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): February 10, 2014
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 (see General Instruction A.2. below):
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 7.01 Regulation FD Disclosure.
On February 3, 2014, Forum Energy Technologies, Inc. (the "Company") issued a press release announcing that Mr. C. Christopher Gaut, the Company's Chairman and Chief Executive Officer, will be presenting at the 2014 Credit Suisse Energy Summit in Vail, Colorado on February 11, 2014.
Materials to be used during Mr. Gaut's presentation are furnished herewith as Exhibit 99.1. The presentation materials will also be available in the Investor Relations section of the Company's website at http://www.f-e-t.com for 30 days following the event.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and will not be incorporated by reference into any filing under the Securities Act of 1933 unless specifically identified therein as being incorporated therein by reference. The Company expressly disclaims any obligation to update the presentation materials or any other information posted on or available through its website, and cautions that the information set forth therein is only accurate as of the date indicated on such materials.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit Title or Description | |
99.1 | Investor Presentation, 2014 Credit Suisse Energy Summit. | |
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 thereunto duly authorized.
FORUM ENERGY TECHNOLOGIES, INC. | ||||
Date: February 10, 2014 | By: | /s/ James L. McCulloch | ||
James L. McCulloch | ||||
Senior Vice President, General Counsel and Secretary | ||||
EXHIBIT INDEX
Exhibit No. | Exhibit Title or Description | |
99.1 | Investor Presentation, 2014 Credit Suisse Energy Summit. | |
Smart Solutions. Powerful Products. Forum Energy Technologies
Smart Solutions. Powerful Products. Confidential Forward Looking Statements The statements made during this presentation, including the answers to your questions, include information that the Company believes to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements involve risk and uncertainties that may cause actual results or events to differ materially from those expressed or implied in such statements. Those risks include, among other things, matters that the Company has described in its earnings release and in its filings with the Securities and Exchange Commission. The Company does not undertake any ongoing obligation, other than that imposed by law, to publicly update or revise any forward-looking statements to reflect future events, information, or circumstances that arise after this presentation. In addition, this presentation contains time sensitive information that reflects management's best judgment only as of the date of this presentation. This presentation may contain Non-GAAP financial measures. A reconciliation to the most directly comparable GAAP measure is included in the appendix to this presentation. A copy of this presentation will be available on our website at www.f-e-t.com for 30 days following the conference. 2
Global oilfield, manufactured products and equipment company Leveraged to attractive secular growth trends ‒ Deepwater / Subsea ‒ Drilling / Well Construction ‒ Production / Completion / Infrastructure Develop strong brands and market position High percentage of revenue from activity-based, consumable products Strong platform for growth from multiple avenues Forum Energy Technologies Strategy Themes 3
4 Markets & Customers Subsea Construction & Development Full Well Cycle Exposure Offshore Construction Upstream, Midstream & Downstream Key Customers & Business Drivers Subsea Activity 20% Valves 15% Drilling Contractors Rig Count 30% Drilling Service Companies E&P Operators Well Count 35% Well Construction & Completion Stimulation & Intervention E&P Operators Production Infrastructure
High percentage of revenue from activity-based, consumable products Purchases often associated with our customers’ operating expense budgets 5 Weighted Towards Consumables Activity-based revenue drivers Consumable Products 53% Other 3% Capital Equipment 44% Percent of 2013 Revenue Downhole Technologies Flow Equipment Valve Solutions Drilling Technologies Subsea Technologies Production Equipment
6 Expansion for Growth Fallbrook Campus Broussard Manufacturing Elmore City Manufacturing Batam Workshop & Warehouse Fallbrook Central Campus, Houston Manufacturing ‒ Drilling, LA ‒ Production Equipment, OK ‒ Dynacon Subsea, TX Distribution ‒ Multi-Product Line, Singapore ‒ Multi-Product Line, Dubai ‒ Subsea, Batam ‒ Davis-Lynch, Houston
7 2014 Objectives Revenue enhancements ‒ Market share gains – international and offshore ‒ New product commercialization • Next generation ROV • Multi-well pad production facility • CT BOP Margin improvement / operational performance ‒ Manufacturing processes ‒ Supply chain efficiencies ‒ Service company growth - 35% in 2013 ‒ Quality management systems ‒ Forecasting accuracy Organizational structure / transitioning ‒ COO ‒ Six SVP’s Complementary acquisition program
8 Next Generation ROV
Focused Acquisition Strategy 9 Global oilfield, manufactured products Leveraged to attractive secular growth trends Strong brand and market position Activity‐based, consumable products High Growth International Expansion
4th Quarter 2013 Results (unaudited) ($ millions) Quarterly Revenue & Adj. EBITDA Margin % Note: EBITDA is a non-GAAP financial measure. See reconciliation of EBITDA to Net Income in the appendix. 10 $373 $368 $390 $394 16.9% 17.3% 20.3% 19.2% 0% 5% 10% 15% 20% 25% $‐ $100 $200 $300 $400 $500 Q1 2013 Q2 2013 Q3 2013 Q4 2013
2014 Product Line 2012 2013 Growth Product Line Drivers Drilling Technologies 434$ 462$ B+V, jackup market, ME & LA, flat US rig count Subsea Technologies 250 316 Deepwater rigs, subsea activity & infrastructure Downhole Technologies 142 162 Footage drilled, international share gains Production Equipment 227 251 Well count, new competitors Valve Solutions 211 211 Pipeline, midstream and downstream expansion Flow Equipment 151 123 Frac demand, stage count Total 1,415$ 1,525$ Product Line Revenue Growth ($ millions) 11
Capitalization Strong balance sheet to support growth initiatives Senior notes offering completed in Q4 2013 $151 million of free cash flow in 2013 12 ($mm) 12/31/13 12/31/12 Capitalization 6.25% Senior unsecured notes due October 2021 403$ ‐$ Senior secured revolving credit facility 108 122 Term loan ‐ 296 Other debt (cap leases, etc.) 2 2 Total debt 513$ 421$ Total equity 1,331$ 1,162$ Total capitalization 1,844$ 1,583$ Less: cash & cash equivalents 40$ 41$ Total net capitalization 1,804$ 1,542$ Credit Statistics Credit rating (S&P / Moody's) BB / Ba3 n/a Net debt 473$ 380$ Net Debt / Capitalization 26% 24% Net debt / EBITDA PF 1.7x 1.3x
Global oilfield, manufactured products and equipment company Leveraged to attractive secular growth trends ‒ Deepwater / Subsea ‒ Drilling / Well Construction ‒ Production / Completion / Infrastructure Develop strong brands and market position High percentage of revenue from activity-based, consumable products Strong platform for growth from multiple avenues 13 Summary Large cap capabilities, small cap growth
Smart Solutions. Powerful Products. Questions?
Subsea 21% Drilling 30% Well Construction & Completion 10% Stimulation & Intervention 8% Production 17% Infrastructure 14% United States 60% Europe Africa 15% Asia Pacific 10% Canada 7% Latin America 4% Middle East 4% Consumable Products 53% Capital Equipment 44% Other 3% Onshore 72% Offshore 28% Sources of Revenue As a percent of 2013 sales Purchase Cycle Well Cycle Onshore / Offshore Geography 15
‐ 200 400 600 800 $‐ $5,000 $10,000 $15,000 $20,000 N o . o f S u b s e a T r e e S t a r t u p s C A P E X ( $ M M ) Subsea Trees Tree Control Pkg Manifolds SPUs No. of Subsea Trees ROV Components Drilling & Subsea Division Subsea Technologies Launch & Recovery Systems Tether Management Systems Largest range of ROVs in industry Perry™ and Sub-Atlantic™ ROV Technology VMax™ Simulation Systems Source: Quest Offshore 16 Subsea Capex ($MM) & Subsea Tree Start‐ups
Subsea Technologies Deployment of the T-1200 Trencher 17
Drilling & Subsea Division Drilling Technologies XL Backsaver P-Quip™ mud pump liner retention system 1,000 ton hydraulic elevator 125 ton air spider Casing slip Drill pipe float valve Mousehole tool Blohm + Voss Oil Tools FLOORHAND™ Wrangler™ Catwalk AMC™ torque machines Offline Activity Crane Merrimac Mud Pump Fluid End Coiled Tubing BOP 18 Drilling Consumable Product SuiteMission Critical Drilling Capital Equipment
Davis-Lynch™ Casing & Cementing Technology Drilling & Subsea Division Downhole Technologies 1) Spears & Associates – 2012 “Oilfield Market Report,” casing hardware market by revenue. Weatherford 39% Halliburton 17% Forum (Davis- Lynch) 11% Top-Co 8% Varel 3% Others 22% 19 Downhole Completion ToolsCannon™ Protection Systems Wireline Composite Frac Plugs Trusted Name in a Consolidated Market1
Production & Infrastructure Division Production Equipment 20 Heater Treater Separators Well Manifold Tanks
Two piece trunnion valves for the shale markets Production & Infrastructure Division Valve Solutions Specified ball valve of choice for the US Strategic Petroleum Reserve Preferred valve supplier to leading Canadian oil sands producers 21
22 Production & Infrastructure Division Flow Equipment 22
Production & Infrastructure Division Global Tubing JV 23
Cris Gaut, Chairman & CEO President (Drilling & Evaluation), CFO – Halliburton Co-COO & CFO – ENSCO Prady Iyyanki, COO President & CEO – GE Turbomachinery Equipment President & CEO – GE Gas Engines Wendell Brooks, President of Production and Infrastructure President & CEO – Allied Technology Group Director Well Support – Wood Group James Harris, Chief Financial Officer CFO – Forum Oilfield Technologies Controller – Baker Hughes Jim McCulloch, General Counsel General Counsel – GlobalSantaFe Senior Management Executive team has an average of 30+ yrs of industry experience 24
Cris Gaut, FET Chairman & CEO ‒ President (Drilling & Evaluation) and CFO – Halliburton ‒ ENSCO Franklin Myers ‒ Chief Financial Officer, Cameron ‒ General Counsel, Baker Hughes Evelyn Angelle, Halliburton ‒ Chief Accounting Officer, Halliburton ‒ Ernst & Young Terence O’Toole, Tinicum ‒ Managing Member, Tinicum Partnership ‒ Goldman, Sachs & Co. David Baldwin, SCF Partners ‒ Managing Director, SCF Partners ‒ Union Pacific Drilling Louis A. Raspino ‒ President & CEO, Pride International ‒ Sr VP & CFO, Grant Prideco John A. Carrig ‒ President & COO, ConocoPhillips ‒ Chief Financial Officer, Conoco Phillips John Schmitz, Select Energy Services ‒ Chairman & CEO, Select Energy Services ‒ HEP Oil Company Mike McShane, Advent International ‒ President & CEO, Grant Prideco ‒ BJ Services Company Andrew L. Waite, SCF Partners ‒ Managing Director, SCF Partners ‒ Simmons & Company ‒ Royal Dutch Shell Board of Directors 25
26 Reconciliation of Non-GAAP Measures Forum Energy Technologies, Inc. Reconciliation of GAAP to non‐GAAP financial information (Unaudited) Actual ($ millions) Q1 2013 Q2 2013 Q3 2013 Q4 2013 FY 2013 FY 2012 EBITDA Reconciliation Net Income attributable to common stockholders 32$ 30$ 33$ 35$ 130$ 152$ Interest expense 3 3 4 8 18 16 Depreciation and amortization 14 14 16 17 61 52 Income tax expense 15 14 14 14 57 71 Contingent consideration expense (benefit) ‐ ‐ ‐ ‐ ‐ (5) Impairment of intangible assets ‐ ‐ ‐ ‐ ‐ 1 Transaction expenses ‐ 2 1 ‐ 3 2 Restructuring charges ‐ ‐ 9 1 10 1 Loss / (gain) on FX, net (1) 1 2 1 3 2 Adj. EBITDA 63$ 64$ 79$ 76$ 282$ 292$