	$	63,180		$	43,164		$	20,016	46.4	%
Completions	Completions	19,632			70,637			(51,005)		(72.2)	%	Completions	49,692			19,632			30,060		153.1	%
Production	Production	40,836			81,022			(40,186)		(49.6)	%	Production	28,457			40,836			(12,379)		(30.3)	%
Eliminations	Eliminations	(26)			(687)			661		*		Eliminations	(345)			(26)			(319)		*
Total revenue	Total revenue	103,606			239,266			(135,660)		(56.7)	%	Total revenue	140,984			103,606			37,378		36.1	%
Operating loss:
Operating income (loss):												Operating income (loss):
Drilling & Downhole	Drilling & Downhole	$	(13,207)		$	4,342		$	(17,549)	(404.2)	%	Drilling & Downhole	$	4,042		$	(13,207)		$	17,249	130.6	%
Operating margin %	Operating margin %	(30.6)		%	4.9		%					Operating margin %	6.4		%	(30.6)		%
Completions	Completions	(11,896)			(109)			(11,787)		(10,813.8)	%	Completions	250			(11,896)			12,146		102.1	%
Operating margin %	Operating margin %	(60.6)		%	(0.2)		%					Operating margin %	0.5		%	(60.6)		%
Production	Production	(70)			2,301			(2,371)		(103.0)	%	Production	(3,374)			(70)			(3,304)		(4,720.0)	%
Operating margin %	Operating margin %	(0.2)		%	2.8		%					Operating margin %	(11.9)		%	(0.2)		%
Corporate	Corporate	(7,706)			(7,410)			(296)		(4.0)	%	Corporate	(8,387)			(7,706)			(681)		(8.8)	%
Total segment operating loss	Total segment operating loss	(32,879)			(876)			(32,003)		(3,653.3)	%	Total segment operating loss	(7,469)			(32,879)			25,410		77.3	%
Operating margin %	Operating margin %	(31.7)		%	(0.4)		%					Operating margin %	(5.3)		%	(31.7)		%
Transaction expenses		665			254			411		*
Impairments of goodwill, intangible assets, property and equipment		2,962			532,336			(529,374)		*
Impairments of property and equipment												Impairments of property and equipment	—			2,962			(2,962)		*
Loss (gain) on disposal of assets and other	Loss (gain) on disposal of assets and other	541			(107)			648		*		Loss (gain) on disposal of assets and other	(93)			1,206			(1,299)		*
Operating loss	Operating loss	(37,047)			(533,359)			496,312		93.1	%	Operating loss	(7,376)			(37,047)			29,671		80.1	%
Interest expense	Interest expense	8,473			7,766			707		9.1	%	Interest expense	7,128			8,473			(1,345)		(15.9)	%
Foreign exchange losses (gains) and other, net	Foreign exchange losses (gains) and other, net	3,445			(3,200)			6,645		*		Foreign exchange losses (gains) and other, net	(3,962)			3,445			(7,407)		*
Gain on extinguishment of debt		(28,734)			—			(28,734)		*
Loss (gain) on extinguishment of debt												Loss (gain) on extinguishment of debt	196			(28,734)			28,930		*
Deferred loan costs written off	Deferred loan costs written off	303			—			303		*		Deferred loan costs written off	—			303			(303)		*
Gain realized on previously held equity investment		—			(1,567)			1,567		*
Total other (income) expense, net	Total other (income) expense, net	(16,513)			2,999			(19,512)		(650.6)	%	Total other (income) expense, net	3,362			(16,513)			19,875		120.4	%
Loss before income taxes	Loss before income taxes	(20,534)			(536,358)			515,824		96.2	%	Loss before income taxes	(10,738)			(20,534)			9,796		47.7	%
Income tax expense (benefit)		1,017			(3,371)			4,388		130.2	%
Income tax expense												Income tax expense	849			1,017			(168)		(16.5)	%
Net loss	Net loss	$	(21,551)		$	(532,987)		$	511,436	96.0	%	Net loss	$	(11,587)		$	(21,551)		$	9,964	46.2	%

Weighted average shares outstanding	Weighted average shares outstanding											Weighted average shares outstanding
Basic	Basic	111,607			110,295							Basic	5,661			5,580
Diluted	Diluted	111,607			110,295							Diluted	5,661			5,580
Loss per share	Loss per share											Loss per share
Basic	Basic	$	(0.19)		$	(4.83)						Basic	$	(2.05)		$	(3.86)
Diluted	Diluted	$	(0.19)		$	(4.83)						Diluted	$	(2.05)		$	(3.86)
* not meaningful	* not meaningful											* not meaningful

We sold certain assets of our ~~equity interest in Ashtead in the third quarter of 2019.~~ABZ and Quadrant valve brands on December 31, 2020. Therefore, our results of operations for the third quarter of ~~2020~~2021 may not be comparable to the results of operations for the third quarter of ~~2019.~~2020. Refer to Note 4 Dispositions for additional information.

2321

Revenue

Our revenue for the three months ended September 30, ~~2020~~2021 was ~~$103.6~~$141.0 million, ~~a decrease~~an increase of ~~$135.7~~$37.4 million, or ~~56.7%~~36.1%, compared to the three months ended September 30, ~~2019.~~2020. For the three months ended September 30, ~~2020,~~2021, our Drilling & Downhole, Completions, and Production segments comprised ~~41.7%~~44.8%, ~~18.9%~~35.0%, and ~~39.4%~~20.2% of our total revenue, respectively, which compared to ~~36.9%~~41.7%, ~~29.2%~~18.9%, and ~~33.9%~~39.4% of our total revenue, respectively, for the three months ended September 30, ~~2019.~~2020. The overall ~~decline~~increase in revenue is primarily related to ~~lower~~higher sales volumes due to improving market conditions in the ~~significant decrease~~third quarter 2021 compared to the third quarter 2020 which was negatively impacted by the COVID 19 pandemic, partially offset by the divestiture of our ABZ and Quadrant valve brands in ~~drilling and completions activity levels.~~the fourth quarter 2020. The changes in revenue by operating segment consisted of the following:

Drilling & Downhole segment — Revenue was ~~$43.2~~$63.2 million for the three months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$45.1~~$20.0 million, or ~~51.1%~~46.4%, compared to the three months ended September 30, ~~2019.~~2020. This ~~decrease~~increase was driven by a ~~$25.7~~$10.0 million, or ~~59.6%~~81.4%, decline in revenue for our Drilling Technologies product line due to lower sales volumes of consumable products and capital equipment as a result of the 72% decline in U.S. rig activity year-over-year. Revenue for our Downhole Technologies product line decreased by $15.7 million due to lower sales volumes of artificial lift products and well construction equipment due to the significant decline in drilling activity and well completions in 2020. The $3.8 million declineincrease in revenue for our Subsea Technologies product line ~~was relatively less than other~~due to higher sales of Work Class ROVs into international markets. Revenue for our Drilling Technologies product ~~lines~~line increased by $5.7 million, or 32.9%, primarily due to higher sales of consumable products and capital equipment into the U.S. market from the 95% year-over-year increase in the ~~segment~~U.S. rig count. Revenue for our Downhole Technologies product line increased by $4.2 million, primarily due to higher sales volumes of artificial lift products due to the ~~diversification~~increase in the number of ~~sales of capital equipment~~well completions and workover activity in the third quarter 2021 compared to ~~customers outside the oil and natural gas industry.~~2020.

Completions segment — Revenue was ~~$19.6~~$49.7 million for the three months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$51.0~~$30.1 million, or ~~72.2%~~153.1%, compared to the three months ended September 30, ~~2019.~~2020. This ~~decrease~~significant improvement includes ~~a $27.0~~revenue increases of $16.2 million ~~decrease in revenue~~and $13.9 million for our Stimulation & Intervention and ~~Intervention~~Coiled Tubing product ~~line primarily attributable to lower spending~~lines, respectively. These higher sales volumes were driven by ~~our pressure pumping service customers due to the significant decline in~~increasing U.S. hydraulic fracturing and well intervention service activity levels in the ~~U.S. and~~third quarter 2021 compared to the ~~cannibalization~~third quarter 2020 when service companies were idling equipment in response to historically low levels of ~~existing excess equipment. The remaining decline was driven by a $24.0 million decrease in sales volumes for our Coiled Tubing product line primarily attributable to lower U.S. completions activity.~~oil demand during the COVID 19 pandemic.

Production segment — Revenue was ~~$40.8~~$28.5 million for the three months ended September 30, ~~2020,~~2021, a decrease of ~~$40.2~~$12.4 million, or ~~49.6%~~30.3%, compared to the three months ended September 30, ~~2019.~~2020. This decrease includes a $10.0 million decline related to the divestiture of our ABZ and Quadrant valve brands in the fourth quarter 2020. The remaining $2.4 million decrease was driven by a ~~$26.5~~$1.2 million decline in sales volumes of our other valve ~~products, particularly~~brands, primarily due to lower sales into the North America ~~upstream~~downstream and midstream ~~oil and natural gas market,~~markets, and a ~~$13.6~~$1.2 million decrease in revenue for our Production Equipment product line, ~~as a result of~~primarily from lower ~~sales volumes of~~project revenue recognized for our ~~surface production equipment due to the decline in well completions activity in 2020.~~process oil treatment equipment.

Segment operating ~~loss~~income (loss) and segment operating margin percentage

Segment operating loss for the three months ended September 30, ~~2020~~2021 was ~~$32.9~~$7.5 million, a ~~decline of $32.0~~$25.4 million improvement compared to a loss of ~~$0.9~~$32.9 million for the three months ended September 30, ~~2019.~~2020. For the three months ended September 30, ~~2020,~~2021, segment operating margin percentage was ~~(31.7)~~(5.3)% compared to ~~(0.4)~~(31.7)% for the three months ended September 30, ~~2019.~~2020. Segment operating margin percentage is calculated by dividing segment operating ~~loss~~income (loss) by revenue for the period. The change in operating ~~loss~~income (loss) for each segment is explained as follows:

Drilling & Downhole segment — Segment operating income was $4.0 million, or 6.4%, for the three months ended September 30, 2021 compared to a loss ~~was~~of $13.2 million, or (30.6)%, for the three months ended September 30, ~~2020 compared~~2020. The $17.2 million improvement in segment operating results is primarily attributable to higher gross profit from the 46.4% increase in segment revenues. In addition, segment operating income ~~of $4.3~~increased due to a $3.2 million reduction in lease impairments and a $1.8 million reduction in inventory write-downs.

Completions segment — Segment operating income was $0.3 million, or ~~4.9%~~0.5%, for the three months ended September 30, ~~2019. The $17.5 million decline in~~2021 compared to a segment operating results is primarily attributable to lower gross profit from the 51.1% decline in segment revenues as well as employee severance and facility closure costs incurred in 2020. These declines in segment operating results were partially offset by lower employee and facilities related expenses due to headcount, salary and other cost reductions implemented in 2020.

~~Completions segment~~ ~~— Segment operating~~ loss ~~was~~of $11.9 million, or (60.6)%, for the three months ended September 30, ~~2020~~2020. The $12.1 million improvement in segment operating results is primarily attributable to the 153.1% increase in revenues discussed above, partially offset by higher freight, manufacturing and employee related costs associated with the increased activity levels.

Production segment — Segment operating loss was $3.4 million, or (11.9)%, for the three months ended September 30, 2021 compared to a ~~segment operating~~ loss of $0.1 million, or (0.2)%, for the three months ended September 30, ~~2019.~~2020. The ~~$11.8~~$3.3 million decline in segment operating results is ~~due~~primarily attributable to the ~~reduction~~disposition of our ABZ and Quadrant valve brands in the fourth quarter 2020. The decline in gross profit from ~~the 72.2% decline in~~lower revenues ~~partially~~discussed above was mostly offset by ~~lower~~reductions in employee and ~~facilities~~facility related ~~expenses due to headcount, salary and other cost reductions implemented in 2020.~~

~~Production segment~~ — Segment operating loss was $0.1 million, or (0.2)%, for the three months ended September 30, 2020 compared to segment operating income of $2.3 million, or 2.8%, for the three months ended September 30, 2019. The decline in segment operating results is due to lower gross profit from the 49.6% decline in revenue, partially offset by lower employee and facilities related expensescosts due to headcount, salary and other cost reductions implemented in 2020.

2422

Corporate — Selling, general and administrative expenses for Corporate were ~~$7.7~~$8.4 million for the three months ended September 30, ~~2020,~~2021, a ~~$0.3~~$0.7 million increase compared to the three months ended September 30, ~~2019. Reductions in employee~~2020. This increase was primarily related to higher variable compensation costs ~~from headcount, salary~~ and ~~other cost reductions were more than~~professional fees, partially offset by a $1.5 million decrease in lease ~~impairment and higher legal fees incurred in the three months ended September 30, 2020.~~impairments. Corporate costs include, among other items, payroll related costs for management, administration, finance, legal, and human resources personnel; professional fees for legal, accounting and related services; and marketing costs.

Other items not included in segment operating loss

Several items are not included in segment operating loss, but are included in total operating loss. These items include ~~transaction expenses,~~ impairments of ~~goodwill, intangible assets,~~ property and equipment, and loss (gain) on the disposal of assets and other. ~~Transaction expenses relate to legal and other advisory costs incurred in acquiring or disposing of businesses and are not considered to be part of segment operating income (loss).~~ For further information related to impairments of ~~goodwill, intangible assets,~~ property and equipment, refer to Note 7 Impairments of ~~Goodwill and~~ Long-Lived Assets.

Other income and expense

Other income and expense includes interest expense, foreign exchange losses (gains) and other, ~~gain~~loss (gain) on extinguishment of debt, and deferred loan costs written ~~off and gain realized on previously held equity investment.~~off. We incurred ~~$8.5~~$7.1 million of interest expense during the three months ended September 30, ~~2020, an increase~~2021, a decrease of ~~$0.7~~$1.3 million compared to the three months ended September 30, ~~2019 primarily~~2020 due to ~~an increase~~lower debt balances outstanding in ~~non-cash interest expense for amortization of discount on~~ the ~~new 2025 Notes.~~three months ended September 30, 2021 compared to the three months outstanding September 30, 2020.

The foreign exchange losses (gains) are primarily the result of movements in the British pound, Euro and ~~Euro~~Canadian dollar relative to the U.S. dollar. These movements in exchange rates create foreign exchange gains or losses when applied to monetary assets or liabilities denominated in currencies other than the location’s functional currency, primarily U.S. dollar denominated cash, trade account receivables and net intercompany receivable balances for our entities using a functional currency other than the U.S. dollar.

During the three months ended September 30, 2021, we repurchased an aggregate $1.9 million of principal amount of our 9.00% convertible secured notes due August 2025 (“2025 Notes”) at approximately par value. The net carrying value of the extinguished debt, including unamortized debt discount and debt issuance costs, was $1.7 million, resulting in a $0.2 million loss on extinguishment of debt.

In the third quarter of 2020, we exchanged $315.5 million principal amount of our previous 6.25% unsecured notes due 2021 ~~Notes~~(“2021 Notes”) for new 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, resulting in a $28.7 million gain on extinguishment of debt. See Note 8 Debt for further information.

Concurrent with the completion of the 2021 Notes exchange, the Credit Facility was also amended ~~to, among other things, reduce the size of the commitments from $300.0 million to $250.0 million,~~ resulting in a write-off of $0.3 million of deferred loan costs.

~~In the third quarter of 2019, we sold our aggregate 40% interest in Ashtead and recognized a gain of $1.6 million as a result of such sale. See Note 4~~ ~~Dispositions~~ ~~for further information.~~

Taxes

We recorded atax expense of $0.8 million for the three months ended September 30, 2021, compared to tax expense of $1.0 million for the three months ended September 30, ~~2020, compared to a~~2020. The estimated annual effective tax ~~benefit of $3.4 million~~rates for the three months ended September 30, 2019. The tax benefit for the three months ended September 30, 2019 includes a $3.8 million benefit related to the impairments of goodwill. In addition, the estimated annual effective tax rate for the three months ended September 30,2021 and 2020 ~~is different than the comparable period in 2019 primarily due to the impairment of non-deductible goodwill in 2019 and~~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.

2523

Nine months ended September 30, ~~2020~~2021 compared with nine months ended September 30, ~~2019~~2020


		Nine Months Ended September 30,						Favorable / (Unfavorable)					Nine Months Ended September 30,						Change
		2020			2019			$		%			2021			2020			$		%
(in thousands of dollars, except per share information)	(in thousands of dollars, except per share information)											(in thousands of dollars, except per share information)
Revenue:	Revenue:											Revenue:
Drilling & Downhole	Drilling & Downhole	$	166,990		$	256,586		$	(89,596)	(34.9)	%	Drilling & Downhole	$	173,406		$	166,990		$	6,416	3.8	%
Completions	Completions	88,038			246,816			(158,778)		(64.3)	%	Completions	134,051			88,038			46,013		52.3	%
Production	Production	145,038			256,272			(111,234)		(43.4)	%	Production	85,825			145,038			(59,213)		(40.8)	%
Eliminations	Eliminations	(553)			(2,918)			2,365		*		Eliminations	(361)			(553)			192		*
Total revenue	Total revenue	399,513			756,756			(357,243)		(47.2)	%	Total revenue	392,921			399,513			(6,592)		(1.7)	%
Operating income (loss):	Operating income (loss):											Operating income (loss):
Drilling & Downhole	Drilling & Downhole	(26,751)			3,185			(29,936)		(939.9)	%	Drilling & Downhole	2,237			(26,751)			28,988		108.4	%
Operating margin %	Operating margin %	(16.0)		%	1.2		%					Operating margin %	1.3		%	(16.0)		%
Completions	Completions	(47,027)			9,583			(56,610)		(590.7)	%	Completions	(52)			(47,027)			46,975		99.9	%
Operating margin %	Operating margin %	(53.4)		%	3.9		%					Operating margin %	—		%	(53.4)		%
Production	Production	(9,306)			10,225			(19,531)		(191.0)	%	Production	(11,256)			(9,306)			(1,950)		(21.0)	%
Operating margin %	Operating margin %	(6.4)		%	4.0		%					Operating margin %	(13.1)		%	(6.4)		%
Corporate	Corporate	(23,326)			(22,711)			(615)		(2.7)	%	Corporate	(23,667)			(23,326)			(341)		(1.5)	%
Total segment operating income (loss)		(106,410)			282			(106,692)		(37,834.0)	%
Total segment operating loss												Total segment operating loss	(32,738)			(106,410)			73,672		69.2	%
Operating margin %	Operating margin %	(26.6)		%	—		%					Operating margin %	(8.3)		%	(26.6)		%
Transaction expenses		852			972			(120)		(12.3)	%
Impairments of goodwill, intangible assets, property and equipment		20,394			532,336			(511,942)		*
Contingent consideration benefit		—			(4,629)			4,629		*
Gain on disposal of assets and other		(180)			(71)			(109)		*
Impairments of intangible assets, property and equipment												Impairments of intangible assets, property and equipment	—			20,394			(20,394)		*
Loss (gain) on disposal of assets and other												Loss (gain) on disposal of assets and other	(1,362)			672			(2,034)		*
Operating loss	Operating loss	(127,476)			(528,326)			400,850		75.9	%	Operating loss	(31,376)			(127,476)			96,100		75.4	%
Interest expense	Interest expense	21,617			24,170			(2,553)		(10.6)	%	Interest expense	24,065			21,617			2,448		11.3	%
Foreign exchange gains and other, net	Foreign exchange gains and other, net	(931)			(3,069)			2,138		69.7	%	Foreign exchange gains and other, net	(1,431)			(931)			(500)		(53.7)	%
Gain on extinguishment of debt		(72,478)			—			(72,478)		*
Loss (gain) on extinguishment of debt												Loss (gain) on extinguishment of debt	5,290			(72,478)			77,768		*
Deferred loan costs written off	Deferred loan costs written off	2,262			—			2,262		*		Deferred loan costs written off	—			2,262			(2,262)		*
Gain realized on previously held equity investment		—			(1,567)			1,567		*
Total other (income) expense	Total other (income) expense	(49,530)			19,534			(69,064)		*		Total other (income) expense	27,924			(49,530)			77,454		*
Loss before income taxes	Loss before income taxes	(77,946)			(547,860)			469,914		85.8	%	Loss before income taxes	(59,300)			(77,946)			18,646		23.9	%
Income tax expense (benefit)	Income tax expense (benefit)	(13,757)			6,749			(20,506)		(303.8)	%	Income tax expense (benefit)	3,756			(13,757)			17,513		127.3	%
Net loss	Net loss	$	(64,189)		$	(554,609)		$	490,420	88.4	%	Net loss	$	(63,056)		$	(64,189)		$	1,133	1.8	%

Weighted average shares outstanding	Weighted average shares outstanding											Weighted average shares outstanding
Basic	Basic	111,459			109,977							Basic	5,637			5,573
Diluted	Diluted	111,459			109,977							Diluted	5,637			5,573
Loss per share	Loss per share											Loss per share
Basic	Basic	$	(0.58)		$	(5.04)						Basic	$	(11.19)		$	(11.52)
Diluted	Diluted	$	(0.58)		$	(5.04)						Diluted	$	(11.19)		$	(11.52)
* not meaningful	* not meaningful											* not meaningful

We sold certain assets of our ~~equity interest in Ashtead in the third quarter of 2019.~~ABZ and Quadrant valve brands on December 31, 2020. Therefore, our results of operations for the nine months ended September 30, ~~2020~~2021 may not be comparable to ~~historical~~the results of operations for the nine months ended September 30, ~~2019.~~2020. Refer to Note 4 Dispositions for additional information.

2624

Revenue

Our revenue for the nine months ended September 30, ~~2020~~2021 was ~~$399.5~~$392.9 million, a decrease of ~~$357.2~~$6.6 million, or ~~47.2%~~1.7%, compared to the nine months ended September 30, ~~2019.~~2020. For the nine months ended September 30, ~~2020,~~2021, our Drilling & Downhole, Completions, and Production segments comprised ~~41.8%~~44.1%, ~~21.9%~~34.1%, and ~~36.3%~~21.8% of our total revenue, respectively, which compared to ~~33.9%~~41.8%, ~~32.2%~~21.9%, and ~~33.9%~~36.3% of our total revenue, respectively, for the nine months ended September 30, ~~2019.~~2020. The overall decline in revenue is primarily related to ~~lower~~a $32.5 million decrease from the divestiture of our ABZ and Quadrant valve brands in the fourth quarter 2020. This decline was mostly offset by higher sales volumes in the Drilling and Downhole and Completions segments due to improving market conditions in the ~~significant decrease in drilling and completions activity levels.~~first nine months of 2021 compared to the first nine months of 2020 which was negatively impacted by the COVID 19 pandemic. The changes in revenue by operating segment consisted of the following:

Drilling & Downhole segment — Revenue was ~~$167.0~~$173.4 million for the nine months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$89.6~~$6.4 million, or ~~34.9%~~3.8%, compared to the nine months ended September 30, ~~2019.~~2020. This ~~decrease~~increase includes a ~~$48.4~~$12.8 million, or ~~39.5%~~30.6%, ~~decline~~increase in revenue for our Subsea Technologies product line primarily due to higher sales of Work Class ROVs into international markets. This increase was partially offset by a $4.7 million, or 6.4%, revenue decline for our Drilling Technologies product line primarily due to lower ~~sales volumes of consumable products and capital equipment as a result of a 52% decline in U.S. rig activity year-over-year.~~service revenue. Revenue for our Downhole Technologies product line decreased by ~~$37.2~~$1.7 million, or 3.3%, primarily due to ~~lower~~higher sales ~~volumes~~ of artificial lift products ~~and well construction equipment due to the significant decrease in drilling activity and the number of wells completed~~ in the first ~~nine months of 2020. The $4.0 million decline in revenue for our Subsea Technologies product line was relatively less than other product lines in the segment due~~quarter 2020 prior to the ~~diversification~~onset of ~~sales of capital equipment to customers outside~~ the ~~oil and natural gas industry.~~COVID 19 pandemic.

Completions segment — Revenue was ~~$88.0~~$134.1 million for the nine months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$158.8~~$46.0 million, or ~~64.3%~~52.3%, compared to the nine months ended September 30, ~~2019.~~2020. This ~~decline~~increase includes a ~~$92.2~~$26.2 million, or ~~68.5%~~61.9%, ~~decrease~~increase in sales volumes for our Stimulation and Intervention product line primarily attributable to lower spending by our pressure pumping service customers due to the significant decline in hydraulic fracturing activity levels in the U.S. The remaining decline was driven byand a ~~$66.5~~$19.8 million, ~~decrease~~or 43.3%, increase in sales volumes for our Coiled Tubing product ~~line primarily attributable~~line. These higher revenue levels were driven by increasing U.S. hydraulic fracturing and well intervention service activity levels in the first nine months of 2021 compared to ~~lower U.S. completions activity.~~a rapidly declining market in the first nine months of 2020 when service companies were idling equipment in response to historically low levels of oil demand as a result of the COVID 19 pandemic.

Production segment — Revenue was ~~$145.0~~$85.8 million for the nine months ended September 30, ~~2020,~~2021, a decrease of ~~$111.2~~$59.2 million, or ~~43.4%~~40.8%, compared to the nine months ended September 30, ~~2019.~~2020. This decrease includes a ~~$66.2~~$32.5 million ~~or 42.0%,~~decline from the divestiture of our ABZ and Quadrant valve brands in the fourth quarter 2020. The remaining decline was driven by a $19.2 million decline in sales volumes of our other valve ~~products, particularly~~brands, primarily due to lower sales into the North America ~~upstream~~downstream and midstream ~~oil and natural gas market,~~markets, and a ~~$45.0~~$7.6 million decrease in revenue for our Production Equipment product line ~~as a result of~~from lower sales volumes of our surface production equipment, partially offset by higher sales volumes for our process oil treatment equipment due to ~~the significant decline in U.S. well completions in the nine months ended September 30, 2020.~~increased project activity with international downstream customers.

Segment operating income (loss) and segment operating margin percentage

Segment operating loss for the nine months ended September 30, ~~2020~~2021 was $32.7 million, a $73.7 million improvement compared to a loss of $106.4 million ~~a decline of $106.7 million compared to~~for the nine months ended September 30, ~~2019.~~2020. For the nine months ended September 30, ~~2020,~~2021, segment operating margin percentage was ~~(26.6)~~(8.3)% compared to ~~break-even~~(26.6)% for the nine months ended September 30, ~~2019.~~2020. Segment operating margin percentage is calculated by dividing segment operating income (loss) by revenue for the period. The change in operating ~~margin percentage~~income (loss) for each segment is explained as follows:

Drilling & Downhole segment — Segment operating income was $2.2 million, or 1.3%, for the nine months ended September 30, 2021 compared to a loss ~~was~~of $26.8 million, or (16.0)%, for the nine months ended September 30, ~~2020 compared to income of $3.2~~2020. The $29.0 million ~~or 1.2% for the nine months ended September 30, 2019. The $29.9 million decline~~improvement in segment operating results is primarily attributable to ~~lower gross profit from the 34.9% decline~~a decrease in ~~segment revenues.~~employee related costs due to headcount, salary and other cost reductions implemented in 2020. In addition, segment operating ~~loss for~~results also improved due to a $4.4 million decrease in impairments of operating lease right of use assets, a $3.8 million reduction in inventory write downs and lower severance and other costs related to restructuring activities in the first nine months of ~~2020 includes approximately $8.0~~2020.

Completions segment — Segment operating loss was $0.1 million for the nine months ended September 30, 2021 compared to a loss of $47.0 million, or (53.4)%, for the nine months ended September 30, 2020. The $47.0 million improvement in segment operating results is primarily attributable to higher gross profit from the 52.3% increase in revenues discussed above. In addition, operating results improved due to a $12.3 million decrease in inventory ~~write-downs, $4.5~~write downs, a $6.1 million ofdecrease in impairments of operating lease right of use assets and ~~$3.1 million of employee severance costs. These declines~~reductions in ~~segment operating results were partially offset by lower~~ employee related costs due to headcount, salary and other cost reductions implemented in 2020.

~~Completions~~

Production segment — Segment operating loss was ~~$47.0~~$11.3 million, or ~~(53.4)~~(13.1)%, for the nine months ended September 30, ~~2020~~2021 compared to ~~income~~a loss of ~~$9.6~~$9.3 million, or ~~3.9%~~(6.4)%, for the nine months ended September 30, ~~2019.~~2020. The ~~$56.6~~$2.0 million decline in segment operating results is primarily attributable to ~~lower~~the disposition of our ABZ and Quadrant valve brands in the fourth quarter 2020. In addition, gross profit ~~from~~declined as a result of the 64.3% decline in segment revenues. In addition, segment operating loss for the first nine months of 2020 includes $8.5 million of inventory write-downs, $6.1 million of impairments of operating lease right of use assets, and $1.5 million of employee severance costs.lower sales volumes discussed above. These declines ~~in segment operating results~~ were ~~partially~~mostly offset by ~~lower~~reductions in employee related costs due to headcount, salary and other cost reductions implemented in ~~2020.~~

~~Production segment~~ ~~— Segment operating loss was $9.3 million, or (6.4)%, for the nine months ended September 30,~~ 2020 compared to income of $10.2 million, or 4.0% for the nine months ended September 30, 2019. The $19.5 million decline in segment operating results is primarily attributable to lower gross profit from the 43.4% decline in segment revenues. In addition, segment operating loss for the first nine months of 2020 includes $3.3 million of

~~inventory write-downs,~~as well as a $1.9 million ofdecrease in impairments of operating lease right of use assets and ~~$1.2~~a $1.7 million ~~of employee severance costs. These declines~~decrease in ~~segment operating results were partially offset by lower employee related costs due to headcount, salary and other cost reductions implemented in 2020.~~inventory write downs.

Corporate — Selling, general and administrative expenses for Corporate were ~~$23.3~~$23.7 million for the nine months ended September 30, ~~2020,~~2021, a ~~$0.6~~$0.3 million increase compared to the nine months ended September 30, ~~2019. Reductions in employee~~2020. This increase was primarily related to higher variable compensation costs ~~from headcount, salary~~ and ~~other cost reductions were more than~~professional fees, partially offset by a $1.5 million decrease in lease ~~impairment and higher legal fees in the first nine months of 2020.~~impairments. Corporate costs include, among other items, payroll related costs for management, administration, finance, legal, and human resources personnel; professional fees for legal, accounting and related services; and marketing costs.

Other items not included in segment operating ~~income (loss)~~loss

Several items are not included in segment operating ~~income (loss),~~loss, but are included in total operating ~~income (loss).~~loss. These items include ~~transaction expenses,~~ impairments of ~~goodwill,~~ intangible assets, property and equipment ~~contingent consideration benefit~~ and ~~gain~~loss (gain) on disposal of assets and other. ~~Transaction expenses relate to legal and other advisory costs incurred in acquiring or disposing of businesses and are not considered to be part of segment operating income.~~ For further information related to impairments of ~~goodwill,~~ intangible assets, property and equipment, refer to Note 7 Impairments of ~~Goodwill and~~ Long-Lived Assets.

The $4.6 million contingent consideration benefit recognized in the nine months ended September 30, 2019 is related to reducing the estimated fair value of the contingent cash liability associated with the acquisition of Houston Global Heat Transfer LLC.

Other expense

Other expense includes interest expense, foreign exchange gains and other, ~~gain~~loss (gain) on extinguishment of debt and deferred loan costs written off. We incurred ~~$21.6~~$24.1 million of interest expense during the nine months ended September 30, ~~2020, a decrease~~2021, an increase of ~~$2.6~~$2.4 million from the nine months ended September 30, ~~2019 primarily~~2020 due to ~~lower average outstanding balances on~~higher non-cash amortization of debt discount and debt issuance costs associated with our ~~revolving Credit Facility in 2020 compared to 2019.~~2025 Notes.

The foreign exchange gains are primarily the result of movements in the British pound, Euro and ~~the Euro~~Canadian dollar relative to the U.S. dollar. These movements in exchange rates create foreign exchange gains or losses when applied to monetary assets or liabilities denominated in currencies other than the location’s functional currency, primarily U.S. dollar denominated cash, trade account receivables and net intercompany receivable balances for our entities using a functional currency other than the U.S. dollar.

During the nine months ended September 30, 2020, we recognized $72.5 million of gains on extinguishment of debt, including a $43.8 million gain from the repurchase of notes ~~in the first half of 2020~~ and a $28.7 million gain from the exchange of notes in the third quarter of ~~2020.~~ 2020 as further described below.

During the first ~~half~~nine months of 2020, we repurchased an aggregate $71.9 million of principal amount of our 2021 Notes for ~~$27.7 million and recognized a net gain of $43.8 million reflecting the difference in the amount paid and the~~$27.6 million. The net carrying value of the extinguished debt, including unamortized debt premium and debt issuance costs, ~~and unamortized debt premium.~~ was $71.4 million, resulting in the $43.8 million gain on extinguishment of debt.

In the third quarter of 2020, we exchanged $315.5 million principal amount of 2021 Notes for new 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, resulting in athe $28.7 million gain on extinguishment of debt. ~~See Note 8~~ ~~Debt~~ ~~for further information.~~

During the nine months ended September 30, 2020, we wrote-off $2.3 million of deferred loan costs including $2.0 million for the termination of previous discussions related to a potential exchange offer for our 2021 Notes and $0.3 million related to amending our Credit ~~Facility to, among other things, reduce the size of the commitments from $300.0 million to $250.0 million.~~

Taxes

We recorded tax expense of $3.8 million for the nine months ended September 30, 2021, compared to a tax benefit of $13.8 million for the nine months ended September 30, ~~2020, compared to a~~2020. The estimated annual effective tax ~~expense of $6.7 million~~rates for the nine months ended September 30, ~~2019.~~ 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 ~~expense~~benefit for the nine months ended September 30, 2020 ~~includes~~included a $16.6 million benefit related to a carryback claim for U.S. federal tax losses based on ~~new~~ provisions in the CARES Act, as discussed further below. The tax expense for the nine months ended September 30, 2019 includes an increase in our valuation allowance of $5.9 million to write down our deferred tax assets in the U.S. Coronavirus Aid, Relief, and ~~Saudi Arabia and a tax benefit of $3.8 million related to the impairment of goodwill. In~~Economic

2826

~~addition, the estimated annual effective tax rates for the nine months ended September 30, 2020 and 2019 were impacted by losses in jurisdictions where the recording of a tax benefit is not available.~~

OnSecurity Act (“CARES Act”), which was signed into law on March 27, ~~2020, President Trump signed the CARES Act in response to the COVID-19 pandemic.~~2020. The CARES Act ~~provides~~provided relief to corporate taxpayers by permitting a five-year carryback of 2018-2020 NOLs, ~~increasing~~increased the 30% limitation on interest expense deductibility to 50% of adjusted taxable income for 2019 and 2020, and ~~accelerating~~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. As such, the tax expense 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 new provisions in the CARES Act.

Liquidity and capital resources

Sources and uses of liquidity

Our internal sources of liquidity are cash on hand and cash flows from operations, while our primary external sources include trade credit, ~~our~~the Credit Facility and the 2025 ~~Notes described below.~~Notes. Our primary uses of capital have been for ~~inventories,~~inventory, sales on credit to our customers, ~~and ongoing~~ maintenance and growth capital ~~expenditures.~~expenditures, and debt repayments. We continually monitor other potential capital sources, including equity and debt financing, to meet our investment and target liquidity requirements. Our future success and growth will be highly dependent on our ability to generate positive operating cash flow and access outside sources of capital.

As of December 31, 2020, we had $316.9 million principal amount of 2025 Notes outstanding and $13.1 million outstanding under our revolving Credit Facility. During the ~~first half of 2020,~~nine months ended September 30, 2021, we repurchased ~~an aggregate $71.9~~$59.9 million principal amount of our ~~2021~~2025 Notes ~~for $27.7~~and repaid the $13.1 million and recognized a net gain of $43.8 million reflecting the difference in the amount paid and the net carrying value of the extinguished debt, including debt issuance costs and unamortized debt premium. In the third quarter of 2020, we exchanged $315.5 million principal amount of the remaining 2021 Notes for new 2025 Notes. Concurrent with the 2021 Notes exchange, theoutstanding under our revolving Credit ~~Facility was amended to, among other things, reduce the size of the commitments from $300.0 million to $250.0 million.~~Facility. Following these transactions, we had ~~$12.7 million principal amount of 2021 Notes, $315.5~~$257.0 million principal amount of 2025 Notes and no borrowings outstanding under our Credit Facility as of September 30, ~~2020. The~~2021.

In September 2021, we amended our Credit Facility ~~is currently scheduled~~ to, ~~mature on July 1, 2021, subject~~among other things, extend the maturity date to ~~extension to October 30, 2022 if, on or before July 1, 2021,~~September 2026, reduce the ~~2021 Notes are repaid or refinanced in their entirety with indebtedness maturing on or after January 31, 2023. In October 2020, we provided notice of redemption relating to the $12.7 million principal~~aggregate amount of ~~2021 Notes~~the commitment under the Credit Facility to $179.0 million, and change the interest rate applicable to outstanding and intend to redeem such notes in full in November 2020 at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to the redemption date. This information does not constitute a notice of redemption with respect to the 2021 Notes, nor does it constitute an offer to tender for, or purchase any, 2021 Notes or any other security.loans.

See Note 8 Debt for further details related to the terms for our ~~2021 Notes,~~ 2025 Notes and Credit Facility.

As of September 30, ~~2020,~~2021, we had cash and cash equivalents of ~~$20.0~~$50.0 million and ~~$108.6~~$130.8 million of availability under ~~our~~the Credit ~~Facility, respectively.~~Facility. We anticipate that our future working capital requirements for our operations will fluctuate directionally with revenues. Furthermore, availability under ~~our~~the Credit Facility will fluctuate directionally based on the level of our eligible accounts receivable and ~~inventory. In the third quarter of 2020, we received a $14.1 million cash refund for income taxes from filing a carryback claim for U.S. federal tax losses based on provisions in the CARES Act.~~inventory subject to applicable sublimits. In addition, we expect total ~~2020~~2021 capital expenditures to be less than $5.0 million, consisting of, among other items, replacing end of life machinery and equipment.

We expect our available cash on-hand, cash generated by operations, and estimated availability under ~~our~~the Credit Facility to be adequate to fund current operations ~~and debt maturities~~ during the next 12 months. In addition, based on existing market conditions and our expected liquidity needs, among other factors, we may use a portion of our cash flows from operations, proceeds from divestitures, securities offerings or other eligible capital to reduce the principal amount of ~~debt~~our 2025 Notes outstanding.

In ~~2019,~~2020, we completed ~~two dispositions~~one disposition for total consideration of ~~$51.7~~$103.4 million. For additional information, see Note 4 ~~Dispositions.~~Dispositions. We may pursue acquisitions in the future, which may be funded with cash and/or equity. Our ability to make significant acquisitions for cash may require us to pursue additional equity or debt financing, which we may not be able to obtain on terms acceptable to us or at all.

To the extent that access to the capital and other financial markets is adversely affected by the effects of COVID-19, our customers and other counterparties may become unable to make payments to us, on a timely basis or at all, which could adversely affect our business, cash flows, liquidity, financial condition and results of operations.

2927

Our cash flows for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020 are presented below (in millions):

Nine Months Ended September 30,
2020 2019
Net cash provided by operating activities $ 1.7 $ 75.7
Net cash provided by investing activities 2.0 27.2
Net cash used in financing activities (41.5) (121.4)
Effect of exchange rate changes on cash (0.1) 0.2
Net decrease in cash, cash equivalents and restricted cash $ (37.9) $ (18.3)


	Nine Months Ended September 30,
	2021		2020
Net cash provided by (used in) operating activities	$	(8.1)	$	1.7
Net cash provided by investing activities	4.5		2.0
Net cash used in financing activities	(74.6)		(41.5)
Effect of exchange rate changes on cash	(0.4)		(0.1)
Net decrease in cash, cash equivalents and restricted cash	$	(78.6)	$	(37.9)

Net cash provided by (used in) operating activities

Net cash ~~provided by~~used in operating activities was ~~$1.7~~$8.1 million for the nine months ended September 30, ~~2020~~2021 compared to ~~$75.7~~$1.7 million of cash provided by operating activities for the nine months ended September 30, ~~2019.~~2020. This decline in operating cash flows is primarily attributable to changes in working capital which provided cash of $2.8 million for the nine months endedSeptember 30, 2021 compared to providing $31.6 million of cash for the nine months ended September 30, 2020. This decline was partially offset by an improvement in ~~operating results. Net~~net income adjusted for non-cash items which used ~~$29.9~~$10.9 million of cash for the nine months ended September 30, ~~2020~~2021 compared to ~~providing $42.5 million of cash for the nine months ended September 30, 2019. The remaining decline is due to changes in working capital which provided cash of $31.6 million for the nine months endedSeptember 30, 2020 compared to $33.1~~using $29.9 million for the nine months ended September 30, ~~2019.~~2020.

Net cash provided by investing activities

Net cash provided by investing activities was $4.5 million for the nine months ended September 30, 2021 including $6.8 million of proceeds from the sale of property and equipment, partially offset by $1.3 million of cash paid for the net working capital settlement related to the disposition of our ABZ and QVA valve brands and $1.0 million of capital expenditures. Net cash provided by investing activities was $2.0 million for the nine months ended September 30, 2020 including ~~$4.2~~$3.6 million of proceeds from the sale of property and equipment, partially offset by $2.2 million of capital expenditures. Net cash provided by investing activities was $27.2 million for the nine months ended September 30, 2019 including $39.3 million in cash proceeds from the sale of our aggregate 40% interest in Ashtead technology, partially offset by $12.6 million of capital expenditures for property and equipment.

Net cash used in financing activities

Net cash used in financing activities was $74.6 million for the nine months ended September 30, 2021 including $58.6 million of cash used to repurchase 2025 Notes and $13.1 million of repayments on the revolving Credit Facility. Net cash used in financing activities was $41.5 million for the nine months ended September 30, 2020 ~~compared to $121.4 million used in financing activities for the nine months ended September 30, 2019. Net cash used in financing activities for the nine months ended September 30, 2020 includes $27.7~~including $27.6 million of cash used to repurchase 2021 Notes $9.4 million paid for deferred financing costs and a $3.5 million early participation payment for the bond exchange. ~~Net cash used in financing activities for the nine months ended September 30, 2019 primarily includes $120.3 million of net repayments of debt.~~

Supplemental Guarantor Financial Information

The Company’s ~~2021 Notes and~~ 2025 Notes are guaranteed by our domestic subsidiaries which are 100% owned, directly or indirectly, by the Company. The guarantees are full and unconditional, joint and ~~several,~~several.

The guarantees of the 2025 Notes are (i) pari passu in right of payment with all existing and future senior indebtedness of such guarantor, including all obligations under our Credit Facility; (ii) secured by certain collateral of such guarantor, subject to permitted liens under the indenture governing the 2025 Notes; (iii) effectively senior to all unsecured indebtedness of that guarantor, to the extent of the value of the collateral securing the 2025 Notes (after giving effect to the liens securing our Credit Facility and any other senior liens on ~~an unsecured basis.~~the collateral); and (v) senior in right of payment to any future subordinated indebtedness of that guarantor.

In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries of the 2025 Notes, the non-guarantor subsidiaries of such notes will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Company or to any guarantors.

The 2025 Notes guarantees shall each be released upon (i) any sale or other disposition of all or substantially all of the assets of such guarantor (by merger, consolidation or otherwise) to a person that is not (either before or after giving effect to such transaction) the Company or a subsidiary, if the sale or other disposition does not violate the applicable provisions of the indenture governing such notes; (ii) any sale, exchange or transfer (by merger, consolidation or otherwise) of the equity interests of such guarantor after which the applicable guarantor is no longer a subsidiary, which sale, exchange or transfer does not violate the applicable provisions of the indenture governing such notes; (iii) legal or covenant defeasance or satisfaction and discharge of the indenture governing such notes; or (iv) dissolution of such guarantor, provided no default or event of default has occurred that is continuing.

The obligations of each guarantor of the 2025 Notes under its guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such guarantor (including, without limitation, any guarantees under the Credit Facility) and any collections from or payments made by or on behalf of any other guarantor in respect of the obligations of such other guarantor under its guarantee or pursuant to its contribution obligations under the applicable indenture, result in the obligations of such guarantor under its guarantee not constituting a fraudulent conveyance, fraudulent preference or fraudulent transfer or otherwise reviewable transaction under applicable law. Nonetheless, in the event of the bankruptcy, insolvency or financial difficulty of a guarantor, such guarantor’s obligations under its guarantee may be subject to review and avoidance under applicable fraudulent conveyance, fraudulent preference, fraudulent transfer and insolvency laws.

We are presenting the following summarized financial information for the Company and the subsidiary guarantors (collectively referred to as the "Obligated Group") pursuant to Rule 13-01 of Regulation S-X, Guarantors and Issuers of Guaranteed Securities Registered or Being ~~Registered~~.Registered. For purposes of the following summarized financial information, transactions between the Company and the subsidiary guarantors, presented on a combined basis, have been eliminated and information for the non-guarantor subsidiaries have been excluded. Amounts due to the non-guarantor subsidiaries and other related parties, as applicable, have been separately presented within the summarized financial information below.

Summarized financial information for the year-to-date interim period and the most recent annual period was as follows (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Summarized Statements of Operations	Summarized Statements of Operations	2020		2019		2020		2019		Summarized Statements of Operations	2021		2020		2021		2020
Revenue	Revenue	$	79,676	$	197,980	$	313,838	$	640,739	Revenue	$	108,099	$	79,676	$	287,336	$	313,838
Cost of sales	Cost of sales	69,856		149,130		284,494		482,301		Cost of sales	86,495		69,856		229,143		284,494
Operating loss	Operating loss	(40,311)		(542,533)		(126,286)		(541,536)		Operating loss	(3,998)		(40,311)		(31,892)		(126,286)
Net loss	Net loss	(21,551)		(532,987)		(64,189)		(554,609)		Net loss	(11,587)		(21,551)		(63,056)		(64,189)


		September 30, 2020		December 31, 2019			September 30, 2021		December 31, 2020
Summarized Balance Sheet	Summarized Balance Sheet					Summarized Balance Sheet
Current assets	Current assets	$	398,158	$	530,111	Current assets	$	323,397	$	385,364
Noncurrent assets		352,346		416,924
Non-current assets						Non-current assets	301,761		332,486

Current liabilities	Current liabilities	$	80,889	$	122,354	Current liabilities	$	135,483	$	105,393
Payables to non-guarantor subsidiaries	Payables to non-guarantor subsidiaries	126,307		116,053		Payables to non-guarantor subsidiaries	112,950		102,885
Noncurrent liabilities		326,662		440,817
Non-current liabilities						Non-current liabilities	258,977		324,954

Off-balance sheet arrangements

As of September 30, ~~2020,~~2021, we had no off-balance sheet instruments or financial arrangements, other than letters of credit entered into in the ordinary course of business.

~~Contractual obligations~~

Except for the 2025 Notes and the changes in the Credit Facility and 2021 Notes discussed above, there have been no other material changes in our contractual obligations and commitments disclosed in our 2019 Annual Report on Form 10-K.

Critical accounting policies and estimates

There have been no material changes in our critical accounting policies and procedures during the nine months ended September 30, ~~2020.~~2021. For a detailed discussion of our critical accounting policies and estimates, refer to our ~~2019~~2020 Annual Report on Form 10-K. For recent accounting pronouncements, refer to Note 2 Recent Accounting Pronouncements.

Item 3. Quantitative and qualitative disclosures about market risk

We are currently exposed to market risk from changes in foreign currency exchange rates and changes in interest rates. From time to time, we may enter into derivative financial instrument transactions to manage or reduce our market risk, but we do not enter into derivative transactionsNot required under Regulation S-K for ~~speculative purposes.~~“smaller reporting companies.”

There have been no significant changes to our market risk since December 31, 2019. For a discussion of our exposure to market risk, refer to Part II, Item 7(a), “Quantitative and Qualitative Disclosures About Market Risk,” in our 2019 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures have been designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including

our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of September 30, ~~2020.~~2021. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, ~~2020.~~2021.

Changes in Internal Control over Financial Reporting

There ~~were~~have been no changes in our internal control over financial reporting during the quarter ended September 30, ~~2020~~ 2021��that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Information related to Item 1. Legal Proceedings is included in Note 12 Commitments and Contingencies, which is incorporated herein by reference.

Item 1A. Risk Factors

For additional information about our risk factors, see “Risk Factors” in Item 1A of our ~~2019 Annual Report on Form 10-K. Except for the updates below, there have been no material changes from the risk factors disclosed in our 2019~~2020 Annual Report on Form 10-K.

The recent COVID-19 pandemic and related economic repercussions have had, and are expected to continue to have, a significant impact on our business, and depending on the duration of the pandemic and its effect on the oil and natural gas industry, could have a material adverse effect on our business, liquidity, consolidated results of operations and consolidated financial condition.

~~The COVID-19 pandemic and associated volatility in the oil and natural gas markets has caused us to incur additional risk.~~During the first half of 2020, the COVID-19 pandemic and associated actions taken around the world to mitigate the spread of COVID-19, including unprecedented governmental actions ordering citizens in the United States and countries around the world, including those in which we operate, to “shelter in place,” and issuing “stay at home orders,” caused a significant decline in economic activity and oil demand. At the same time, the OPEC+ oil producing nations increased production in an effort to grow market share, which further exacerbated the imbalance between supply and demand. The combination of these shocks in both supply and demand caused a significant decline in oil prices during the first quarter of 2020. In response to the low level of oil prices in the second quarter of 2020, the OPEC+ oil producing nations agreed to a significant cut in oil production and North American exploration and production companies significantly reduced supply by shutting in producing wells and significantly decreasing drilling and completion activities. Although oil demand and prices have increased from the lows reached at the beginning of the second quarter, they remain at levels that are uneconomic for many exploration and production companies. This has driven further declines in the global rig count and North America completions activities.

These events have directly affected our business and have compounded the impact from many of the risks described in our Form 10-K for the year ended December 31, 2019, including those relating to our customers’ capital spending and trends in oil and natural gas prices. Demand for our products and services has declined and is expected to remain depressed as our customers continue to revise their capital budgets downwards and swiftly adjust their operations in response to lower commodity prices. In addition, we are facing, and expect to continue to face, logistical challenges including border closures, travel restrictions and an inability to commute to certain facilities and job sites, as we provide services and products to our customers. We are also experiencing inefficiencies surrounding stay-at-home orders and~~remote work arrangements.~~

Given the nature and significance of the events described above, we are not able to enumerate all potential risks to our business; however, we believe that in addition to the impacts described above, other current and potential impacts of these recent events include, but are not limited to:

•~~disruption to our supply chain for raw materials essential to our business, including restrictions on importing and exporting products;~~

•~~notices from customers, suppliers and other third parties arguing that their non-performance under our contracts with them is permitted as a result of force majeure or other reasons;~~

•~~customers may also seek to delay payments, may default on payment obligations and/or seek bankruptcy protection that could delay or prevent collections of certain accounts receivable;~~

•~~liquidity challenges, including impacts related to delayed customer payments and payment defaults associated with customer liquidity issues and bankruptcies;~~

•~~a credit rating downgrade of our corporate debt and higher borrowing costs in the future;~~

•cybersecurity issues, as digital technologies may become more vulnerable and experience a higher rate of and increased sophistication in cyberattacks in the current environment of remote connectivity, which could disrupt our operations or result in the loss or exposure of confidential or sensitive customer, employee or company information and adversely affect our business, financial condition and results of operations;

•~~litigation risk and possible loss contingencies related to COVID-19 and its impact, including with respect to commercial contracts, employee matters and insurance arrangements;~~

•~~reduction of our global workforce to adjust to market conditions, including severance payments, retention issues, and an inability to hire employees when market conditions improve;~~

•~~costs associated with rationalization of our portfolio of real estate facilities, including possible exit of leases and facility closures to align with expected activity and workforce capacity;~~

•additional asset impairments, including an impairment of the carrying value of our intangible assets, property and equipment, along with other accounting charges as demand for our services and products decreases;

•~~infections and quarantining of our employees and the personnel of our customers, suppliers and other third parties in areas in which we operate;~~

•changes in the regulation of the production of hydrocarbons, such as the imposition of limitations on the production of oil and natural gas by states or other jurisdictions, that may result in additional limits on demand for our products and services;

•~~actions undertaken by national, regional and local governments and health officials to contain the virus or treat its effects; and~~

•a structural shift in the global economy and its demand for oil and natural gas as a result of changes in the way people work, travel and interact, or in connection with a global recession or depression.

Given the dynamic nature of these events, we cannot reasonably estimate the period of time that the COVID-19 pandemic and related market conditions will persist, the full extent of the impact they will have on our business, financial condition, results of operations or cash flows or the pace or extent of any subsequent recovery. This year has been, and we anticipate that it will continue to be, a challenging year for us, as our customers continue to reduce their capital budgets. Therefore, we expect our activity levels will continue to be substantially below previous year levels, coupled with downward pressure on the price of our products and services, and corresponding reductions in revenue and operating margins.

The confluence of events described above have had, and are expected to continue to have, a significant impact on our business, and depending on the duration of the pandemic and its effect on the oil and natural gas industry, could have, a material adverse effect on our business, liquidity, consolidated results of operations and consolidated financial condition. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Market Conditions.”

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In November 2021, our board of directors approved a program for the repurchase of outstanding shares of our common stock with an aggregate purchase amount of up to $10 million.

Following is a summary of our repurchases of our common stock during the three months ended September 30, ~~2020.~~2021.

Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plan or programs Maximum value of shares that may yet be purchased under the plan or program
(in thousands)
July 1, 2020 - July 31, 2020 916 $ 2.25 — $ —
August 1, 2020 - August 31, 2020 — $ — — $ —
September 1, 2020 - September 30, 2020 — $ — — $ —
Total 916 $ — —


Period	Total number of shares purchased (a)	Average price paid per share		Total number of shares purchased as part of publicly announced plan or programs	Maximum value of shares that may yet be purchased under the plan or program (in thousands)
July 1, 2021 - July 31, 2021	45	$	24.25	—	$	—
August 1, 2021 - August 31, 2021	—	$	—	—	$	—
September 1, 2021 - September 30, 2021	—	$	—	—	$	—
Total	45	$	24.25	—

(a) All of the 45 shares purchased during the three months ended September 30, 2021 were acquired from employees in connection with the settlement of income tax and related benefit withholding obligations arising from the vesting of restricted stock grants. These shares were not part of a publicly announced program to purchase common stock.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits


Exhibit
Number		DESCRIPTION

4.1*	—	Indenture, dated as of August 4, 2020, among the Company, the subsidiary guarantors party thereto and the Trustee and Collateral Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on August 5, 2020).

4.2*	—	Ninth Supplemental Indenture, dated as of August 4, 2020, among the Company, the subsidiary guarantors party thereto and the Trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K, filed on August 5, 2020).

10.1*10.1	—	Credit Agreement Amendment, dated as of ~~August 4, 2020,~~September 8, 2021, among the Company, as borrower, the other borrowers ~~and~~party thereto, the guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on ~~August 5, 2020).~~

10.2*	—	Registration Rights Agreement, dated as of August 4, 2020, among the Company and holders of the 2025 Notes party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 5, 2020).

10.3*	—	Rights Plan Amendment, dated as of August 4, 2020, among the Company and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on August 5, 2020).

~~10.4**#~~	—	~~Form of~~ ~~Form of Performance Restricted Stock Unit Agreement (Employees and Consultants).~~ ~~Restricted Stock Unit Agreement (Employees and Consultants).~~

~~10.5**#~~	—	~~Form of Special Performance Restricted Stock Unit Agreement (Employees and Consultants)~~September 8, 2021).

22.1**	—	Subsidiary guarantors of the Company's ~~Unsecured Notes due 2021 and~~ Convertible Secured Notes due 2025.

31.1**	—	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**	—	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**	—	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**	—	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**	—	Inline XBRL Instance Document

101.SCH**	—	Inline XBRL Taxonomy Extension Schema Document.

101.CAL**	—	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB**	—	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE**	—	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF**	—	Inline XBRL Taxonomy Extension Definition Linkbase Document.

104**	—	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Previously filed.

**Filed herewith.

~~#Identifies management contracts and compensatory plans or arrangements.~~

3631

SIGNATURES

As required by Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has authorized this report to be signed on its behalf by the undersigned authorized individuals.

FORUM ENERGY TECHNOLOGIES, INC.

Date:

November ~~6, 2020~~5, 2021

By:

/s/ D. Lyle Williams, Jr.

D. Lyle Williams, Jr.

Executive Vice President and Chief Financial Officer

(As Duly Authorized Officer and Principal Financial Officer)

By:

/s/ John McElroy

John McElroy

~~Corporate Controller~~Vice President and ~~Principal~~Chief Accounting Officer

(As Duly Authorized Officer and Principal Accounting Officer)

3732


PART I - FINANCIAL INFORMATION			3
Item 1. Financial Statements (Unaudited)			3
Condensed consolidated statements of comprehensive loss			3
Condensed consolidated balance sheets			4
Condensed consolidated statements of cash flows			5
Condensed consolidated statements of changes in stockholders’ equity			6
Notes to condensed consolidated financial statements			8
Item 2. Management's discussion and analysis of financial condition and results of operations			1917
Item 3. Quantitative and qualitative disclosures about market risk			3129
Item 4. Controls and procedures			3130
PART II - OTHER INFORMATION			3230
Item 1. Legal proceedings			3330
Item 1A. Risk factors			3330
Item 2. Unregistered sales of equity securities and use of proceeds			3430
Item 3. Defaults Upon Senior Securities			3431
Item 4. Mine Safety Disclosures			3431
Item 5. Other Information			3531
Item 6. Exhibits			3631
SIGNATURES			3732


	September 30, 2020		December 31, 2019
2021 Notes	$	12,655	$	400,000
2025 Notes	315,489		0
Unamortized debt premium (discount)	(31,856)		770
Debt issuance cost	(7,588)		(3,232)
Senior secured revolving credit facility	0		0
Other debt	2,614		2,041
Total debt	291,314		399,579
Less: current maturities	(1,295)		(717)
Long-term debt	$	290,019	$	398,862


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plan or programs	Maximum value of shares that may yet be purchased under the plan or program (in thousands)
July 1, 2020 - July 31, 2020	916	$	2.25	—	$	—
August 1, 2020 - August 31, 2020	—	$	—	—	$	—
September 1, 2020 - September 30, 2020	—	$	—	—	$	—
Total	916	$	—	—