Forum Energy Technologies Inc.

10/31/2025 | Press release | Distributed by Public on 10/31/2025 15:08

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's discussion and analysis of financial condition and results of operations
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control. All statements, other than statements of historical fact, included in this Quarterly Report on Form 10-Q regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words "will," "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We disclaim any obligation to update or revise these statements unless required by law, and you should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report on Form 10-Q are reasonable, forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from our plans, intentions or expectations. This may be the result of various factors, including, but not limited to, those factors discussed 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 SEC on March 3, 2025, 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 manufacturing company serving the oil, natural gas, defense and renewable energy industries. With headquarters in Houston, Texas, FET provides value added solutions aimed at improving the safety, efficiency, and environmental impact of our customers' operations. Our highly engineered products include capital equipment and consumable products. FET's customers include oil and natural gas operators, oilfield service companies, pipeline and refinery operators, defense contractors and renewable energy companies. Consumable products are used by our customers in drilling, well construction and completion activities and at processing centers and refineries. Our capital products are directed at drilling rig equipment for constructing new or upgrading existing rigs, subsea construction and development projects, pressure pumping equipment, the placement of production equipment on new producing wells, downstream capital projects and capital equipment for renewable energy projects. For the nine months ended September 30, 2025, approximately 80% of our revenue was derived from consumable products and activity-based equipment, while the balance was primarily derived from capital products with a small amount from rental and other services.
We expect that the world's long-term energy demand will continue to rise for many decades. We also expect hydrocarbons will continue to play a vital role in meeting the world's long-term energy needs while renewable energy sources develop to scale. As such, we remain focused on serving our customers in both oil and natural gas as well as renewable energy applications. We are continuing to develop products to help oil and gas operators lower expenses, increase production, and reduce their emissions while also deploying our technologies in renewable energy applications.
The Company operates in the following two reportable segments: (1) Drilling and Completions and (2) Artificial Lift and Downhole. Refer to Note 9 Business Segments for the product lines making up each segment.
A summary of the products and services offered by each segment is as follows:
Drilling and Completions. This segment designs, manufactures and supplies products and solutions to the drilling, subsea, coiled tubing, well stimulation and intervention markets, including applications in the oil and natural gas, renewable energy, defense and communications industries. The products and solutions consist primarily of (i) capital equipment and consumable products used in the drilling process; (ii) capital equipment and aftermarket products including subsea remotely operated vehicles ("ROVs") and trenchers, submarine rescue vehicles, specialty components and tooling, and technical services; (iii) capital equipment and consumable products sold to the pressure pumping market, including hydraulic fracturing pumps, cooling systems, and high-pressure flexible hoses and flow iron; (iv) wireline cable and pressure control equipment used in the well completion and intervention service markets; and (v) coiled tubing strings and pressure control equipment used in coiled tubing operations, as well as coiled line pipe and related services.
Artificial Lift and Downhole. This segment designs, manufactures and supplies products and solutions for the artificial lift, well construction, production and infrastructure markets. The products and solutions consist primarily of: (i) products designed to safeguard artificial lift equipment and downhole cables; (ii) well construction casing and cementing equipment; (iii) customized downhole technology solutions, providing sand and flow control products for heavy oil applications; (iv) engineered process systems, production equipment, as well as specialty separation equipment; and (v) a wide range of industrial valves focused on oil and natural gas as well as power generation, renewable energy and other general industrial applications.
Market Conditions
Generally, demand for our products and services is directly related to our customers' capital and operating budgets. These budgets are heavily influenced by current and expected energy prices. In addition, demand for our capital products is driven by the utilization of service company equipment. Utilization is a function of equipment capacity and durability in demanding environments.
Average oil prices were lower in the third quarter 2025 compared to the third quarter 2024, while average natural gas prices were higher. The decline in average oil prices is attributable to a faster than expected return of the Organization of Petroleum Exporting Countries and its allies ("OPEC+") production combined with global recessionary fears triggered by the continued uncertainty related to the imposition of broad based trade policy changes by the Trump Administration. The increase in average natural gas prices is attributable to strong demand, tightening supply and geopolitical uncertainty.
Our revenues, over the long-term, are highly correlated to the global drilling rig count, which decreased 7.7% during the third quarter 2025 compared to average global rig count during third quarter 2024. The decrease in rig count is driven by the lower average oil prices, increased production efficiencies and continued capital spending discipline by publicly owned exploration and production companies. We expect the global rig count during the remainder of 2025 to remain below the full year 2024 average rig count. Given the current macroeconomic uncertainty, trade policy fluctuations, oil price volatility, and changing regulations we are monitoring market conditions and assessing potential impacts on our business.
The table below shows average crude oil and natural gas prices for Average West Texas Intermediate ("WTI"), Brent, and Henry Hub:
Three Months Ended
September 30, June 30, September 30,
2025 2025 2024
Average global oil, $/bbl
WTI $ 65.78 $ 64.57 $ 76.43
Brent $ 69.03 $ 68.07 $ 80.01
Average North American Natural Gas, $/Mcf
Henry Hub $ 3.03 $ 3.19 $ 2.11
The table below shows the average number of active drilling rigs operating by geographic area and drilling for different purposes, based on the weekly rig count information published by Baker Hughes Company. In the third quarter of 2025, Baker Hughes implemented a revised methodology for counting rigs, primarily affecting data pertaining to Saudi Arabia. Consequently, international rig counts reported for prior periods have been adjusted and may now vary from figures presented in previous disclosures.
Three Months Ended
September 30, June 30, September 30,
2025 2025 2024
Active Rigs by Location
United States 540 571 586
Canada 177 128 210
International 1,080 1,078 1,151
Global Active Rigs 1,797 1,777 1,947
Land vs. Offshore Rigs
Land 1,540 1,527 1,652
Offshore 257 250 295
Global Active Rigs 1,797 1,777 1,947
U.S. Commodity Target
Oil 417 459 483
Gas 118 108 98
Unclassified 5 4 5
Total U.S. Active Rigs 540 571 586
U.S. Well Path
Horizontal 475 515 521
Vertical 13 13 16
Directional 52 43 49
Total U.S. Active Rigs 540 571 586
The table below shows the amount of total inbound orders by segment:
Three Months Ended Nine Months Ended
September 30, June 30, September 30, September 30, September 30,
(in thousands of dollars) 2025 2025 2024 2025 2024
Drilling and Completions $ 151,473 $ 177,792 $ 129,562 $ 461,398 $ 356,214
Artificial Lift and Downhole 88,517 85,338 76,277 242,410 234,094
Total Orders $ 239,990 $ 263,130 $ 205,839 $ 703,808 $ 590,308
Results of operations
Three months ended September 30, 2025 compared with three months ended September 30, 2024
Three Months Ended September 30, Change
(in thousands of dollars, except per share information) 2025 2024 $ %
Revenue
Drilling and Completions $ 117,469 $ 123,587 $ (6,118) (5.0) %
Artificial Lift and Downhole 78,981 84,226 (5,245) (6.2) %
Eliminations (219) (7) (212) *
Total revenue 196,231 207,806 (11,575) (5.6) %
Segment operating income (loss)
Drilling and Completions (13,551) 7,030 (20,581) (292.8) %
Operating margin % (11.5) % 5.7 %
Artificial Lift and Downhole 11,778 10,784 994 9.2 %
Operating margin % 14.9 % 12.8 %
Corporate (8,439) (8,404) (35) (0.4) %
Total segment operating income (loss) (10,212) 9,410 (19,622) (208.5) %
Operating margin % (5.2) % 4.5 %
Transaction expenses 254 579 (325) *
Gain on sale-leaseback transactions (4,279) - (4,279) *
Gain on disposal of assets and other (81) (85) 4 *
Operating income (loss) (6,106) 8,916 (15,022) (168.5) %
Interest expense 4,365 7,650 (3,285) (42.9) %
Foreign exchange losses and other, net 9 9,631 (9,622) *
Loss on extinguishment of debt - 1,839 (1,839) *
Total other expense 4,374 19,120 (14,746) (77.1) %
Loss before income taxes (10,480) (10,204) (276) (2.7) %
Income tax expense 10,074 4,611 5,463 118.5 %
Net loss $ (20,554) $ (14,815) $ (5,739) (38.7) %
Weighted average shares outstanding
Basic 11,682 12,330
Diluted 11,682 12,330
Loss per share
Basic $ (1.76) $ (1.20)
Diluted $ (1.76) $ (1.20)
* not meaningful
Revenue
Our revenue for the three months ended September 30, 2025 was $196.2 million, a decrease of $11.6 million, or 5.6%, compared to the three months ended September 30, 2024. For the three months ended September 30, 2025, our Drilling and Completions and our Artificial Lift and Downhole segments comprised 59.8% and 40.2% of our total revenue, respectively, compared to 59.5% and 40.5% of our total revenue, respectively, for the three months ended September 30, 2024. The overall decrease was primarily related to the decline in global drilling and completions activity, as well as tariff impacts in our Valve Solutions product line. The changes in revenue by operating segment consisted of the following:
Drilling and Completions segment - Revenue was $117.5 million for the three months ended September 30, 2025, a decrease of $6.1 million, or 5.0%, compared to the three months ended September 30, 2024. The decrease from the decline in global drilling and completion activity was partially offset by higher revenue recognized from ROVs and Launch and Recovery Systems ("LARS") projects.
Artificial Lift and Downhole segment - Revenue was $79.0 million for the three months ended September 30, 2025, a decrease of $5.2 million, or 6.2%, compared to the three months ended September 30, 2024. The decline in revenue was driven by tariff-related impacts on sales volumes for valve products and lower market activity. Partially offsetting this decline were higher sales of downstream processing equipment and technologies.
Segment operating income (loss) and segment operating margin percentage
Segment operating loss for the three months ended September 30, 2025 was $10.2 million, a $19.6 million decrease compared to income of $9.4 million for the three months ended September 30, 2024. For the three months ended September 30, 2025, segment operating margin percentage was (5.2)% compared to 4.5% for the three months ended September 30, 2024. Segment operating margin percentage is calculated by dividing segment operating income (loss) by revenue for the period. The change in operating income (loss) for each segment is explained as follows:
Drilling and Completions segment - Segment operating loss was $13.6 million, or (11.5)%, for the three months ended September 30, 2025 compared to income of $7.0 million, or 5.7%, for the three months ended September 30, 2024. The $20.6 million decrease in segment operating results was primarily due to inventory write-downs, asset impairments and other costs of $21.1 million related to the Company's strategic decision to consolidate facilities and discontinue certain products. This decrease was partially offset by a reduction in amortization expense following intangible asset impairments recognized in the fourth quarter of 2024 and benefits from cost-saving initiatives.
Artificial Lift and Downhole segment - Segment operating income was $11.8 million, or 14.9%, for the three months ended September 30, 2025 compared to $10.8 million, or 12.8%, for the three months ended September 30, 2024. The $1.0 million increase was primarily driven by favorable product mix and benefits from cost-saving initiatives.
Corporate - Selling, general and administrative expenses for Corporate of $8.4 million for the three months ended September 30, 2025 were comparable to $8.4 million for the three months ended September 30, 2024.
Other items not included in segment operating income (loss)
Transaction expenses, gain on sale-leaseback transactions, and gain (loss) on the disposal of assets and other are not included in segment operating income, but are included in total operating income (loss).
Other income and expense
Other income and expense includes interest expense, foreign exchange gains (losses) and other, and loss on extinguishment of debt. We incurred $4.4 million of interest expense during the three months ended September 30, 2025, a decrease of $3.3 million compared to the three months ended September 30, 2024, due to decreased borrowings. See Note 6 Debtfor further details related to debt.
The foreign exchange gains and losses are primarily the result of movements in the British pound, Canadian dollar and Euro relative to the U.S. dollar. These movements in exchange rates create foreign exchange gains or losses when applied to monetary assets or liabilities denominated in currencies other than the location's functional currency, primarily U.S. dollar denominated cash, trade account receivables and net intercompany receivable balances for our entities using a functional currency other than the U.S. dollar.
Taxes
We recorded tax expenseof $10.1 million and $4.6 million for the three months ended September 30, 2025 and 2024, respectively. The income tax expense during the three months ended September 30, 2025 was partially driven by an increase to valuation allowances on certain deferred tax assets. The estimated annual effective tax rates for the three months ended September 30, 2025 and 2024 were impacted by losses in jurisdictions where the recording of a tax benefit is not available. Furthermore, the tax expenseor benefit recorded can vary from period to period depending on the Company's relative mix of earnings and losses by jurisdiction.
Results of operations
Nine months ended September 30, 2025compared with nine months ended September 30, 2024
Nine Months Ended September 30, Change
(in thousands of dollars, except per share information) 2025 2024 $ %
Revenue
Drilling and Completions $ 350,275 $ 359,683 $ (9,408) (2.6) %
Artificial Lift and Downhole 239,324 255,737 (16,413) (6.4) %
Eliminations (325) (13) (312) *
Total revenue 589,274 615,407 (26,133) (4.2) %
Segment operating income
Drilling and Completions 3,099 14,464 (11,365) (78.6) %
Operating margin % 0.9 % 4.0 %
Artificial Lift and Downhole 29,466 36,031 (6,565) (18.2) %
Operating margin % 12.3 % 14.1 %
Corporate (25,628) (22,610) (3,018) (13.3) %
Total segment operating income 6,937 27,885 (20,948) (75.1) %
Operating margin % 1.2 % 4.5 %
Transaction expenses 489 7,728 (7,239) *
Gain on sale-leaseback transactions (11,182) - (11,182) *
Loss on disposal of assets and other 249 107 142 *
Operating income 17,381 20,050 (2,669) (13.3) %
Interest expense 14,054 25,069 (11,015) (43.9) %
Foreign exchange losses (gains) and other, net (5,001) 13,864 (18,865) *
Loss on extinguishment of debt - 2,302 (2,302) *
Total other expense 9,053 41,235 (32,182) (78.0) %
Income (loss) before income taxes 8,328 (21,185) 29,513 139.3 %
Income tax expense 20,060 10,641 9,419 88.5 %
Net loss $ (11,732) $ (31,826) $ 20,094 63.1 %
Weighted average shares outstanding
Basic 12,110 12,287
Diluted 12,110 12,287
Loss per share
Basic $ (0.97) $ (2.59)
Diluted $ (0.97) $ (2.59)
* not meaningful
Revenue
Our revenue for the nine months ended September 30, 2025 was $589.3 million, a decrease of $26.1 million, or 4.2%, compared to the nine months ended September 30, 2024. For the nine months ended September 30, 2025, our Drilling and Completions and our Artificial Lift and Downhole segments comprised 59.4% and 40.6% of our total revenue, respectively, compared to 58.4% and 41.6% of our total revenue, respectively, for the nine months ended September 30, 2024. The overall decrease in revenue is primarily related to the decline in global drilling and completions activity, as well as tariff impacts mainly in our Valve Solutions product line, in 2025 compared to 2024. The changes in revenue by operating segment consisted of the following:
Drilling and Completions segment - Revenue was $350.3 million for the nine months ended September 30, 2025, a decrease of $9.4 million, or 2.6%, compared to the nine months ended September 30, 2024. The decrease from the decline in global drilling and completion activity was partially offset by higher revenue recognized from ROVs and LARS projects and increased coiled line pipe sales due to growing demand in the U.S. and a large offshore project.
Artificial Lift and Downhole segment - Revenue was $239.3 million for the nine months ended September 30, 2025, a decrease of $16.4 million, or 6.4%, compared to the nine months ended September 30, 2024. The decline in revenue was driven by tariff-related impacts on sales volumes for valve products and overall lower market activity. Partially offsetting this decline were higher sales of casing equipment and downstream processing equipment and technologies.
Segment operating income (loss) and segment operating margin percentage
Segment operating income for the nine months ended September 30, 2025 was $6.9 million, a $20.9 million decrease, compared to $27.9 million for the nine months ended September 30, 2024. For the nine months ended September 30, 2025, segment operating margin percentage was 1.2%, compared to 4.5%, for the nine months ended September 30, 2024. Segment operating margin percentage is calculated by dividing segment operating income by revenue for the period. The change in operating income for each segment is explained as follows:
Drilling and Completions segment - Segment operating income was $3.1 million, or 0.9%, for the nine months ended September 30, 2025 compared to $14.5 million, or 4.0%, for the nine months ended September 30, 2024. The $11.4 million decrease in segment operating results was primarily due to inventory write-downs, asset impairments and other costs of $21.1 million related to the Company's strategic decision to consolidate facilities and discontinue certain products. This decrease was partially offset by a reduction in amortization expense following intangible asset impairments recognized in the fourth quarter of 2024.
Artificial Lift and Downhole segment - Segment operating income was $29.5 million, or 12.3%, for the nine months ended September 30, 2025 compared to $36.0 million, or 14.1%, for the nine months ended September 30, 2024. The $6.6 million decrease in segment operating results was primarily driven by lower market activity and unfavorable customer and product mix.
Corporate - Selling, general and administrative expenses for Corporate were $25.6 million for the nine months ended September 30, 2025 compared to $22.6 million for the nine months ended September 30, 2024. This increase was primarily related to higher performance-based incentive compensation costs and one-time professional fees.
Other items not included in segment operating income (loss)
Transaction expenses, gain on sale-leaseback transactions, and gain (loss) on the disposal of assets and other are not included in segment operating income, but are included in total operating income (loss).
Other income and expense
Other income and expense includes interest expense, foreign exchange gains (losses) and other, and loss on extinguishment of debt. We incurred $14.1 millionof interest expense during the nine months ended September 30, 2025, a decrease of $11.0 millioncompared to the nine months ended September 30, 2024, due to decreased borrowings. See Note 6 Debtfor further details related to debt.
The foreign exchange gains and losses are primarily the result of movements in the British pound, Canadian dollar and Euro relative to the U.S. dollar. These movements in exchange rates create foreign exchange gains or losses when applied to monetary assets or liabilities denominated in currencies other than the location's functional currency, primarily U.S. dollar denominated cash, trade account receivables and net intercompany receivable balances for our entities using a functional currency other than the U.S. dollar.
Taxes
We recorded tax expenseof $20.1 million and $10.6 million for the nine months endedSeptember 30, 2025 and 2024, respectively. The income tax expense during the nine months ended September 30, 2025 was partially driven by an increase to valuation allowances on certain deferred tax assets.The estimated annual effective tax rates for the nine months endedSeptember 30, 2025 and 2024 were impacted by losses in jurisdictions where the recording of a tax benefit is not available. Furthermore, the tax expenseor benefit recorded can vary from period to period depending on the Company's relative mix of earnings and losses by jurisdiction.
Liquidity and capital resources
Sources and uses of liquidity
Our internal sources of liquidity are cash on hand and cash flows from operations, while our primary external sources include trade credit, the Credit Facility, and 2029 Bonds. Our primary uses of capital have been for inventory, sales on credit to our customers, maintenance and growth capital expenditures, repurchases of stock and debt repayments. We continually monitor other potential capital sources, including equity and debt financing, to meet our investment and target liquidity requirements. Our future success and growth will be highly dependent on our ability to generate positive operating cash flow and access outside sources of capital.
As of September 30, 2025, we had $42.8 million of borrowings under our revolving Credit Facility and $100.0 million principal amount of the 2029 Bonds outstanding. See Note 6 Debtfor further details related to the terms for our debt arrangements.
As of September 30, 2025, we had cash and cash equivalents of $31.7 million and $85.7 million of availability under the Credit Facility. We anticipate that our future working capital requirements for our operations will fluctuate directionally with revenues. Furthermore, availability under the Credit Facility will fluctuate directionally based on the level of our eligible accounts receivable and inventory subject to applicable sublimits. In addition, we expect total 2025 capital expenditures to below $10.0 million, primarily for replacement of end of life machinery and equipment.
We expect our available cash on-hand, cash generated by operations, and estimated availability under the Credit Facility to be adequate to fund current operations for at least next 12 months and for the foreseeable future. In addition, based on existing market conditions and our expected liquidity needs, among other factors, we may use a portion of our cash flows from operations, proceeds from divestitures, securities offerings or other eligible capital to reduce outstanding debt or repurchase shares of our common stock under our repurchase program.
In December 2024, our board of directors approved a program for the repurchase of outstanding shares of our common stock with an aggregate purchase amount of up to $75.0 million. Shares may be repurchased under the program from time to time, in amounts and at prices that the company deems appropriate, subject to market and business conditions, applicable legal requirements and other considerations. During the nine months ended September 30, 2025, we repurchased 966 thousand shares of our common stock for approximately $21.3 million and the remaining authorization under this program is $53.7 million. Subsequent to September 30, 2025, we repurchased approximately 162 thousand shares of our common stock for aggregate consideration of $4.5 million.
Our cash flows for the nine months ended September 30, 2025 and 2024 are presented below (in thousands):
Nine Months Ended September 30,
2025 2024
Net cash provided by operating activities $ 47,965 $ 53,675
Net cash provided by (used in) investing activities 10,284 (155,907)
Net cash provided by (used in) financing activities (72,375) 89,427
Effect of exchange rate changes on cash 1,158 (47)
Net decrease in cash, cash equivalents and restricted cash $ (12,968) $ (12,852)
Net cash provided by operating activities
Net cash provided by operating activities was $48.0 million for the nine months ended September 30, 2025 compared to net cash provided by operating activities of $53.7 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, net working capital provided cash of $18.6 million, compared to providing cash of $30.8 million during the nine months ended September 30, 2024. This decline in operating cash flow was offset by the increase in net income adjusted for non-cash items which provided $29.4 million of cash for the nine months ended September 30, 2025 compared to $22.9 million for the nine months ended September 30, 2024.
Net cash provided by (used in) investing activities
Net cash provided by investing activities was $10.3 million for the nine months ended September 30, 2025, primarily from $14.6 million proceeds from sale-leaseback transactions, offset by capital expenditures of $4.5 million. Net cash used in investing activities was $155.9 million for the nine months ended September 30, 2024, mainly related to the acquisition of Variperm Holdings Ltd. ("Variperm") of $150.4 million and $5.7 million of capital expenditures.
Net cash provided by (used in) financing activities
Net cash used in financing activities was $72.4 million for the nine months ended September 30, 2025 compared to $89.4 million of cash provided by financing activities for the nine months ended September 30, 2024. The change in net cash used in financing activities primarily resulted from $47.6 million in net repayments of the revolving Credit Facility and repurchases of stock of $21.1 million during the nine months ended September 30, 2025. This is compared to $109.0 million in net borrowings on the revolving Credit Facility and $59.7 million proceeds from the second lien seller term loan related to the Variperm acquisition, partially offset by repurchases of our 9.00% Senior Convertible Secured Notes due 2025 ("2025 Notes") of $73.0 million, during the nine months ended September 30, 2024.
Critical accounting policies and estimates
There have been no material changes in our critical accounting policies and estimates during the nine months ended September 30, 2025. For a detailed discussion of our critical accounting policies and estimates, refer to our 2024 Annual Report on Form 10-K. For recent accounting pronouncements, refer to Note 2 Recent Accounting Pronouncements.
Forum Energy Technologies Inc. published this content on October 31, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 31, 2025 at 21:09 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]