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FORUM ENERGY TECHNOLOGIES, INC. - Quarter Report: 2014 June (Form 10-Q)

Table of Contents
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 10-Q
___________________________________

þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the Quarterly Period Ended June 30, 2014
OR
o
 
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)
 
 

920 Memorial City Way, Suite 1000
Houston, Texas 77024
(Address of principal executive offices)
(281) 949-2500
(Registrant’s telephone number, including area code)
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
 
Accelerated filer o
 
Non-accelerated filer o
 
Smaller reporting company o
 
 
 
 
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of July 25, 2014, there were 93,853,381 common shares outstanding.


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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements
Forum Energy Technologies, Inc. and subsidiaries
Condensed consolidated statements of operations and comprehensive income
(Unaudited)
  
Three Months Ended June 30,
 
Six Months Ended June 30,
(in thousands, except per share information)
2014
 
2013
 
2014
 
2013
Net sales
$
428,279

 
$
367,887

 
$
832,217

 
$
740,886

Cost of sales
290,286

 
253,404

 
566,286

 
511,597

Gross profit
137,993

 
114,483

 
265,931

 
229,289

Operating expenses
 
 
 
 
 
 
 
Selling, general and administrative expenses
77,731

 
65,654

 
148,771

 
131,103

Transaction expenses
682

 
1,806

 
810

 
1,815

Loss (gain) on sale of assets and other
(284
)
 
(115
)
 
405

 
20

Total operating expenses
78,129

 
67,345

 
149,986

 
132,938

Earnings from equity investment
5,940

 

 
11,248

 

Operating income
65,804

 
47,138

 
127,193

 
96,351

Other expense (income)
 
 
 
 
 
 
 
Interest expense
7,725

 
3,111

 
15,475

 
6,474

Foreign exchange (gains) losses and other, net
3,129

 
1,019

 
4,606

 
(448
)
Total other expense
10,854

 
4,130

 
20,081

 
6,026

Income before income taxes
54,950

 
43,008

 
107,112

 
90,325

Provision for income tax expense
15,407

 
13,068

 
31,063

 
28,447

Net income
39,543

 
29,940

 
76,049

 
61,878

Less: Income attributable to noncontrolling interest
21

 
21

 
(3
)
 
19

Net income attributable to common stockholders
39,522

 
29,919

 
76,052

 
61,859

 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
92,649

 
91,032

 
92,391

 
89,790

Diluted
95,695

 
94,606

 
95,363

 
94,501

Earnings per share
 
 
 
 
 
 
 
Basic
$
0.43

 
$
0.33

 
$
0.82

 
$
0.69

Diluted
$
0.41

 
$
0.32

 
$
0.80

 
$
0.65

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
Net income
39,543

 
29,940

 
76,049

 
61,878

Change in foreign currency translation, net of tax of $0
11,690

 
(2,154
)
 
12,720

 
(24,903
)
Gain on pension liability

 

 
2

 

Comprehensive income
51,233

 
27,786

 
88,771

 
36,975

Less: comprehensive loss (income) attributable to noncontrolling interests
(15
)
 
20

 
12

 
82

Comprehensive income attributable to common stockholders
$
51,218

 
$
27,806

 
$
88,783

 
$
37,057

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


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Forum Energy Technologies, Inc. and subsidiaries
Condensed consolidated balance sheets
(Unaudited)
(in thousands, except share information)
June 30,
2014
 
December 31,
2013
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
32,642

 
$
39,582

Accounts receivable—trade, net
276,604

 
250,272

Inventories
458,004

 
441,049

Prepaid expenses and other current assets
21,730

 
29,707

Costs and estimated profits in excess of billings
34,656

 
24,012

Deferred income taxes, net
26,316

 
24,846

Total current assets
849,952

 
809,468

Property and equipment, net of accumulated depreciation
188,080

 
180,292

Deferred financing costs, net
14,385

 
15,658

Intangibles
295,710

 
295,352

Goodwill
824,400

 
802,318

Investment in unconsolidated subsidiary
58,121

 
60,292

Other long-term assets
4,696

 
5,489

Total assets
$
2,235,344

 
$
2,168,869

Liabilities and equity
 
 
 
Current liabilities
 
 
 
Current portion of long-term debt
$
914

 
$
998

Accounts payable—trade
129,639

 
100,221

Accrued liabilities
82,444

 
96,529

Deferred revenue
12,850

 
15,837

Billings in excess of costs and profits recognized
14,642

 
6,398

Total current liabilities
240,489

 
219,983

Long-term debt, net of current portion
436,650

 
512,077

Deferred income taxes, net
105,998

 
97,774

Other long-term liabilities
12,015

 
8,069

Total liabilities
795,152

 
837,903

Commitments and contingencies

 


Equity
 
 
 
Common stock, $0.01 par value, 296,000,000 shares authorized, 93,883,314 and 92,803,389 shares issued
938

 
928

Additional paid-in capital
847,996

 
826,064

Treasury stock at cost, 3,615,194 and 3,585,098 shares
(31,130
)
 
(30,249
)
Warrants
82

 
687

Retained earnings
601,192

 
525,140

Accumulated other comprehensive income
20,515

 
7,785

Total stockholders’ equity
1,439,593

 
1,330,355

Noncontrolling interest in subsidiary
599

 
611

Total equity
1,440,192

 
1,330,966

Total liabilities and equity
$
2,235,344

 
$
2,168,869

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

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Forum Energy Technologies, Inc. and subsidiaries
Condensed consolidated statements of cash flows
(Unaudited)
  
Six Months Ended June 30,
(in thousands, except share information)
2014
 
2013
Cash flows from operating activities
 
 
 
Net income
$
76,049

 
$
61,878

Adjustments to reconcile net income to net cash provided by operating activities
 
 
 
Depreciation expense
18,650

 
17,191

Amortization of intangible assets
13,678

 
11,060

Share-based compensation expense
9,414

 
8,173

Deferred income taxes
6,307

 
3,153

Earnings from equity investment, net of distributions
2,171

 

Other
2,337

 
907

Changes in operating assets and liabilities
 
 
 
Accounts receivable—trade
(24,780
)
 
(20,325
)
Inventories
(11,695
)
 
23,905

Prepaid expenses and other current assets
10,971

 
(2,840
)
Accounts payable, deferred revenue and other accrued liabilities
11,924

 
(8,362
)
Costs and estimated profits in excess of billings, net
(1,943
)
 
(5,285
)
Net cash provided by operating activities
$
113,083

 
$
89,455

Cash flows from investing activities
 
 
 
Acquisition of businesses, net of cash acquired
(37,682
)
 
(2,611
)
Capital expenditures for property and equipment
(28,718
)
 
(30,065
)
Proceeds from sale of business, property and equipment
8,596

 
382

Net cash used in investing activities
$
(57,804
)
 
$
(32,294
)
Cash flows from financing activities
 
 
 
Borrowings under Credit Facility

 
177,923

Repayment of long-term debt
(75,511
)
 
(68,083
)
Payment of contingent consideration

 
(11,435
)
Excess tax benefits from stock based compensation
5,179

 
2,791

Repurchases of stock
(881
)
 
(531
)
Proceeds from stock issuance
6,746

 
3,314

Deferred financing costs
(5
)
 
(13
)
Net cash provided by (used in) financing activities
$
(64,472
)
 
$
103,966

Effect of exchange rate changes on cash
2,253

 
(2,710
)
Net increase (decrease) in cash and cash equivalents
(6,940
)
 
158,417

Cash and cash equivalents
 
 
 
Beginning of period
39,582

 
41,063

End of period
$
32,642

 
$
199,480

Noncash investing and financing activities
 
 
 
Payment of contingent consideration via stock
$

 
$
4,075

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
(Unaudited)
1. Organization and basis of presentation
Forum Energy Technologies, Inc. (the "Company"), a Delaware corporation, is a global oilfield products company, serving the subsea, drilling, completion, production and infrastructure sectors of the oil and natural gas industry. The Company designs, manufactures and distributes products and engages in aftermarket services, parts supply and related services that complement the Company’s product offering.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements of the Company include the accounts of the Company and its subsidiaries. All significant intercompany transactions have been eliminated in consolidation.
The Company's investment in an operating entity where the Company has the ability to exert significant influence, but does not control operating and financial policies, is accounted for using the equity method. The Company's share of the net income of this entity is recorded as "Earnings from equity investment" in the condensed consolidated statements of operations and comprehensive income. The investment in this entity is included in "Investment in unconsolidated subsidiary" in the condensed consolidated balance sheets. The Company reports its share of equity earnings within operating income as the investee's operations are integral to the operations of the Company.
In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company's financial position, results of operations and cash flows have been included. Operating results for the six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014 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, 2013, which are included in the Company’s 2013 Annual Report on Form 10-K filed with the SEC on February 28, 2014 (the "Annual Report").
2. Recent accounting pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB"), which are adopted by the Company 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 the Company’s consolidated financial statements upon adoption.
In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606). The new standard is effective for reporting periods beginning after December 15, 2016 and early adoption is not permitted. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The new standard will be effective January 1, 2017 and the Company is currently evaluating the impacts of adoption and the implementation approach to be used.
In April 2014, the FASB issued ASU 2014-08 — Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The ASU raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The guidance is effective for the Company for the fiscal year beginning January 1, 2015, and is not expected to have a material impact on the consolidated financial statements.

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Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

3. Acquisitions and investment in joint venture
2014 Acquisition
Effective May 1, 2014, the Company completed the acquisition of Quality Wireline & Cable, Inc. ("Quality") for consideration of $38.3 million. Quality is a Calgary, Alberta based manufacturer of high-performance cased-hole electro-mechanical wireline cables and specialty cables for the oil and gas industry. Quality is included in the Drilling & Subsea segment. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of the acquisition (in thousands):
 
 
2014 Acquisition
Current assets, net of cash acquired
 
$
7,463

Property and equipment
 
3,837

Intangible assets (primarily customer relationships)
 
13,335

Non-tax-deductible goodwill
 
19,007

Current liabilities
 
(1,914
)
Deferred tax liabilities
 
(3,467
)
Net assets acquired
 
$
38,261

2013 Acquisitions
Effective July 1, 2013, the Company completed the following two acquisitions for aggregate consideration of approximately $180.0 million:
Blohm + Voss Oil Tools GmbH and related entities ("B+V"), a manufacturer of pipe handling equipment used on offshore and onshore drilling rigs with locations in Hamburg, Germany and Willis, Texas. B+V is included in the Drilling & Subsea segment; and
Moffat 2000 Ltd. ("Moffat"), a Newcastle, England based manufacturer of subsea pipeline inspection gauge launching and receiving systems, and subsea connectors. Moffat is included in the Drilling & Subsea segment.
The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of the acquisition (in thousands):
 
 
2013 Acquisitions
Current assets, net of cash acquired
 
$
60,669

Property and equipment
 
4,545

Intangible assets (primarily customer relationships)
 
59,242

Non-tax-deductible goodwill
 
100,257

Current liabilities
 
(17,619
)
Long-term liabilities
 
(7,879
)
Deferred tax liabilities
 
(20,108
)
Net assets acquired
 
$
179,107

Revenues and net income related to the acquisitions were not significant for the year ended December 31, 2013. Pro forma results of operations for the 2014 and 2013 acquisitions have not been presented because the effects were not material to the consolidated financial statements on either an individual or aggregate basis.
Effective July 1, 2013, the Company jointly purchased Global Tubing, LLC ("Global Tubing") with an equal partner, with management retaining a small interest. Global Tubing is a Dayton, Texas based provider of coiled tubing strings and related services. The Company's equity investment is reported in the Production & Infrastructure segment and is accounted for using the equity method of accounting. As Global Tubing's products are complementary to the Company’s w

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Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

ell intervention and stimulation products and the investment's business is integral to the Company's operations, the earnings from the equity investment are included within operating income. 
4. Inventories
The Company's significant components of inventory at June 30, 2014 and December 31, 2013 were as follows (in thousands):
 
June 30,
2014
 
December 31,
2013
Raw materials and parts
$
138,949

 
$
139,573

Work in process
53,160

 
51,819

Finished goods
295,898

 
276,076

Gross inventories
488,007

 
467,468

Inventory reserve
(30,003
)
 
(26,419
)
Inventories
$
458,004

 
$
441,049

5. Goodwill and intangible assets
Goodwill
The changes in the carrying amount of goodwill from January 1, 2014 to June 30, 2014, were as follows (in thousands):
 
Drilling & Subsea
 
Production & Infrastructure
 
Total
Goodwill Balance at January 1, 2014 net
$
723,355

 
$
78,963

 
$
802,318

Acquisitions and divestitures
15,352

 

 
15,352

Impact of non-U.S. local currency translation
6,749

 
(19
)
 
6,730

Goodwill Balance at June 30, 2014 net
$
745,456

 
$
78,944

 
$
824,400


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Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

Intangible assets
Intangible assets consisted of the following as of June 30, 2014 and December 31, 2013, respectively (in thousands):
  
June 30, 2014
 
Gross carrying
amount
 
Accumulated
amortization
 
Net amortizable
intangibles
 
Amortization
period (in years)
Customer relationships
$
295,665

 
$
(78,429
)
 
$
217,236

 
4-15
Patents and technology
32,403

 
(7,234
)
 
25,169

 
5-17
Non-compete agreements
7,323

 
(5,322
)
 
2,001

 
3-6
Trade names
49,822

 
(13,994
)
 
35,828

 
10-15
Distributor relationships
22,160

 
(11,914
)
 
10,246

 
8-15
Trademark
5,230

 

 
5,230

 
Indefinite
Intangible Assets Total
$
412,603

 
$
(116,893
)
 
$
295,710

 
 

  
December 31, 2013
 
Gross carrying
amount
 
Accumulated
amortization
 
Net amortizable
intangibles
 
Amortization
period (in years)
Customer relationships
$
283,171

 
$
(67,435
)
 
$
215,736

 
4-15
Patents and technology
33,843

 
(6,510
)
 
27,333

 
5-17
Non-compete agreements
6,577

 
(5,108
)
 
1,469

 
3-6
Trade names
46,654

 
(11,948
)
 
34,706

 
10-15
Distributor relationships
22,160

 
(11,282
)
 
10,878

 
8-15
Trademark
5,230

 

 
5,230

 
Indefinite
Intangible Assets Total
$
397,635

 
$
(102,283
)
 
$
295,352

 
 
6. Debt
Notes payable and lines of credit as of June 30, 2014 and December 31, 2013 consisted of the following (in thousands): 
 
June 30,
2014
 
December 31,
2013
6.25% Senior Notes due October 2021
$
403,005

 
$
403,208

Senior secured revolving credit line
33,004

 
108,000

Other debt
1,555

 
1,867

Total debt
437,564

 
513,075

Less: current maturities
(914
)
 
(998
)
Long-term debt
$
436,650

 
$
512,077

Senior Notes Due 2021
The Senior Notes bear interest at a rate of 6.250% per annum, payable on April 1 and October 1 of each year, and mature on October 1, 2021. The Senior Notes are senior unsecured obligations, and are guaranteed on a senior unsecured basis by the Company’s subsidiaries that guarantee the Credit Facility and rank junior to, among other indebtedness, the Credit Facility to the extent of the value of the collateral securing the Credit Facility.
Credit Facility
The Company has a Credit Facility with several financial institutions as lenders that provides for a $600.0 million revolving credit facility with up to $75.0 million available for letters of credit and up to $25.0 million in swingline loans. Subject to terms of the Credit Facility, the Company has the ability to increase the revolving Credit Facility by an

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Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

additional $300.0 million. The Credit Facility matures in November 2018. Weighted average interest rates under the Credit Facility at June 30, 2014 and December 31, 2013 were 2.16% and 2.17%, respectively.
Availability under the Credit Facility was approximately $552.7 million at June 30, 2014. There have been no changes to the financial covenants disclosed in Item 7 of the Annual Report and the Company was in compliance with all financial covenants at June 30, 2014.
7. Income taxes
The Company's effective tax rate was 29.0% for the six months ended June 30, 2014 and 31.5% for the six months ended June 30, 2013. The tax provision is lower than the comparable period in 2013 primarily due to a higher proportion of our earnings being generated outside the United States in jurisdictions subject to lower tax rates and benefits received from certain tax incentives. The effective tax rate can vary from period to period depending on the Company's relative mix of U.S. and non-U.S. earnings. The effective tax rate was 28.0% for the three months ended June 30, 2014 and 30.4% for the three months ended June 30, 2013. The tax provision for the three months ended June 30, 2014 is lower than the comparable period in 2013 primarily due to benefits received from certain tax incentives.
8. Fair value measurements
At June 30, 2014, the carrying value of the Credit Facility was $33.0 million. Substantially all of the debt 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 the Company’s Senior Notes is estimated using Level 2 inputs in the fair value hierarchy and is based on quoted prices for those or similar instruments. At June 30, 2014, the fair value and the carrying value of the Company’s Senior Notes approximated $430.2 million and $403.0 million, respectively. At December 31, 2013, the fair value and the carrying value of the Company’s Senior Notes approximated $419.3 million and $403.2 million, respectively.
There were no outstanding financial assets as of June 30, 2014 and December 31, 2013 that required measuring the amounts at fair value. The Company did not change its valuation techniques associated with recurring fair value measurements from prior periods and there were no transfers between levels of the fair value hierarchy during the six months ended June 30, 2014.

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Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

9. Business segments
The Company’s operations are divided into the following two operating segments, which are our reportable segments: Drilling & Subsea ("D&S") and Production & Infrastructure ("P&I"). 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 June 30,
 
Six months ended June 30,
 
2014
 
2013
 
2014
 
2013
Revenue:
 
 
 
 
 
 
 
Drilling & Subsea
$
279,251

 
$
209,198

 
$
541,020

 
$
431,137

Production & Infrastructure
149,369

 
158,905

 
291,944

 
310,115

Intersegment eliminations
(341
)
 
(216
)
 
(747
)
 
(366
)
Total Revenue
$
428,279

 
$
367,887

 
$
832,217

 
$
740,886

 
 
 
 
 
 
 
 
Operating income:
 
 
 
 
 
 
 
Drilling & Subsea
$
50,336

 
$
32,906

 
$
97,401

 
$
68,062

Production & Infrastructure
26,562

 
22,824

 
50,444

 
44,198

Corporate
(10,696
)
 
(6,901
)
 
(19,437
)
 
(14,074
)
Total segment operating income
66,202

 
48,829

 
128,408

 
98,186

Transaction expenses
682

 
1,806

 
810

 
1,815

Loss (gain) on sale of assets and other
(284
)
 
(115
)
 
405

 
20

Income from operations
$
65,804

 
$
47,138

 
$
127,193

 
$
96,351

A summary of consolidated assets by reportable segment is as follows (in thousands):
 
 
June 30,
2014
 
December 31,
2013
Assets
 
 
 
 
Drilling & Subsea
 
$
1,693,929

 
$
1,655,355

Production & Infrastructure
 
482,245

 
468,520

Corporate
 
59,170

 
44,994

Total assets
 
$
2,235,344

 
$
2,168,869


10. Earnings 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 June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Net Income attributable to common stockholders
$
39,522

 
$
29,919

 
$
76,052

 
$
61,859

 
 
 
 
 
 
 
 
Average shares outstanding (basic)
92,649

 
91,032

 
92,391

 
89,790

Common stock equivalents
3,046

 
3,574

 
2,972

 
4,711

Diluted shares
95,695

 
94,606

 
95,363

 
94,501

Earnings per share
 
 
 
 
 
 
 
Basic earnings per share
$
0.43

 
$
0.33

 
$
0.82

 
$
0.69

Diluted earnings per share
$
0.41

 
$
0.32

 
$
0.80

 
$
0.65


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Table of Contents
Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

The diluted earnings per share calculation excludes approximately 0.4 million and 0.3 million stock options for the three months ended June 30, 2014 and 2013 respectively, and 0.5 million and 0.2 million stock options for the six months ended June 30, 2014 and 2013, respectively, because they were anti-dilutive as the option exercise price was greater than the average market price of the common stock.
11. Commitments and contingencies
In the ordinary course of business, the Company is, and in the future could be, involved in various pending or threatened legal actions, that may or may not be covered by insurance. Management has reviewed such pending judicial and legal proceedings, the reasonably anticipated costs and expenses in connection with such proceedings, and the availability and limits of insurance coverage, and has established reserves that are believed to be appropriate in light of those outcomes that are considered to be probable and can be reasonably estimated. The reserves accrued at June 30, 2014 and December 31, 2013, respectively, are immaterial. It is management's opinion that 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.
12. Stockholders' equity
Share-based compensation
During the six months ended June 30, 2014, the Company granted 368,054 options and 733,777 shares of restricted stock or restricted stock units, which includes 115,610 performance share awards with a market condition. The stock options were granted on February 21, 2014 with an exercise price of $26.96. Of the restricted stock or restricted stock units granted, 576,434 vest ratably over four years on each anniversary of the grant date. 41,733 shares of restricted stock or restricted stock units were granted to the non-employee members of the Board of Directors, which have a twelve month vesting period from the date of grant. The performance share awards granted may settle for between zero and two shares of the Company's common stock. The number of shares issued pursuant to the performance share awards will be determined based on the total shareholder return of the Company's common stock as compared to a group of peer companies, measured annually over a three-year performance period.
13. Related party transactions
The Company entered into lease agreements for office and warehouse space with former owners of acquired companies or affiliates of a director. The Company has sold and purchased inventory, services and fixed assets to and from various affiliates of certain directors. The dollar amounts related to these related party activities are not significant to the Company’s condensed consolidated financial statements.

12

Table of Contents
Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

14. Condensed consolidating financial statements
The Senior 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 and on an unsecured basis.
Condensed consolidating statements of operations and comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2014
 
 
FET (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
(in thousands)
 
 
 
 
Net sales
 
$

 
$
312,663

 
$
154,761

 
$
(39,145
)
 
$
428,279

Cost of sales
 

 
221,119

 
108,861

 
(39,694
)
 
290,286

Gross profit
 

 
91,544

 
45,900

 
549

 
137,993

Operating expenses
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 

 
59,536

 
18,195

 

 
77,731

Other operating expense
 

 
512

 
(114
)
 

 
398

Total operating expenses
 

 
60,048

 
18,081

 

 
78,129

Earnings from equity investment
 

 
5,940

 

 

 
5,940

Equity earnings from affiliate, net of tax
 
44,571

 
19,805

 

 
(64,376
)
 

Operating income
 
44,571

 
57,241

 
27,819

 
(63,827
)
 
65,804

Other expense (income)
 
 
 
 
 
 
 
 
 
 
Interest expense (income)
 
7,768

 
(7
)
 
(36
)
 

 
7,725

Interest income with affiliate
 

 
(1,933
)
 

 
1,933

 

Interest expense with affiliate
 

 

 
1,933

 
(1,933
)
 

Foreign exchange (gains) losses and other, net
 

 
676

 
2,453

 

 
3,129

Total other expense (income)
 
7,768

 
(1,264
)
 
4,350

 

 
10,854

Income before income taxes
 
36,803

 
58,505

 
23,469

 
(63,827
)
 
54,950

Provision for income tax expense
 
(2,719
)
 
13,934

 
4,192

 

 
15,407

Net income
 
39,522

 
44,571

 
19,277

 
(63,827
)
 
39,543

Less: Income attributable to noncontrolling interest
 

 

 
21

 

 
21

Net income attributable to common stockholders
 
39,522

 
44,571

 
19,256

 
(63,827
)
 
39,522

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
Net income
 
39,522

 
44,571

 
19,277

 
(63,827
)
 
39,543

Change in foreign currency translation, net of tax of $0
 
11,690

 
11,690

 
11,690

 
(23,380
)
 
11,690

Comprehensive income
 
51,212

 
56,261

 
30,967

 
(87,207
)
 
51,233

Less: comprehensive (income) loss attributable to noncontrolling interests
 

 

 
(15
)
 

 
(15
)
Comprehensive income attributable to common stockholders
 
$
51,212

 
$
56,261

 
$
30,952

 
$
(87,207
)
 
$
51,218



13

Table of Contents
Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

Condensed consolidating statements of operations and comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended June 30, 2013
 
 
FET (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
(in thousands)
 
 
 
 
Net sales
 
$

 
$
284,334

 
$
109,960

 
$
(26,407
)
 
$
367,887

Cost of sales
 

 
199,759

 
80,575

 
(26,930
)
 
253,404

Gross profit
 

 
84,575

 
29,385

 
523

 
114,483

Operating expenses
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 

 
52,616

 
13,038

 

 
65,654

Other operating expense
 

 
1,665

 
26

 

 
1,691

Total operating expenses
 

 
54,281

 
13,064

 

 
67,345

Equity earnings from affiliates, net of tax
 
31,950

 
13,389

 

 
(45,339
)
 

Operating income
 
31,950

 
43,683

 
16,321

 
(44,816
)
 
47,138

Other expense (income)
 
 
 
 
 
 
 
 
 
 
Interest expense (income)
 
3,124

 

 
(13
)
 

 
3,111

Foreign exchange (gains) losses and other, net
 

 
15

 
1,004

 

 
1,019

Total other expense (income)
 
3,124

 
15

 
991

 

 
4,130

Income before income taxes
 
28,826

 
43,668

 
15,330

 
(44,816
)
 
43,008

Provision for income tax expense
 
(1,093
)
 
11,718

 
2,443

 

 
13,068

Net income
 
29,919

 
31,950

 
12,887

 
(44,816
)
 
29,940

Less: Income attributable to noncontrolling interest
 

 

 
21

 

 
21

Net income attributable to common stockholders
 
29,919

 
31,950

 
12,866

 
(44,816
)
 
29,919

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
Net income
 
29,919

 
31,950

 
12,887

 
(44,816
)
 
29,940

Change in foreign currency translation, net of tax of $0
 
(2,154
)
 
(2,154
)
 
(2,154
)
 
4,308

 
(2,154
)
Comprehensive income
 
27,765

 
29,796

 
10,733

 
(40,508
)
 
27,786

Less: comprehensive (income) loss attributable to noncontrolling interests
 

 

 
20

 

 
20

Comprehensive income attributable to common stockholders
 
$
27,765

 
$
29,796

 
$
10,753

 
$
(40,508
)
 
$
27,806


14

Table of Contents
Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

Condensed consolidating statements of operations and comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2014
 
 
FET (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
(in thousands)
 
 
 
 
Net sales
 
$

 
$
610,695

 
$
300,591

 
$
(79,069
)
 
$
832,217

Cost of sales
 

 
428,088

 
214,846

 
(76,648
)
 
566,286

Gross profit
 

 
182,607

 
85,745

 
(2,421
)
 
265,931

Operating expenses
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 

 
113,103

 
35,668

 

 
148,771

Other operating expense
 

 
1,546

 
(331
)
 

 
1,215

Total operating expenses
 

 
114,649

 
35,337

 

 
149,986

Earnings from equity investment
 

 
11,248

 

 

 
11,248

Equity earnings from affiliate, net of tax
 
86,139

 
31,640

 

 
(117,779
)
 

Operating income
 
86,139

 
110,846

 
50,408

 
(120,200
)
 
127,193

Other expense (income)
 
 
 
 
 
 
 
 
 
 
Interest expense (income)
 
15,518

 
16

 
(59
)
 

 
15,475

Interest income with affiliate
 

 
(3,883
)
 

 
3,883

 

Interest expense with affiliate
 

 

 
3,883

 
(3,883
)
 

Foreign exchange (gains) losses and other, net
 

 
1,018

 
3,588

 

 
4,606

Total other expense (income)
 
15,518

 
(2,849
)
 
7,412

 

 
20,081

Income before income taxes
 
70,621

 
113,695

 
42,996

 
(120,200
)
 
107,112

Provision for income tax expense
 
(5,431
)
 
27,556

 
8,938

 

 
31,063

Net income
 
76,052

 
86,139

 
34,058

 
(120,200
)
 
76,049

Less: Income attributable to noncontrolling interest
 

 

 
(3
)
 

 
(3
)
Net income attributable to common stockholders
 
76,052

 
86,139

 
34,061

 
(120,200
)
 
76,052

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
Net income
 
76,052

 
86,139

 
34,058

 
(120,200
)
 
76,049

Change in foreign currency translation, net of tax of $0
 
12,720

 
12,720

 
12,720

 
(25,440
)
 
12,720

Change in pension liability
 
2

 
2

 
2

 
(4
)
 
2

Comprehensive income
 
88,774

 
98,861

 
46,780

 
(145,644
)
 
88,771

Less: comprehensive (income) loss attributable to noncontrolling interests
 

 

 
12

 

 
12

Comprehensive income attributable to common stockholders
 
$
88,774

 
$
98,861

 
$
46,792

 
$
(145,644
)
 
$
88,783


15

Table of Contents
Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

Condensed consolidating statements of operations and comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2013
 
 
FET (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
(in thousands)
 
 
 
 
Net sales
 
$

 
$
565,009

 
$
226,432

 
$
(50,555
)
 
$
740,886

Cost of sales
 

 
395,149

 
166,072

 
(49,624
)
 
511,597

Gross profit
 

 
169,860

 
60,360

 
(931
)
 
229,289

Operating expenses
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 

 
104,999

 
26,104

 

 
131,103

Other operating expense
 

 
1,854

 
(19
)
 

 
1,835

Total operating expenses
 

 
106,853

 
26,085

 

 
132,938

Equity earnings from affiliates, net of tax
 
65,998

 
26,383

 

 
(92,381
)
 

Operating income
 
65,998

 
89,390

 
34,275

 
(93,312
)
 
96,351

Other expense (income)
 
 
 
 
 
 
 
 
 
 
Interest expense
 
6,367

 
71

 
36

 

 
6,474

Foreign exchange (gains) losses and other, net
 

 
(523
)
 
75

 

 
(448
)
Total other expense (income)
 
6,367

 
(452
)
 
111

 

 
6,026

Income before income taxes
 
59,631

 
89,842

 
34,164

 
(93,312
)
 
90,325

Provision for income tax expense
 
(2,228
)
 
23,844

 
6,831

 

 
28,447

Net income
 
61,859

 
65,998

 
27,333

 
(93,312
)
 
61,878

Less: Income attributable to noncontrolling interest
 

 

 
19

 

 
19

Net income attributable to common stockholders
 
61,859

 
65,998

 
27,314

 
(93,312
)
 
61,859

 
 
 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax:
 
 
 
 
 
 
 
 
 
 
Net income
 
61,859

 
65,998

 
27,333

 
(93,312
)
 
61,878

Change in foreign currency translation, net of tax of $0
 
(24,903
)
 
(24,903
)
 
(24,903
)
 
49,806

 
(24,903
)
Comprehensive income
 
36,956

 
41,095

 
2,430

 
(43,506
)
 
36,975

Less: comprehensive (income) loss attributable to noncontrolling interests
 

 

 
82

 

 
82

Comprehensive income attributable to common stockholders
 
$
36,956

 
$
41,095

 
$
2,512

 
$
(43,506
)
 
$
37,057



16

Table of Contents
Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

Condensed consolidating balance sheets
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2014
 
 
FET (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
(in thousands)
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$
10,490

 
$
22,152

 
$

 
$
32,642

Accounts receivable—trade, net
 

 
181,657

 
94,947

 

 
276,604

Inventories
 

 
326,626

 
138,865

 
(7,487
)
 
458,004

Other current assets
 
77

 
42,875

 
39,750

 

 
82,702

Total current assets
 
77

 
561,648

 
295,714

 
(7,487
)
 
849,952

Property and equipment, net of accumulated depreciation
 

 
146,245

 
41,835

 

 
188,080

Intangibles
 

 
209,120

 
86,590

 

 
295,710

Goodwill
 

 
522,898

 
301,502

 

 
824,400

Investment in unconsolidated subsidiary
 

 
58,121

 

 

 
58,121

Investment in affiliates
 
1,283,587

 
498,394

 

 
(1,781,981
)
 

Long-term loans and advances to affiliates
 
577,549

 
97,316

 

 
(674,865
)
 

Other long-term assets
 
14,385

 
3,789

 
907

 

 
19,081

Total assets
 
$
1,875,598

 
$
2,097,531

 
$
726,548

 
$
(2,464,333
)
 
$
2,235,344

Liabilities and equity
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
Accounts payable—trade
 
$

 
$
91,889

 
$
37,750

 
$

 
$
129,639

Accrued liabilities
 

 
54,890

 
27,554

 

 
82,444

Current portion of debt and other current liabilities
 

 
7,599

 
20,807

 

 
28,406

Total current liabilities
 

 
154,378

 
86,111

 

 
240,489

Long-term debt, net of current portion
 
436,005

 
606

 
39

 

 
436,650

Long-term loans and payables to affiliates
 

 
575,381

 
99,484

 
(674,865
)
 

Other long-term liabilities
 

 
83,579

 
34,434

 

 
118,013

Total liabilities
 
436,005

 
813,944

 
220,068

 
(674,865
)
 
795,152

 
 
 
 
 
 
 
 
 
 
 
Total stockholder's equity
 
1,439,593

 
1,283,587

 
505,881

 
(1,789,468
)
 
1,439,593

Noncontrolling interest in subsidiary
 

 

 
599

 

 
599

Equity
 
1,439,593

 
1,283,587

 
506,480

 
(1,789,468
)
 
1,440,192

Total liabilities and equity
 
$
1,875,598

 
$
2,097,531

 
$
726,548

 
$
(2,464,333
)
 
$
2,235,344


17

Table of Contents
Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

Condensed consolidating balance sheets
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 
 
FET (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
(in thousands)
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$

 
$
39,582

 
$

 
$
39,582

Accounts receivable—trade, net
 

 
172,563

 
77,709

 

 
250,272

Inventories
 

 
310,191

 
135,924

 
(5,066
)
 
441,049

Other current assets
 
63

 
41,495

 
37,007

 

 
78,565

Total current assets
 
63

 
524,249

 
290,222

 
(5,066
)
 
809,468

Property and equipment, net of accumulated depreciation
 

 
143,180

 
37,112

 

 
180,292

Intangibles
 

 
220,980

 
74,372

 

 
295,352

Goodwill
 

 
526,083

 
276,235

 

 
802,318

Investment in unconsolidated subsidiary
 

 
60,292

 

 

 
60,292

Investment in affiliates
 
1,209,699

 
454,024

 

 
(1,663,723
)
 

Long-term loans and advances to affiliates
 
623,337

 
97,316

 

 
(720,653
)
 

Other long-term assets
 
15,658

 
4,168

 
1,321

 

 
21,147

Total assets
 
$
1,848,757

 
$
2,030,292

 
$
679,262

 
$
(2,389,442
)
 
$
2,168,869

Liabilities and equity
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
 
Accounts payable—trade
 
$

 
$
69,467

 
$
30,754

 
$

 
$
100,221

Accrued liabilities
 
7,194

 
43,693

 
45,642

 

 
96,529

Current portion of debt and other current liabilities
 

 
9,217

 
14,016

 

 
23,233

Total current liabilities
 
7,194

 
122,377

 
90,412

 

 
219,983

Long-term debt, net of current portion
 
511,208

 
824

 
45

 

 
512,077

Long-term loans and payables to affiliates
 

 
619,778

 
100,875

 
(720,653
)
 

Other long-term liabilities
 

 
77,614

 
28,229

 

 
105,843

Total liabilities
 
518,402

 
820,593

 
219,561

 
(720,653
)
 
837,903

 
 
 
 
 
 
 
 
 
 
 
Total stockholder's equity
 
1,330,355

 
1,209,699

 
459,090

 
(1,668,789
)
 
1,330,355

Noncontrolling interest in subsidiary
 

 

 
611

 

 
611

Equity
 
1,330,355

 
1,209,699

 
459,701

 
(1,668,789
)
 
1,330,966

Total liabilities and equity
 
$
1,848,757

 
$
2,030,292

 
$
679,262

 
$
(2,389,442
)
 
$
2,168,869


18

Table of Contents
Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

Condensed consolidating statements of cash flows
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2014
 
 
FET (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
(in thousands)
 
 
 
 
Cash flows from (used in) operating activities
 
$
(16,013
)
 
$
102,411

 
$
26,685

 
$

 
$
113,083

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
Acquisition of businesses, net of cash acquired
 

 

 
(37,682
)
 

 
(37,682
)
Capital expenditures for property and equipment
 

 
(22,267
)
 
(6,451
)
 

 
(28,718
)
Long-term loans and advances to affiliates
 
85,357

 

 

 
(85,357
)
 

Other
 

 
8,299

 
297

 

 
8,596

Net cash provided by (used in) investing activities
 
$
85,357

 
$
(13,968
)
 
$
(43,836
)
 
$
(85,357
)
 
$
(57,804
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
Repayment of long-term debt
 
(75,203
)
 
(187
)
 
(121
)
 

 
(75,511
)
Long-term loans and advances to affiliates
 

 
(82,946
)
 
(2,411
)
 
85,357

 

Other
 
5,859

 
5,180

 

 

 
11,039

Net cash provided by (used in) financing activities
 
$
(69,344
)
 
$
(77,953
)
 
$
(2,532
)
 
$
85,357

 
$
(64,472
)
Effect of exchange rate changes on cash
 

 

 
2,253

 

 
2,253

Net increase (decrease) in cash and cash equivalents
 

 
10,490

 
(17,430
)
 

 
(6,940
)
Cash and cash equivalents
 
 
 
 
 
 
 
 
 
 
Beginning of period
 

 

 
39,582

 

 
39,582

End of period
 
$

 
$
10,490

 
$
22,152

 
$

 
$
32,642


19

Table of Contents
Forum Energy Technologies, Inc. and subsidiaries
Notes to condensed consolidated financial statements (continued)
(Unaudited)

Condensed consolidating statements of cash flows
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2013
 
 
FET (Parent)
 
Guarantor Subsidiaries
 
Non-Guarantor Subsidiaries
 
Eliminations
 
Consolidated
 
 
 
 
 
 
(in thousands)
 
 
 
 
Cash flows from (used in) operating activities
 
$
(4,918
)
 
$
72,956

 
$
21,417

 
$

 
$
89,455

Cash flows from investing activities
 
 
 
 
 
 
 
 
 
 
Acquisition of businesses, net of cash acquired
 

 
(2,611
)
 

 

 
(2,611
)
Capital expenditures for property and equipment
 

 
(22,738
)
 
(7,327
)
 

 
(30,065
)
Long-term loans and advances to affiliates
 
(109,372
)
 

 

 
109,372

 

Other
 

 
202

 
180

 

 
382

Net cash provided by (used in) investing activities
 
$
(109,372
)
 
$
(25,147
)
 
$
(7,147
)
 
$
109,372

 
$
(32,294
)
Cash flows from financing activities
 
 
 
 
 
 
 
 
 
 
Borrowings under Credit Facility
 
177,324

 
599

 

 

 
177,923

Repayment of long-term debt
 
(65,804
)
 
(2,312
)
 
33

 

 
(68,083
)
Payment of contingent consideration
 

 
(11,435
)
 

 

 
(11,435
)
Long-term loans and advances to affiliates
 

 
105,974

 
3,398

 
(109,372
)
 

Other
 
2,770

 
2,791

 

 

 
5,561

Net cash provided by (used in) financing activities
 
$
114,290

 
$
95,617

 
$
3,431

 
$
(109,372
)
 
$
103,966

Effect of exchange rate changes on cash
 

 

 
(2,710
)
 

 
(2,710
)
Net increase (decrease) in cash and cash equivalents
 

 
143,426

 
14,991

 

 
158,417

Cash and cash equivalents
 
 
 
 
 
 
 
 
 
 
Beginning of period
 

 
8,092

 
32,971

 

 
41,063

End of period
 
$

 
$
151,518

 
$
47,962

 
$

 
$
199,480



20

Table of Contents
 

Management's Discussion and Analysis
of Financial Condition and Results of Operations
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 “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.
Forward-looking statements may include statements about:
business strategy;
cash flows and liquidity;
the volatility of oil and natural gas prices;
our ability to successfully manage our growth, including risks and uncertainties associated with integrating
and retaining key employees of the businesses we acquire;
the availability of raw materials and specialized equipment;
availability of skilled and qualified labor;
our ability to accurately predict customer demand;
competition in the oil and gas industry;
governmental regulation and taxation of the oil and natural gas industry;
environmental liabilities;
political, social and economic issues affecting the countries in which we do business;
our ability to deliver our backlog in a timely fashion;
our ability to implement new technologies and services;
availability and terms of capital;
general economic conditions;
benefits of our acquisitions;
availability of key management personnel;
operating hazards inherent in our industry;
the continued influence of our largest shareholder;
the ability to establish and maintain effective internal control over financial reporting;
the ability to operate effectively as a publicly traded company;
financial strategy, budget, projections and operating results;
uncertainty regarding our future operating results; and
plans, objectives, expectations and intentions contained in this report that are not historical.

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

21


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 28, 2014 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 subsea, drilling, completion, production and infrastructure sectors of the oil and natural gas industry. We design, manufacture and distribute products, and engage in aftermarket services, parts supply and related services that complement our product offering. Our product offering includes a mix of highly engineered capital products and frequently replaced items that are used in the exploration, development, production and transportation of oil and natural gas. Our capital products are directed at: drilling rig equipment for new rigs, upgrades and refurbishment projects; subsea construction and development projects; the placement of production equipment on new producing wells; and downstream capital projects. Our engineered systems are critical components used on drilling rigs or in the course of subsea operations, while our consumable products are used to maintain efficient and safe operations at well sites in the well construction process, within the supporting infrastructure, and at processing centers and refineries. Historically, just over half of our revenue is derived from activity-based consumable products, while the balance is derived from capital products and a small amount from rental and other services.
We seek to design, manufacture and supply reliable products that create value for our diverse customer base, which includes, among others, oil and gas operators, land and offshore drilling contractors, well stimulation and intervention service providers, subsea construction and service companies, and pipeline and refinery operators.
We operate two business segments:
Drilling & Subsea segment. We design and manufacture products and provide related services to the subsea, drilling, well construction, completion and intervention markets. Through this segment, we offer subsea technologies, including robotic vehicles and other capital equipment, specialty components and tooling, a broad suite of complementary subsea technical services and rental items, and applied products for subsea pipelines; drilling technologies, including capital equipment and a broad line of products consumed in the drilling and well intervention process; and downhole technologies, including cementing and casing tools, completion products, and a range of downhole protection solutions.
Production & Infrastructure segment. We design and manufacture products and provide related equipment and services to the well stimulation, completion, production and infrastructure markets. Through this segment, we supply flow equipment, including well stimulation consumable products and related recertification and refurbishment services; production equipment, including well site production equipment and process equipment; and valves, which includes a broad range of industrial and process valves.
Market Conditions
Management believes that the long-term fundamentals underlying the global demand for energy, such as long-term economic and demographic trends, remain strong. The level of demand for our products and services is directly related to activity levels and the capital and operating budgets of our customers, which in turn are influenced heavily by the outlook for energy prices.




22


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
 
 
June 30,
 
March 31,
 
June 30,
 
 
2014
 
2014
 
2013
Average global oil, $/bbl
 
 
 
 
 
 
West Texas Intermediate
 
$
103.06

 
$
98.65

 
$
94.14

United Kingdom Brent
 
$
109.06

 
$
107.19

 
$
103.43

 
 
 
 
 
 
 
Average North American Natural Gas, $/Mcf
 
 
 
 
 
 
Henry Hub
 
$
4.59

 
$
5.15

 
$
4.02

Current and forecasted oil and natural gas prices appear adequate to maintain the current level of exploration and production activity, including the continued development of offshore projects, which stimulates demand for our subsea products. The capital expenditure plans of exploration and production companies have been reported to have increased, especially in North America, from earlier levels for 2014 and are anticipated to rise again in 2015. These increases, if realized, should lead to greater activity and an increase in demand for our products.  
In addition to the commodity price levels, the average active rig count data below, based on the weekly Baker Hughes Incorporated rig count, reflect a broad measure of industry activity and resultant demand for our drilling and production related products and services.
 
 
Three months ended
 
 
June 30,
 
March 31,
 
June 30,
 
 
2014
 
2014
 
2013
Active Rigs by Location
 
 
 
 
 
 
United States
 
1,852

 
1,779

 
1,761

Canada
 
199

 
525

 
152

International
 
1,348

 
1,337

 
1,306

Global Active Rigs
 
3,399

 
3,641


3,219

 
 
 
 
 
 
 
Land vs. Offshore Rigs
 
 
 
 
 
 
Land
 
3,016

 
3,267

 
2,834

Offshore
 
383

 
374

 
385

Global Active Rigs
 
3,399

 
3,641


3,219

 
 
 
 
 
 
 
U.S. Commodity Target
 
 
 
 
 
 
Oil/Gas
 
1,529

 
1,429

 
1,396

Gas
 
319

 
347

 
359

Unclassified
 
4

 
3

 
6

Total U.S. Rigs
 
1,852

 
1,779


1,761

 
 
 
 
 
 
 
U.S. Well Path
 
 
 
 
 
 
Horizontal
 
1,242

 
1,183

 
1,098

Vertical
 
395

 
387

 
450

Directional
 
215

 
209

 
213

Total U.S. Active Rigs
 
1,852

 
1,779


1,761

Generally, our sales are impacted by changes in rig activity and wells completed. The average U.S. rig count increased 4% from the first quarter of 2014 and 5% from the second quarter of 2013. The international rig count remained stable, while the Canadian rig count experienced its seasonally low quarter resulting from spring breakup, but was up over 30% from the second quarter of 2013. In addition, due to greater application of improved drilling and completion technologies, the current rig fleet is becoming more efficient allowing more wells to be drilled per rig. The trends in the capabilities of the rig fleet are reflected in the table above through the increases in horizontal and

23


directional drilling rigs as a portion of the total rig count. If this trend continues, well completions could grow at a faster pace than the drilling rig count in the future. Higher drilling and completions activities should result in increased demand for our products.
Results of operations
We made two acquisitions and an investment in a joint venture in the third quarter 2013 and one acquisition in the second quarter 2014. For additional information about these acquisitions, see Note 3 to the condensed consolidated financial statements in Item 1 of Part I of this quarterly report. For this reason, our results of operations for the 2014 periods presented may not be comparable to historical results of operations for the 2013 periods.
Three months ended June 30, 2014 compared with three months ended June 30, 2013
 
Three Months Ended June 30,
 
Favorable / (Unfavorable)
 
2014
 
2013
 
$
 
%
(in thousands of dollars, except per share information)
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
Drilling & Subsea
$
279,251

 
$
209,198

 
$
70,053

 
33.5
 %
Production & Infrastructure
149,369

 
158,905

 
(9,536
)
 
(6.0
)%
Eliminations
(341
)
 
(216
)
 
(125
)
 
*

Total revenue
$
428,279

 
$
367,887

 
$
60,392

 
16.4
 %
Operating income:
 
 
 
 
 
 
 
Drilling & Subsea
$
50,336

 
$
32,906

 
$
17,430

 
53.0
 %
Operating income margin %
18.0
%
 
15.7
%
 
 
 
 
Production & Infrastructure
26,562

 
22,824

 
3,738

 
16.4
 %
Operating income margin %
17.8
%
 
14.4
%
 
 
 
 
Corporate
(10,696
)
 
(6,901
)
 
(3,795
)
 
(55.0
)%
Total segment operating income
$
66,202

 
$
48,829

 
$
17,373

 
35.6
 %
Operating income margin %
15.5
%
 
13.3
%
 
 
 
 
Transaction expenses
682

 
1,806

 
1,124

 
*

Loss (gain) on sale of assets and other
(284
)
 
(115
)
 
169

 
*

Income from operations
65,804

 
47,138

 
18,666

 
39.6
 %
Interest expense, net
7,725

 
3,111

 
(4,614
)
 
(148.3
)%
Foreign exchange (gains) losses and other, net
3,129

 
1,019

 
(2,110
)
 
*

Other (income) expense, net
10,854

 
4,130

 
(6,724
)
 
*

Income before income taxes
54,950

 
43,008

 
11,942

 
27.8
 %
Income tax expense
15,407

 
13,068

 
(2,339
)
 
(17.9
)%
Net income
39,543

 
29,940

 
9,603

 
32.1
 %
Less: Income attributable to non-controlling interest
21

 
21

 

 
*

Income attributable to common stockholders
$
39,522

 
$
29,919

 
$
9,603

 
32.1
 %
 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
92,649

 
91,032

 
 
 
 
Diluted
95,695

 
94,606

 
 
 
 
Earnings per share
 
 
 
 
 
 
 
Basic
$
0.43

 
$
0.33

 
 
 
 
Diluted
$
0.41

 
$
0.32

 
 
 
 
* not meaningful
 
 
 
 
 
 
 

24


Revenue
Our revenue for the three months ended June 30, 2014 increased $60.4 million, or 16.4%, to $428.3 million compared to the three months ended June 30, 2013. For the three months ended June 30, 2014, our Drilling & Subsea segment and our Production & Infrastructure segment comprised 65.2% and 34.8% of our total revenue, respectively, which compared to 56.9% and 43.1% of total revenue, respectively, for the three months ended June 30, 2013. The changes in revenue by operating segment consisted of the following:
Drilling & Subsea segment — Revenue increased $70.1 million, or 33.5%, to $279.3 million during the three months ended June 30, 2014 compared to the three months ended June 30, 2013 attributable to acquisitions and higher market activity in all three product lines.
Production & Infrastructure segment — Revenue decreased $9.5 million, or 6.0%, to $149.4 million during the three months ended June 30, 2014 compared to the three months ended June 30, 2013 primarily due to lower sales of production equipment and valve products, partially offset by increased revenue from our flow equipment products.
Segment operating income and segment operating margin percentage
Segment operating income for the three months ended June 30, 2014, increased $17.4 million, or 35.6%, to $66.2 million compared to the three months ended June 30, 2013. The segment operating margin percentage is calculated by dividing segment operating income by revenue for the period. For the three months ended June 30, 2014, the segment operating margin percentage of 15.5% represents an increase of 220 basis points from the 13.3% operating margin percentage for three months ended June 30, 2013. The change in operating margin percentage for each segment is explained as follows:
Drilling & Subsea segment — The operating margin percentage increased 230 basis points to 18.0% for the three months ended June 30, 2014, from 15.7% for the three months ended June 30, 2013. The improvement in operating margin percentage is primarily attributable to higher volumes in drilling products and the continuing benefits from the cost saving measures implemented in the third quarter 2013.
Production & Infrastructure segment — The operating margin percentage improved 340 basis points to 17.8% for the three months ended June 30, 2014, from 14.4% for the three months ended June 30, 2013. The improvement in operating margin percentage was primarily attributable to the investment in Global Tubing, LLC joint venture interest and higher margins on improved activity levels for flow equipment, partially offset by the lower operating margin percentage in production equipment on reduced activity levels.
Corporate — Selling, general and administrative expenses for Corporate increased by $3.8 million, or 55.0%, for the three months ended June 30, 2014 compared to the three months ended June 30, 2013, due to higher personnel costs and higher professional fees. Corporate costs include, among other items, payroll related costs for general management and management of finance and administration, legal, human resources and information technology; professional fees for legal, accounting and related services; and marketing costs.
Other items not included in segment operating income
Several items are not included in segment operating income, but are included in total operating income. These items include: transaction expenses and gains/losses from the sale of assets. Transaction expenses relate to legal and other advisory costs incurred in acquiring businesses and are not considered to be part of segment operating income. These costs were $0.7 million and $1.8 million for the three months ended June 30, 2014 and 2013, respectively.
Other income and expense
Other income and expense includes interest expense and foreign exchange gains and losses. We incurred $7.7 million of interest expense during the three months ended June 30, 2014, an increase of $4.6 million from the three months ended June 30, 2013. The increase in interest expense was attributable to additional debt incurred on acquisitions and the higher interest rate on our Senior Notes issued in the fourth quarter 2013 compared to the variable interest rate under our Credit Facility.

25


Taxes
Tax expense includes current income taxes expected to be due based on taxable income to be reported during the periods in the various jurisdictions in which we conduct business, and deferred income taxes based on changes in the tax effect of temporary differences between the bases of assets and liabilities for financial reporting and tax purposes at the beginning and end of the respective periods. The effective tax rate, calculated by dividing total tax expense by income before income taxes, was 28.0% for the three months ended June 30, 2014 and 30.4% for the three months ended June 30, 2013. The tax provision for the three months ended June 30, 2014 is lower than the comparable period in 2013 primarily due to benefits received from certain tax incentives.


26


Six months ended June 30, 2014 compared with six months ended June 30, 2013
 
Six months ended June 30,
 
Favorable / (Unfavorable)
 
2014
 
2013
 
$
 
%
(in thousands of dollars, except per share information)
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
Drilling & Subsea
$
541,020

 
$
431,137

 
$
109,883

 
25.5
 %
Production & Infrastructure
291,944

 
310,115

 
(18,171
)
 
(5.9
)%
Eliminations
(747
)
 
(366
)
 
(381
)
 
104.1
 %
Total revenue
$
832,217

 
$
740,886

 
$
91,331

 
12.3
 %
Operating income:
 
 
 
 
 
 
 
Drilling & Subsea
$
97,401

 
$
68,062

 
$
29,339

 
43.1
 %
Operating income margin %
18.0
%
 
15.8
%
 
 
 
 
Production & Infrastructure
50,444

 
44,198

 
6,246

 
14.1
 %
Operating income margin %
17.3
%
 
14.3
%
 
 
 
 
Corporate
(19,437
)
 
(14,074
)
 
(5,363
)
 
(38.1
)%
Total segment operating income
$
128,408

 
$
98,186

 
$
30,222

 
30.8
 %
Operating income margin %
15.4
%
 
13.3
%
 
 
 
 
Transaction expenses
810

 
1,815

 
1,005

 
55.4
 %
Loss (gain) on sale of assets and other
405

 
20

 
(385
)
 
*

Income from operations
127,193

 
96,351

 
30,842

 
32.0
 %
Interest expense, net
15,475

 
6,474

 
(9,001
)
 
(139.0
)%
Foreign exchange (gains) losses and other, net
4,606

 
(448
)
 
(5,054
)
 
*

Other (income) expense, net
20,081

 
6,026

 
(14,055
)
 
*

Income before income taxes
107,112

 
90,325

 
16,787

 
18.6
 %
Income tax expense
31,063

 
28,447

 
(2,616
)
 
(9.2
)%
Net income
76,049

 
61,878

 
14,171

 
22.9
 %
Less: Income attributable to non-controlling interest
(3
)
 
19

 
(22
)
 
*

Income attributable to common stockholders
$
76,052

 
$
61,859

 
$
14,193

 
22.9
 %
 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
 
 
 
 
 
 
Basic
92,391

 
89,790

 
 
 
 
Diluted
95,363

 
94,501

 
 
 
 
Earnings per share
 
 
 
 
 
 
 
Basic
$
0.82

 
$
0.69

 
 
 
 
Diluted
$
0.80

 
$
0.65

 
 
 
 
* not meaningful
 
 
 
 
 
 
 

27


Revenue
Our revenue for the six months ended June 30, 2014 increased $91.3 million, or 12.3%, to $832.2 million compared to the six months ended June 30, 2013. For the six months ended June 30, 2014, our Drilling & Subsea segment and our Production & Infrastructure segment comprised 65.0% and 35.0% of our total revenue, respectively, which compared to 58.2% and 41.8% of total revenue, respectively, for the six months ended June 30, 2013. The changes in revenue by operating segment consisted of the following:
Drilling & Subsea segment — Revenue increased $109.9 million, or 25.5%, to $541.0 million during the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily attributable to acquisitions and to higher sales of drilling products and downhole products.
Production & Infrastructure segment — Revenue decreased $18.2 million, or 5.9%, to $291.9 million during the six months ended June 30, 2014 compared to the six months ended June 30, 2013 due to a decrease in shipments of product equipment products and slower project activity for valve products offset by a recovery in the market for flow equipment products.
Segment operating income and segment operating margin percentage
Segment operating income for the six months ended June 30, 2014, increased $30.2 million, or 30.8%, to $128.4 million compared to the six months ended June 30, 2013. The segment operating margin percentage is calculated by dividing segment operating income by revenue for the period. For the six months ended June 30, 2014, the segment operating margin percentage of 15.4% represents an increase of 210 basis points from the 13.3% operating margin percentage for six months ended June 30, 2013. The change in operating margin percentage for each segment is explained as follows:
Drilling & Subsea segment — The operating margin percentage increased 220 basis points to 18.0% for the six months ended June 30, 2014, from 15.8% for the six months ended June 30, 2013. The improvement in operating margin percentage is due to higher volumes in drilling products and continuing benefits from the cost saving measures implemented in the third quarter 2013, slightly offset by lower gross margin in downhole products from higher international orders at lower margins.
Production & Infrastructure segment — Operating margin percentage improved 300 basis points to 17.3% for the six months ended June 30, 2014, from 14.3% for the six months ended June 30, 2013. The improvement in operating margin percentage was due to the investment in the Global Tubing, LLC joint venture interest and higher margins on improved activity levels for flow equipment products, partially offset by the lower operating margin percentage in production equipment on reduced activity levels.
Corporate — Selling, general and administrative expenses for Corporate increased by $5.4 million, or 38.1%, for the six months ended June 30, 2014 compared to the six months ended June 30, 2013, due to higher personnel costs and higher professional fees.
Other items not included in segment operating income
Several items are not included in segment operating income, but are included in total operating income. These items include: transaction expenses and gains/losses from the sale of assets. Transaction expenses relate to legal and other advisory costs incurred in acquiring businesses and are not considered to be part of segment operating income. These costs were $0.8 million for the six months ended June 30, 2014 and $1.8 million for the six months ended June 30, 2013, primarily attributable to three acquisitions closed effective July 2, 2013. In the six months ended June 30, 2014, we incurred a loss of $0.4 million in sales of assets, primarily due to a loss of $0.8 million on the sale of our subsea pipe joint protective coatings business.
Other income and expense
Other income and expense includes interest expense and foreign exchange gains and losses. We incurred $15.5 million of interest expense during the six months ended June 30, 2014, an increase of $9.0 million from the six months ended June 30, 2013. The increase in interest expense was attributable to the higher interest rate on our Senior Notes issued in the fourth quarter 2013 compared to the variable interest rate under our Credit Facility.

28


Taxes
Tax expense includes current income taxes expected to be due based on taxable income to be reported during the periods in the various jurisdictions in which we conduct business, and deferred income taxes based on changes in the tax effect of temporary differences between the bases of assets and liabilities for financial reporting and tax purposes at the beginning and end of the respective periods. The effective tax rate, calculated by dividing total tax expense by income before income taxes, was 29.0% for the six months ended June 30, 2014 and 31.5% for the six months ended June 30, 2013. The tax provision is lower than the comparable period in 2013 primarily due to a higher proportion of our earnings being generated outside the United States in jurisdictions subject to lower tax rates and benefits received from certain tax incentives. The effective tax rate can vary from period to period depending on our relative mix of U.S. and non-U.S. earnings.
Liquidity and capital resources
Sources and uses of liquidity
At June 30, 2014, we had cash and cash equivalents of $32.6 million and total debt of $437.6 million. We believe that cash on hand, cash generated from operations and amounts available under the Credit Facility will be sufficient to fund operations, working capital needs, capital expenditure requirements and financing obligations for the foreseeable future.
Our total 2014 capital expenditure budget is approximately $60.0 million, which consists of, among other items, investments in constructing or expanding certain manufacturing facilities, purchases of machinery and equipment, expansion of our subsea rental fleet equipment, and general maintenance capital expenditures of approximately $25.0 million. This budget does not include possible expenditures for future business acquisitions.
Although we do not budget for acquisitions, pursuing growth through acquisitions is a significant part of our business strategy. We expanded and diversified our product portfolio with the acquisition of one business in the second quarter 2014 for total consideration of $38.3 million, and two businesses and an investment in a joint venture in 2013 for total consideration (net of cash acquired) of $230.0 million. We used cash on hand and borrowings under the Credit Facility to finance these acquisitions. We continue to actively review acquisition opportunities on an ongoing basis. Our ability to make significant additional acquisitions for cash may require us to obtain additional equity or debt financing, which we may not be able to obtain on terms acceptable to us or at all.
Our cash flows for the six months ended June 30, 2014 and 2013 are presented below (in millions):
  
Six Months Ended June 30,
 
2014
 
2013
Net cash provided by operating activities
$
113.1

 
$
89.5

Net cash used in investing activities
(57.8
)
 
(32.3
)
Net cash provided by (used in) financing activities
(64.5
)
 
104.0

Net increase (decrease) in cash and cash equivalents
$
(6.9
)
 
$
158.4

Cash flows provided by operating activities
Net cash provided by operating activities was $113.1 million and $89.5 million for the six months ended June 30, 2014 and 2013, respectively. Cash provided by operations increased primarily as a result of higher earnings and lower incremental investments in working capital as compared to the prior year.
Cash flows used in investing activities
Net cash used in investing activities was $57.8 million and $32.3 million for the six months ended June 30, 2014 and 2013, respectively, a $25.5 million increase. The increase was primarily due to the cash used for an acquisition.

29


Cash flows provided by (used in) financing activities
Net cash used in financing activities was $64.5 million for the six months ended June 30, 2014, compared to cash provided by financing activities of $104.0 million for the six months ended June 30, 2013. The cash used in financing activities for the six months ended June 30, 2014 was primarily due to a pay down of long-term debt during the period. The cash provided by financing activities for the six months ended June 30, 2013 consisted primarily for net borrowings of long-term debt in anticipation of acquisitions occurring early in third quarter 2013.
Senior Notes Due 2021
The Senior Notes bear interest at a rate of 6.250% per annum, payable on April 1 and October 1 of each year, and mature on October 1, 2021. The Senior Notes are senior unsecured obligations, are guaranteed on a senior unsecured basis by our subsidiaries that guarantee the Credit Facility and rank junior to, among other indebtedness, the Credit Facility to the extent of the value of the collateral securing the Credit Facility.
Credit Facility
We have a Credit Facility with Wells Fargo Bank, National Association, as administrative agent, and several financial institutions as lenders, which provides for a $600.0 million revolving credit line, with up to $75.0 million available for letters of credit and up to $25.0 million in swingline loans. Subject to terms of the Credit Facility, we have the ability to increase the revolving Credit Facility by an additional $300.0 million. Our revolving Credit Facility matures in November 2018. Weighted average interest rates under the Credit Facility at June 30, 2014 and December 31, 2013 were 2.16% and 2.17%, respectively.
Future borrowings under the Credit Facility will be available for working capital and other general corporate purposes, including permitted acquisitions. It is anticipated that the Credit Facility will be available to be drawn on and repaid during the term thereof as long as we are in compliance with the terms of the credit agreement, including certain financial covenants. As of June 30, 2014, we had $33.0 million of borrowings outstanding under our Credit Facility and $14.3 million of outstanding letters of credit and the capacity to borrow an additional $552.7 million under our Credit Facility.
There have been no changes to the Credit Facility financial covenants disclosed in Item 7 of our 2013 Annual Report on Form 10-K and we were in compliance with all financial covenants at June 30, 2014 and December 31, 2013.
Off-balance sheet arrangements
As of June 30, 2014, we had no off-balance sheet instruments or financial arrangements, other than operating leases entered into in the ordinary course of business.
Contractual obligations
Except for net repayments under the Credit Facility, as of June 30, 2014, there have been no material changes in our contractual obligations and commitments disclosed in the Annual Report.
Critical accounting policies and estimates
There have been no material changes in our critical accounting policies and procedures during the six months ended June 30, 2014. For a detailed discussion of our critical accounting policies and estimates, refer to our 2013 Annual Report on Form 10-K.
Recent accounting pronouncements
In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606). The new standard is effective for reporting periods beginning after December 15, 2016 and early adoption is not permitted. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. We are currently evaluating the impacts of adoption and the implementation approach to be used.

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In April 2014, the FASB issued ASU 2014-08 — Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The ASU raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The guidance is effective for us for the fiscal year beginning January 1, 2015, and is not expected to have a material impact on our consolidated financial statements.


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Item 3. Quantitative and qualitative disclosures about market risk
We are currently exposed to market risk from changes in foreign currency 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 transactions for speculative purposes.
There have been no significant changes to our market risk since December 31, 2013. 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 2013 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 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 June 30, 2014. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2014 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.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2014 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
Refer to Note 11, Commitments and Contingencies, in Part I, Item 1, Financial Statements, for a discussion of our legal proceedings, which is incorporated into this Item 1 of Part II by reference.
Item 1A. Risk Factors
For additional information about our risk factors, see "Risk Factors" in Item 1A of our Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Shares of common stock purchased and placed in treasury during the three months ended June 30, 2014 were as follows:
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 number of shares that may yet be purchased under the plan or program (b)
April 1, 2014 - April 30, 2014
 
22,403

 
$
29.53

 

 

May 1, 2014 - May 31, 2014
 

 
$

 

 

June 1, 2014 - June 30, 2014
 

 
$

 

 

Total
 
22,403

 
$
29.53

 

 


(a) All of the 22,403 shares purchased during the three months ended June 30, 2014 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. None of these shares were part of a publicly announced program to purchase common shares.
(b) Forum does not have any publicly announced equity securities repurchase plans or programs.

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Table of Contents
 

Item 6. Exhibits
Exhibit
 
 
Number
 
DESCRIPTION
 
 
 
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*
XBRL Instance Document.
 
 
 
101.SCH*
XBRL Taxonomy Extension Schema Document.
 
 
 
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
 
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document.
 
 
 
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document.
 
 
 
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document.


* Filed herewith.

** Furnished herewith.

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Table of Contents
 

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:
August 1, 2014
By:
/s/ James W. Harris
 
 
 
 
James W. Harris
 
 
 
 
Senior Vice President and Chief Financial Officer
 
 
 
 
(As Duly Authorized Officer and Principal Financial Officer)
 
 
 
 
 
 
 
 
 
By:
/s/ Tylar K. Schmitt
 
 
 
 
Tylar K. Schmitt
 
 
 
 
Vice President and Corporate Controller
 
 
 
 
(As Duly Authorized Officer and Principal Accounting Officer)
 



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