Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 17, 2024

FORUM ENERGY TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35504

61-1488595

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

10344 Sam Houston Park Drive

Suite 300

Houston

77064

(Address of Principal Executive Offices)

(Zip Code)


281			949-2500

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01 per share

FET

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

Item 2.02 Results of Operations and Financial Condition.

On July 17, 2024, Forum Energy Technologies, Inc. (the “Company”) issued a press release announcing that it will redeem a portion of its outstanding 9.00% Convertible Senior Secured Notes due 2025, as well as preliminary cash flows from operating activities for the three months ended June 30, 2024. As of the date of the press release, the Company is finalizing its financial results for the three months ended June 30, 2024. Cash flows from operating activities for the three months ended June 30, 2024 included in the press release is preliminary, estimated and unaudited, and based on information available to management as of the date of the press release. As a result, the Company’s actual results for the three months ended June 30, 2024 could vary materially from, and investors should not place undue reliance upon, this preliminary information. The Company undertakes no obligation to update or supplement the information provided in the press release until it releases its financial results for the three months ended June 30, 2024.

The Company’s independent registered public accounting firm has not audited, reviewed, compiled or applied agreed-upon procedures with respect to the preliminary financial information included in the press release. Accordingly, the Company’s independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto.

A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Exhibit Title or Description
99.1						Press Release dated July 17, 2024.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 17, 2024

FORUM ENERGY TECHNOLOGIES, INC.

/s/ John C. Ivascu

John C. Ivascu

Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

Exhibit 99.1

FOR IMMEDIATE RELEASE

Forum Energy Technologies Announces $60 Million Senior Secured Notes Redemption

Houston, Texas, July 17, 2024 – Forum Energy Technologies, Inc. (NYSE: FET) today announced that it will redeem $60 million in aggregate principal amount of its 9.000% Convertible Senior Secured Notes due 2025 (“2025 Notes”) at par on August 16, 2024.

For the second quarter 2024, the Company expects to report cash flows from operating activities between $23 million and $25 million. Additionally, during the quarter FET repurchased approximately $13 million of the 2025 Notes at a discount to par.

Neal Lux, President and Chief Executive Officer, remarked, “We are executing our previously announced plan to retire long-term debt through positive free cash flow and liquidity under our ABL Credit Facility. This year, following the announced redemption, we will have retired more than half of the outstanding principal amount of the 2025 Notes. I look forward to repaying the remaining 2025 Notes and the Variperm Seller Term Loan in 2025.”

This announcement does not constitute a notice of redemption with respect to the 2025 Notes. Additional information concerning the redemption is described in the notice of partial redemption distributed to holders of the 2025 Notes.

The range of the Company’s expected cash flows from operating activities for the second quarter 2024 included herein is preliminary, estimated and unaudited, and based on information available to management as of the date of this press release. The Company will announce its full second quarter 2024 financial results at a later date.

Exhibit 99.1

Forward Looking Statements and Other Legal Disclosure

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the expectations of plans, strategies, objectives and anticipated financial and operating results of the Company, including any statement about the Company's preliminary results for the second quarter 2024, future financial position, the partial redemption of the 2025 Notes, future debt repayments, liquidity and capital resources, operations, performance and other guidance included in this press release.

These statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. Among other things, these include the volatility of oil and natural gas prices, oilfield development activity levels, the availability of raw materials and specialized equipment, the Company’s ability to deliver backlog in a timely fashion, the availability of skilled and qualified labor, competition in the oil and natural gas industry, governmental regulation and taxation of the oil and natural gas industry, the Company’s ability to implement new technologies and services, the availability and terms of capital, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting the Company's business, and other important factors that could cause actual results to differ materially from those projected as described in the Company’s filings with the U.S. Securities and Exchange Commission.

Exhibit 99.1

Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.

FET is a global company, serving the oil, natural gas, industrial and renewable energy industries. FET provides value added solutions that increase the safety and efficiency of energy exploration and production. We are an environmentally and socially responsible company headquartered in Houston, TX with manufacturing, distribution and service facilities strategically located throughout the world. For more information, please visit www.f-e-t.com.

Company Contact

Rob Kukla

Director Investor Relations

281.994.3763

Rob.Kukla@f-e-t.com

Cover Page	Jul. 17, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 17, 2024
Entity Registrant Name	FORUM ENERGY TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35504
Entity Tax Identification Number	61-1488595
Entity Address, Address Line One	10344 Sam Houston Park Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77064
City Area Code	281
Local Phone Number	949-2500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	FET
Security Exchange Name	NYSE
Emerging Growth Company	false
Entity Central Index Key	0001401257
Amendment Flag	false