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 15, 2013
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.) | ||
920 Memorial City Way, Suite 1000
Houston, Texas 77024
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 949-2500
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On July 15, 2013, Forum Energy Technologies, Inc. (the "Company") issued press releases announcing earnings expectations for the quarter ended June 30, 2013 and the closing of three acquisitions. Copies of the releases are furnished herewith as Exhibit 99.1 and 99.2, and incorporated herein by reference.
The information contained in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished as an exhibit to this Current Report on Form 8-K:
Exhibit No. | Exhibit Title or Description | |
99.1 | Forum Energy Technologies, Inc. Press Release dated July 15, 2013. | |
99.2 | Forum Energy Technologies, Inc. Press Release dated July 15, 2013. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 15, 2013 | FORUM ENERGY TECHNOLOGIES, INC. | |||
/s/ James L. McCulloch | ||||
James L. McCulloch | ||||
Senior Vice President, General Counsel and Secretary | ||||
Exhibit Index
Exhibit No. | Exhibit Title or Description | |
99.1 | Forum Energy Technologies, Inc. Press Release dated July 15, 2013. | |
99.2 | Forum Energy Technologies, Inc. Press Release dated July 15, 2013. | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Forum Energy Technologies Updates Second Quarter 2013 Guidance
HOUSTON, Texas, July 15, 2013 – Forum Energy Technologies, Inc. (NYSE: FET) announced today that, based on currently available information, the company now expects second quarter 2013 diluted earnings per share to be in the range of $0.32 to $0.34 per share. This is below the company’s previous guidance range of $0.35 to $0.40.
Cris Gaut, Chairman and Chief Executive Officer of Forum commented, “Our second quarter results were roughly flat with our first quarter results as we experienced slack demand for our consumable drilling products and flow equipment products.”
Forum will discuss the final results of the second quarter in detail during its previously announced second quarter earnings conference call on July 26, 2013, beginning at 9:00 a.m. CST.
Forum Energy Technologies, Inc., headquartered in Houston, Texas, is a global provider of manufactured technologies and applied products to the energy industry. Forum’s over 3,500 employees provide the products and technologies essential to solving the increasingly complex challenges of the subsea, drilling, completion, and production sectors of the oil and gas industry. For more information, please visit www.f-e-t.com.
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 future financial position, liquidity and capital resources, operations, performance, acquisitions, returns, capital expenditure budgets, new product development activities, costs 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 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 Securities and Exchange Commission.
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.
Investor Contact
Mark Traylor
Vice President, Investor Relations and Planning
281.368.1108
mark.traylor@f-e-t.com
Media Contact
Donna Smith
Director, Marketing & Communications
281.949.2514
donna.smith@f-e-t.com
Exhibit 99.2
FOR IMMEDIATE RELEASE
Forum Energy Technologies Announces the Acquisition of Moffat 2000 and the Closing of Two Other Acquisitions
HOUSTON, Texas, July 15, 2013 – Forum Energy Technologies, Inc. (NYSE: FET) announced today that it acquired Moffat 2000 Ltd. (“Moffat”), a leading manufacturer of subsea pipeline inspection gauge launching and receiving systems, and subsea connectors. Moffat is based in Newcastle, England.
Cris Gaut, Forum’s Chairman and Chief Executive Officer, commented, “Moffat is a complementary addition to our Subsea Technologies’ product offering. Moffat’s products are key components in subsea pipeline infrastructure projects and are sold to first tier subsea construction companies, which comprise the existing customer base of our remotely operated vehicle business. We see an opportunity to increase Moffat’s revenues by leveraging Forum’s global sales and distribution network and by increasing the product offering to Moffat’s customers for subsea construction projects. We welcome all of the employees of Moffat to the Forum family.”
John Thompson, Managing Director of Moffat, commented, “We believe the acquisition by Forum will facilitate our growth plans globally. We currently deliver approximately 80% of our equipment to Europe, the Middle East and Africa. We realize there are untapped opportunities for us in other geographic areas where Forum has a presence, most notably the Gulf of Mexico, Southeast Asia and Brazil. Moffat has a fantastic workforce that I would like to thank for building our strong reputation for reliable and timely delivery of complex subsea projects. Being part of Forum will provide new opportunities for our employees as Moffat steps up to the next level of growth.”
On July 1, 2013, Forum also closed the previously announced acquisition of Blohm + Voss Oil Tools, and the joint purchase of Global Tubing in partnership with Quantum Energy Partners. The current annualized aggregate operating income contribution to Forum of the three acquisitions is approximately $32 million.
Forum Energy Technologies, Inc., headquartered in Houston, Texas, is a global provider of manufactured technologies and applied products to the energy industry. Forum’s over 3,500 employees provide the products and technologies essential to solving the increasingly complex challenges of the subsea, drilling, completion, and production sectors of the oil and gas industry. For more information, please visit www.f-e-t.com.
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 future financial position, liquidity and capital resources, operations, performance, acquisitions, returns, capital expenditure budgets, new product development activities, costs 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 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 Securities and Exchange Commission.
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.
Investor Contact
Mark Traylor
Vice President, Investor Relations and Planning
281.368.1108
mark.traylor@f-e-t.com
Media Contact
Donna Smith
Director, Marketing & Communications
281.949.2514
donna.smith@f-e-t.com