Mark S. Traylor - Vice President-Investor Relations & Planning C. Christopher Gaut - Chairman & Chief Executive Officer Prady Iyyanki - Chief Operating Officer & Executive Vice President James W. Harris - Chief Financial Officer & Senior Vice President.

Jeff Tillery - Tudor, Pickering, Holt & Co. Securities, Inc. Blake Hutchinson - Howard Weil, Inc. J. David Anderson - Barclays Capital, Inc. Rob J. MacKenzie - IBERIA Capital Partners LLC Sean C. Meakim - JPMorgan Securities LLC James Wicklund - Credit Suisse Securities (USA) LLC (Broker) Martin W. Malloy - Johnson Rice & Co. LLC Bradley P.

Handler - Jefferies LLC Robin E. Shoemaker - KeyBanc Capital Markets, Inc. B. Chase Mulvehill - SunTrust Robinson Humphrey, Inc. Brandon B. Dobell - William Blair & Co. LLC.

Good day, ladies and gentlemen, and welcome to Forum Energy Technologies' Second Quarter 2015 Earnings Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session, and instructions will follow at that time. As a reminder, this conference call is being recorded.

I would now like to introduce your host for today's conference, Mr. Mark Traylor, Vice President, Investor Relations. Sir, you may begin..

Thank you, Kaylie. Good morning and welcome to Forum Energy Technologies second quarter 2015 earnings conference call. With us today to present formal remarks is Chris Gaut, Forum's Chairman and Chief Executive Officer, as well as Prady Iyyanki, Chief Operating Officer, and Jim Harris, our Chief Financial Officer.

We issued our earnings release last night, and it is available on our website. The statements made during this conference call, including the answers to your questions, may include 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 we have described in our earnings release and in our filings with the Securities and Exchange Commission.

We do 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 call.

In addition, this conference call contains time-sensitive information that reflects management's best judgement only as of the date of the live call. Management's statements may include non-GAAP financial measures or a reconciliation of these measures, refer to our earnings release. This call is being recorded.

A replay of the call will be available on our website for 30 days following the call. I'm now pleased to turn the call over to Chris Gaut, our Chief Executive Officer.

Chris?.

Thanks, Mark, and good morning. I will start with an overview of our second quarter performance and offer a few thoughts on the outlook for our business. And then I will turn it over to Prady, who will talk about our business improvement and operational excellence initiatives. Jim will then provide more detail on our financial results.

The North American drilling and completions activity this quarter took another big step downward as the average rig count declined 40% in the second quarter, following the 25% decline in the first quarter of this year. The decline in activity was more significant than most everyone had expected going into the second quarter.

Nonetheless, our team at Forum responded by effectively managing our cost structure during this market downturn. Forum's second quarter revenue decreased 18% sequentially as our revenue was closely tied to current drilling and completion activity levels.

We implemented additional cost reduction measures and lowered our operating costs and we were able to hold our EBITDA margins in the mid-teens further demonstrating the scalability of our business. We earned $0.16 per share on an adjusted basis, and EBITDA for the second quarter excluding non-operational items was $41 million.

Our customers' spending levels remain constrained in this lower commodity price environment. Total inbound orders during the second quarter were $198 million, a 31% decrease from the level in the first quarter.

The second quarter book-to-bill ratio was 70% for the company as a whole, 65% for the Drilling & Subsea segment, and 76% for the Production & Infrastructure segment.

Within our Drilling & Subsea segment, the drilling product line experienced lower orders for capital equipment due to lower demand for newbuild rigs, as well as lower orders for handling tools and consumable products due to the reduced number of active rigs in North America and customer destocking.

At our Subsea product line, the second quarter revenue was fairly consistent with the first quarter, and we expect it to remain roughly steady for the remainder of 2015, as we deliver our backlog of work-class remotely-operated vehicles.

We anticipate low orders for newbuild ROVs to continue for the next several quarters, due to the oversupply of offshore construction vessels currently in the marketplace.

The Downhole Technologies product line had a sequential decrease in orders for Davis-Lynch casing and cementing equipment, Composite Frac Plugs and Cannon Protectors, due to the decline in rig count and completions activity.

Moving to our Production & Infrastructure segment, inbound orders decreased by 29% compared to the first quarter as oil and gas companies continued to defer the completion of drilled wells in the United States.

We expect a rebound in orders for our well side production equipment, followed by our pressure pumping consumable products when operators increase the rate of completions from their well inventory.

Our valve product line continues to show fairly steady results due to strong demand in the downstream and petrochemical sectors which offsets upstream weakness. As we look to the third quarter, we expect the industry to bounce along with these low activity levels and the destocking process to continue to run its course.

At Forum, we are aggressively managing our cost structure and looking to maintain EBITDA margins in the low to mid-teens for the third quarter. We expect our third quarter diluted earnings per share to be in the range of $0.08 to $0.13. Although we are driving down our cost structure, we are also investing in the future.

So, let me ask Prady to update you on several of our initiatives. Prady..

new product development and expanding our customer base. During the first half of the year, we have introduced several new products which either expand our product offerings or fill our product gaps. We've identified opportunities in each of our product lines and this will continue to be a focus going forward.

We have also identified several strategic customers where we are leveraging our existing relationships to pull through other Forum products and we've added several customers in various geographies. We continue to gain momentum in this area.

Our decisive actions on cost structure, our offensive plays, our financial strength and our ability to scale our operations will position us to compete well. Our CFO, Jim Harris, will now discuss our financial results in greater detail.

Jim?.

Thank you, Prady, and good morning. I will summarize our quarterly results comparing the second quarter 2015 sequentially with the first quarter 2015.

Consolidated revenue of $284 million for the second quarter was down 18% sequentially as the severe drop in oil prices from mid-2014 has continued to have a significant impact on the spending by our customers across our product lines.

Our Drilling & Subsea segment revenue of $170 million was down 21% on lower volumes of drilling capital equipment and software demand for activity based consumable products across the segment exacerbated by customer destocking.

Our Production & Infrastructure segment generated revenue of $115 million, declining 13% on reduced completions activity in the North American land market, which drove lower sales of our surface production equipment and pressure pumping consumable products.

Net income for the second quarter was $9 million, including $4.2 million in foreign translation losses on the weaker U.S. dollar relative to the British pound and the euro and $2.1 million of restructuring charges associated with actions we took in the quarter to further reduce our cost structure in the face of declining market activity.

Our booked foreign currency translation is different from some other companies report and that most of our non-U.S. subsidiaries employ their local currency as the functional currency for reporting purposes. As a result, we treat both foreign exchange gains and losses as non-operational since they primarily relate to receivables billed in U.S.

dollars by these non-U.S. subsidiaries, and therefore, the gains or losses have no economic impact in dollar terms.

In addition to our direct cost initiatives, preserving our gross margins, we are on track to reduce our SG&A by well more than the targeted $50 million on an annual basis from our 2014 second half run rate, even after making select investments in product development and systems integration.

Operating income, excluding the non-operational items, was $25 million, down $20 million or 46% from the first quarter, with decremental margins of 33% on the reduced revenue. Drilling & Subsea operating income of $18 million was down 46% sequentially on the lower revenue across the segment.

Production & Infrastructure operating income of $14 million was down 27% sequentially, primarily from the decreased shipments of our pressure pumping consumable products and lower demand for surface production processing equipment.

Adjusted EBITDA margins in the second quarter were 14.5%, a decrease of 320 basis points from the prior quarter and in line with our previous guidance for mid-teens margins.

We have taken and we continue to undertake the necessary actions to adjust our cost base in line with our outlook for revenue, which has continued to come down with the declining activity levels. We are now expecting to maintain EBITDA margins in the low to mid-teens due to the loss of operating leverage.

Adjusted diluted earnings per share for the second quarter were $0.16, achieved on the lower-than-expected revenue, but with good and timely cost containment measures throughout the company, and the lower effective tax rate.

Our weighted average diluted share count for the second quarter was 91.9 million shares.Net debt at the end of the second quarter was $380 million, down $4 million from the first quarter as free cash flows slowed to breakeven for the quarter.

We expect free cash flow to increase significantly in the second half of the year as activity levels appear to be bottoming, and we should begin to see reductions in inventory as we have curtailed purchases in line with these lower activity levels. We had only $35 million outstanding on our $600 million revolver at the end of the quarter.

Our leverage ratio at the end of the quarter on a net debt basis was 1.3 times trailing 12 months EBITDA. Our top priority for use of our liquidity remains acquisitions. Interest expense was $7.6 million in the second quarter.

Corporate expenses were $7.8 million, and we expect corporate expenses to be around this level for the remainder of 2015, down about 25% from 2014 after implementing our cost reductions. Capital expenditures were $7.5 million in the quarter.

We held our budget for full year 2015 capital expenditures at approximately $35 million while continuing to make select growth investments. Depreciation and amortization expense was $16.4 million for the quarter and excluding the impact of any additional acquisitions should be approximately $65 million for the full year.

We lowered our estimated annual effective tax rate to 25% from the prior estimate of 27% as we have continued to see a greater decline in U.S. profits relative to our international operations in line with the steeper decline in U.S. activity levels.

As a result, a higher proportion of our earnings are subject to the lower statutory rates in jurisdictions outside the U.S. The 18% effective tax rate reported for the second quarter is attributable to the catch-up of the two percentage point drop in the rate applied to year-to-date earnings.

For more information about our financial results, please review the earnings release on our website. I will now turn the call back over to Chris for concluding remarks and moderating Q&A..

Thanks, Jim. This downturn in our industry has been both swift and steep, as the price of WTI crude is now below $50 per barrel as we know, and the U.S. land rig count is just above 800 active rigs, each down well over 50% from prior year peaks.

Our employees have performed admirably during this severe down-cycle as we adjusted our cost structure and scaled our operations for lower activity levels. I thank them for their sacrifice and tremendous efforts.

As this downturn appears to be nearing a bottom, our focus is on managing our costs and preserving operating margins while improving our operational performance and generating cash to position Forum for growth when the cycle turns.

Given our weighting to short-cycle consumable products, we believe Forum will be among the first to see financial results benefit from an increase in drilling and completion activity. Thanks for your interest. And at this point, we will open the line for questions. Kaylie, let's take the first question..

Thank you. And our first question comes from the line of Jeff Tillery with Tudor, Pickering, Holt. Your line is now open..

Hi. Good morning..

Good morning, Jeff..

Jim, I think you probably answered this in your commentary around margin outlook for the third quarter, but I just want to make sure I understand it. With the mid-teens to – okay, low to mid-teens margin discussion for Q3, it's obviously down versus second quarter. Revenue presumably coming down.

The major influence on margin sequentially, is that just absorptions of volume driven? And then beyond that, could you just give us some color on pricing dynamics for the various product lines?.

Sure. So, Jeff, the main impact on margins in the third quarter will be operating leverage as revenue continues to come down. The exit rate for the rigs at the end of the second quarter was obviously lower than the average, so we expect to have that impact our revenue and our margin in the third quarter.

We will also have the full impact of any pricing concessions that were granted in the earlier parts of the year. As we deliver on those sales, the full impact of those pricing concessions will come in the third quarter. So, both will be driving us into that low to mid-teens..

But, Jeff, I would say the biggest change in our expectations versus three months ago is on activity levels and volume. That's the change..

Sure. And then, Prady gave some examples of what's already transpired from a facility consolidation standpoint.

Could you just talk a little bit about what's going to happen prospectively with some of the internal initiatives, other things we should be watching and paying attention to on, whether it's supply chain or further facility consolidation? Just give us an update on your progress there..

Sure, Jeff. We continue to downsize our operations. We are still not done with the restructuring efforts from a consolidation standpoint.

And as I mentioned in my script, we have implemented lean in one product line, in the production equipment product line, which not only saves us cost, but also improves our cycle time which benefits our customers and we continue to gain momentum on procurement and not buying much but our savings rate from a procurement standpoint is increasing month-over-month, which will just benefit when the activity picks up..

And, Jeff, I would say, another initiative that will really show through in Q3 is free cash flow going up. Clearly, with the kind of accelerated downturn in the second quarter, it was difficult to slow our rate of inbound receipts of goods or procurement as fast as the revenue was coming down.

And so we did not see the benefit of a reduction in inventory in Q2, but we will in Q3 and we expect to see that demonstrated in significant free cash flow in the second half of the year, and that's another major part of our initiatives..

And the other point, Jeff, is, even on SG&A from Q2 to Q3, we are reducing our SG&A quarter-over-quarter from Q2 to Q3..

Would you say, Jim, is our savings in SG&A year-over-year?.

Yeah. So if you compare to where we were at the second half of last year and the run rate that we have today, the savings are approaching $70 million. We're close (21:27) million target because some of those savings are initiatives that I'd call transitory or temporary that we'd expect to take back as activity improves.

But right at the $70 million number..

Thanks..

And the last question I had, just around your sense of customer inventory levels for the various consumable items. I presume that pressure pumpers, it felt like they had the least amount of inventory going into this, but it's also been – they are some of the biggest cash pinch amongst your customers.

Could you discuss what you perceive to be inventories there as well as the drillers?.

Yes. And I think, they are both still in destocking mode. From those – and our customers, as you point out, Jeff, are the contract drillers like service companies' pressure pumpers.

And those service companies that have announced at this point that are in pressure pumping, I think have stated that maintenance of their equipment is lagging, in general, across the industry, which means that without that maintenance taking place, there has clearly been destocking, not much buying going on of the consumable items.

That is not sustainable. You will need to maintain that equipment. And this, as we said, in the prepared remarks, as the level of completion activity picks up, there will need to be more pressure pumping equipment out there working that that will require increased maintenance spend by our customers and will be reflected in our revenue.

An on the drilling side, again, we've seen significant destocking by our customers. We think that that is nearing an end as well, assuming that the rig count doesn't drop further, of course. But if we even just have a flattish rate count here, we think that the destocking there is nearing an end..

Great. Thank you all very much..

Thanks, Jeff..

Thank you. And our next question comes from the line of Blake Hutchinson with Howard Weil. Your line is now open..

Good morning, guys..

Good morning, Blake..

Just around – kind of attached to the earnings guidance, I think if we look at order flow down 30-plus% for another – the second quarter here and think about your margin guidance and bottom-line EPS guidance, it would probably lead us to think that certainly revenue is down double digits 3Q versus 2Q, but not as severe as the matching up to – certainly matching up to order flow.

At this point, I guess we thought you would have run through whatever backlog you began the year with and you mentioned you are still kind of in destocking mode. What's responsible, really? Help us understand what's responsible for kind of the decoupling in order flow versus kind of potential revenue.

Are you saying that the order flow was – the destocking becomes less severe so that comparatively maybe order flow is better in several divisions? Or are you still working through significant backlog? Just trying to help understand the revenue dynamic there..

Right. So, the orders are down, where there's very little in the capital equipment orders side. But we still do have a backlog there. That backlog will continue to be realized during the second half of this year. The orders that we are receiving is reflective of the current buy rate for consumable products primarily, which has been low.

And as we – obviously, as we approach a point where either activity increases or if it doesn't increase, but holds steady, but destocking runs its course, that would increase..

Okay. Great. And then....

Okay....

Yeah. Go ahead..

Go ahead..

And just to be clear, in terms of quarterly order flow, Subsea and Drilling were one and two in terms of decline?.

Yeah. They would be at the higher end – the more capital equipment-oriented businesses are the ones that had the higher declines. And the production equipment would have been in that category as well since that is capital equipment.

But I would also say production equipment then would be one that we would expect to be an early recover as well as begin to be completed. That stuff needs to be ordered kind of in real-time as you begin to complete more wells..

Okay.

And then, just finally again, point of clarification, although the Subsea order flow has retrenched significantly, you haven't experienced anything in the backlog that is deferred or cancelled at this point?.

That's correct..

Okay. Great. Thanks for the time, guys. I'll turn it back..

We have not. Thanks, Blake..

Thank you. Our next question comes from the line of David Anderson with Barclays. Your line is now open..

Hey, Chris. Last quarter, you were talking about kind of on this inventory destocking, you had voiced some hope that you could start seeing, maybe not necessarily an inflection point, but a pickup in, say, the drilling and flow on consumables by the end of the year.

Just wondering, has that view changed at all? Does sub-$50 oil cloud that visibility? How are you thinking about that now?.

Right. So I think it's probably best to kind of apply that to rig count and activity levels. And even though we're at a somewhat lower activity level point now than we were three months ago when I made that statement, personally, my expectation is, if the rig count stays above 800, that we will see the destocking run its course by year-end here.

Now, if oil prices below $50 results in a further deterioration in the rig count, then that would defer that..

Okay..

If there's an increase in activity, it would accelerate it going forward..

No, I think – can you just repeat – you just had a question on the order book there.

On the order book, did you have – have you had any cancellations on the Subsea side on the order book?.

No..

Neither side, okay. That's (28:41) – so how should we think – I know you're not really a backlog company, so to speak.

But how are you thinking about these orders through the rest of the year? I mean, is this sort of kind of flattish from here, your expectation is, and then, pick up in 2016? How should we be – what should we – where should our expectations be around the order side?.

Right. David, I think that we had the most significant decline in activity in the second quarter, right? As I pointed out, the average rig count down 40% in Q2 versus 25% in Q1. And a good amount of our business is kind of book and ship. And it is related to activity levels, but I think also, the direction, the trend in activity levels.

And if we see a flattening in activity here, we do expect that that will result in an increase in orders. Whether that happens in Q2 or – I'm sorry, Q3 or Q4, that's hard to say at this point. But based on flat rig count and flat activity, would expect the destocking to run out and, by year-end, to see orders increase..

Okay. That's helpful. And just the last quick question maybe on the M&A front. You guys have been pretty – obviously, it's been a big part of your growth story.

Are you seeing new – are more opportunities kind of presenting itself? I know typically, you're kind of going after companies – not necessarily broken companies, but you're looking for companies that maybe need some help with growth going forward.

Are you seeing more of these opportunities pick up?.

Yes. We are seeing good opportunities. But it's still not – they're still – the bid-ask spread is an issue. And we do have some things that we're working on. When we've got something to announce and what areas those are in, then we'll be able to talk about it at that point. But I do think there will be good opportunities coming out of this.

We are keeping our liquidity available and prioritized for acquisitions..

Thanks, Chris..

Thanks, David..

And our next question comes from the line of Rob MacKenzie with IBERIA Capital. Your line is now open..

Thank you. Guys, I wanted to dig down into the margin question a little bit further.

Of your two main segments, Drilling & Subsea and P&I, where do you expect to see the greater decrementals in Q3 relative to Q2?.

Yeah. The decrementals that we've experienced so far have been a little higher on the D&S, on the Drilling & Subsea side, and I would say that would continue a little higher there, Rob..

Okay..

And that's operating leverage-driven. We've got the stability in the Valves business, on the Production & Infrastructure side, that helps us..

Okay. That's helpful. And then, going forward here, which do you think, of the sub-product lines, right, clearly, I would expect the most resilient would continue to be Subsea.

From this point forward, where do you see the most risk or the most potential drop in revenue among your sub-product lines?.

Well, the most stable is clearly the Valves business since it's tied to downstream and petrochemicals and less to upstream. We do have the backlog for this year 2015 in the Subsea business. And then our shorter cycle businesses are the ones that are very dependent on activity and very dependent on the activity within the quarter.

And that would include our downhole. Our completions-oriented businesses downhole, flow equipment, well intervention, and the drilling consumable business..

Right.

And my question was which of those do you think is farthest from bottom versus others that are closer to bottom?.

Our Subsea product line has got a pretty good backlog through 2015. But the orders in Subsea on the CapEx side is still a big portion of our CapEx business – of our Subsea business is OpEx, where we will continue to expect bookings and orders. On the CapEx side, we have seen some slowdown and we expect that slowdown for the next few quarters.

So probably Subsea business in 2016, we'll see some slowdown on revenue more than any other product..

The production equipment business, as I mentioned earlier, I think that that one will be an early uptick in orders there. The downhole business, I don't think there's a lot of stocking there either. I think that would be a quick upturn and then – due to (34:04) the relative destocking rates in the pressure pumping companies and the drillers.

A little hard to tell, varies by company. I had thought that pressure pumping would recover before drilling. Now, I don't know about that, so it's a hard one to pick. We're getting conflicting signals on that at this point..

Great. That's all very helpful color. Thank you, gentlemen..

Thank you. Our next question comes from the line of Sean Meakim with JPMorgan. Your line is now open..

Hey. Good morning, guys..

Good morning, Sean..

So you mentioned the slowdown on revenue for Subsea in 2016. How does the margin profile look as ROV backlog starts to roll off next year? In terms of what you think you can kind of just give us a bit of magnitude, whatever you think is reasonable..

So, to the extent we have fewer capital equipment orders for the new ROVs, then the mix within Subsea would shift to more of the aftermarket and to our consumable products, which still have, it would still have good margins. It would just be, volume would be the question there.

But the gross margins in those – in the aftermarket and the associated shorter cycle products is good..

Our OpEx part of the margins for the Subsea business is a lot more profitable than on the CapEx front. So, we do expect our margins to be held from a....

Gross margins..

Gross margins to be held compared (35:59)..

Got it. Okay. That's helpful. And then we've heard from some of your other competitors on new technology, perhaps E&Ps are being more receptive than they have been in prior down cycles. You mentioned that you've been successfully deploying some new technology.

Are you seeing greater uptake? What is – can you give us a little more on what the conversations look like with E&Ps as you're – or I shouldn't say E&Ps, but kind of across your customer base as you're rolling out new products?.

If I pick one product line, let's say, the completion space, we have introduced several product lines just in the completion space. For example, the 518 (36:38) BOP. We just introduced a 3,000-horsepower pump at the OTC. Chris talked about in his script the Core Line Tube (36:48), which is also for onshore and offshore.

We've got customers on both front. And the pipeline for Core Line Tube (36:56) is pretty strong. We're introducing our composite centralizers. We also have a packer for Middle East customers. So, we are taking the opportunity to introduce more products, expand our product portfolio and fill the product gaps. And all these products are competitive.

And the reception has been pretty good. As you know, when you launch a new product, you start with few products to stock with, with a particular customer. And as we execute those products, we get a lot more revenue with the same customers..

And just to add to that, Sean, what I would say, the customers are really looking for is efficiency, helping drive their cost efficiency.

So as we can offer them a product that improves and offers them more efficiency, improves their cost structure and they're all over it, and the power end for pressure pumping that Prady mentioned, lasting longer, good demand there. A more efficient lower-cost downhole tool, good demand there.

So that is the driver for new product uptake for us, is how does it help the efficiency costs for the operator?.

All right. Makes a lot of sense. Thanks, gentlemen..

Our next question comes from the line of Jim Wicklund with Credit Suisse. Your line is now open..

Good morning, guys..

Morning, Jim..

Your lean manufacturing, I think that's fascinating.

How far and to how many lines of your businesses can you take that? And if you can take it into those, what's the impact and the timing of that?.

Yes. Where we have introduced lean early part of this year was in the production equipment product line, as you know, which is a small product line compared to Forum product portfolio. And we plan to introduce the lean across all our global operations.

We expect the cycle time reduction depending on what the product is and what the product line is anywhere from 10% to 40% from a cycle time reductions, which also helps our customers to get the product faster.

And on the cost front, just in the production equipment product line, we're expecting about $3 million of savings this year contingent on some volume. If the volume goes down, obviously, the sales are lower. If the volume becomes higher, the savings are higher. So, there's a lot of opportunity here from a lean standpoint..

And how long would it take you – how long before that's rolled out and you consider that implemented?.

Well, our task is over the next three to four years to implement it across all of our global operations..

Okay..

But as we do with acquisitions too, we'll put them on the lean process..

Excellent. Okay. And my follow-up, if I could, you talk about ROVs and you've got a backlog the rest of this year and next year as a challenge.

On the capital equipment side, ROVs included, when do you need to start picking up orders in order to – I hate the word – but salvage 2016 revenues?.

Well, I think the benefit of Forum is the portfolio of our businesses. So, even if Subsea is down next year, we have the other businesses that are more onshore or other drivers, less capital equipment-oriented to balance that out. So, in terms of me-too, I think we see different timing at different parts of the business balancing that out, Jim..

Okay. Well, that's the benefit of having six legs to a stool..

Well, yeah, I mean, three of those (41:08)..

In terms of acquisitions and because you have six legs to the stool, the number of M&A opportunities to you guys is huge. And part of that depends on size. I understand the bid-ask spread is still wide.

But can you refresh us as to your fairway in terms of size of potential acquisitions that are most likely?.

Yes. So, of the 19 acquisitions we've done for $1 billion, I think that kind of gives you the average size, right? It's around $50 million, but $20 million to $100 million would be the fairway for us, Jim, and occasionally larger than that. But we find we have less competition at that size range. We can get to the companies earlier.

They're maybe not as well – the deals are not as well marketed, and that's where we have had the most success and where we focus our efforts in hunting these things down..

And I would assume that the thinking, by most people I know, still is that the bid-ask spread starts to narrow late this year, early next year?.

Yeah. I think as memories fade as to what sellers thought the value was, it helps. So time is the cure..

Well put. I like that. Okay. Thanks guys..

Thanks, Jim..

Thank you. And our next question comes from the line of Martin Malloy with Johnson Rice. Your line is now open..

Good morning..

Hey, Martin..

Could you talk a little bit about what you're seeing on the order side for your international onshore products and your outlook there?.

Right. So drilling and downhole would be the principal place there as well as some in our Valves business. Valves, steady. And on the drilling side, the drilling international, onshore is actually clearly better than North America, and so, down a bit from last year, but not nearly as much as in North America.

And on the downhole tool side, we just delivered a very nice sizable order for a large international company in the second quarter and I think reflective of some good opportunities, but lumpy ones on the international front in that business..

Okay. And then, with respect to the Subsea segment, I think you've talked about before roughly 50% of your revenues there come from non-new ROV equipment or services, aftermarket tools, et cetera.

Can you talk about how that is going? Is there opportunity to grow that business or are there operators that want to extend the life of the existing ROVs that they have instead of purchasing new ones?.

I mean, the bookings are lower, obviously, compared to 2014. But we expect to maintain that run rate in the second half of plus or minus 10% or 20%.

But the rate of bookings on the OpEx side is not as bad as it is on the CapEx side because on the CapEx side, as we mentioned, we don't expect any lumpy orders for the next two quarters or three quarters..

Okay. Thank you..

Our next question comes from the line of Brad Handler with Jefferies. Your line is now open..

Hi. Thanks. Good morning, guys..

Hey, Brad..

Hey. Could you please speak to what visibility you have into the valves segment for orders? So inquiry levels, are large projects seemingly moving ahead? I have very little insight, so I'd appreciate any thoughts you have in that segment..

Yes. We are seeing more project work in the valves business line now and bidding for more sizable projects. Still a lot of bids out there that we haven't heard on. But that is the case. I think it's the nature of the downstream petrochemical business as opposed to the upstream, which is less project-oriented..

And also, there's the midstream, the gas pipelines, the downstream, the LNG build-up for the natural gas, all that's helping the valve business. And we expect the second half to be as stable as the first half..

From a revenue perspective, right, Prady? Right. Right. Okay..

Yes. Right..

Okay. And....

And so taking cost out of the product line, like all the other product lines, which does help on the operating income from a valves perspective..

Got it. Okay. All right. So, the bidding opportunity is at least stable, if not – well, it's at least stable.

Is that fair? And maybe just to think about it just one step further, is there any detectable shift or are the bidding opportunities a little higher in midstream versus downstream or is it not making distinctions there?.

The upstream, for sure, we are seeing a significant decline..

Sure..

But, again, on the gas pipelines, the downstream and the midstream, it's pretty stable..

All stable? Okay. Thank you. I'll turn it back..

Okay, Brad..

Thank you. Our next question comes from the line of Robin Shoemaker with KeyBanc. Your line is now open..

Thank you. So, Chris, I wanted to ask also about on the international side. We keep hearing about some pretty high activity levels in the Middle East that are sustained this year. So that's not one of your big markets. Obviously, Europe, Africa is the big one for you guys. And I think Middle East has been kind of flat the last couple of years.

But what have you identified possibly in that market that could represent some incremental revenue?.

Right. So keep in mind, Robin, that our customers are service companies and contract drillers. And sometimes, they're buying in other areas to take to the Middle East. So some of the drilling equipment, drilling tools that we sell to a U.S.

drilling contractor or a Canadian onshore drilling contractor may be for rigs that they are taking or building for the Middle East, for instance. And the same for even some of our subsea equipments that we'll sell it or lease it out of Aberdeen that will be used by our customer in the Arabian Gulf or Red Sea or what have you.

Now as per sales directly to NOCs in the Middle East, we are seeing more opportunities there. And I think Forum is now at a point where we can be more competitive with that kind of thing..

Okay. And kind of a broad question, but in the context of this downturn, where it really seems to impact you guys is just on the volume side more than the pricing. So, just wondered if you could comment broadly speaking where you've had to give the greatest discounts and where your overall product pricing has held up maybe the best.

And is it correct to say that the pricing declines maybe have been moderate and this big drop in revenues and operating income is due to the volumes?.

Yes, it is primarily volumes. That's absolutely right, Robin. And the pricing concessions and like everyone has been saying, all the companies, this is a more price competitive downturn than we've seen in the past. So, we're not immune from that.

But it has been much more limited in our case certainly than many other companies, particularly on the service side. An area that we would probably see the most pricing deterioration, as happened back in the last downturn was in the pressure pumping consumables area, fluid ends is an area where there are many suppliers.

It's a pretty generic competitive product and when demand goes down, pricing tends to deteriorate there more than almost all of our other products, I would say, right..

I'll say across the Forum portfolio, single-digits impact of pricing, in some cases double-digits. But as Chris mentioned, the pressure pumping just based on the historic pricing cyclicality we have seen more impact from a pricing standpoint.

Valves is another good product line where it has been very stable and we haven't seen pricing pressure to the extent we've seen in some of the other product lines. But across the Forum portfolio single-digits and in some cases double-digits.

But as we are launching these new products and coming up with solutions, it's offsetting some of the price pressure and also the procurement efforts is also offsetting the price pressure..

Right. Right. Okay. Thank you..

Thanks, Robin..

And our next question comes from the line of Chase Mulvehill with SunTrust. Your line is now open..

Hey. Thanks. Good morning..

Hey, Chase..

So I guess if we think about kind of U.S. onshore activity, how are you planning your business today as it relates to U.S.

onshore activity and are you assuming flat activity from here and then what about the timing and the magnitude of a recovery?.

Yes. We're planning for flat activity, but I would also say that we feel that we've got plenty of inventory to supply our customers for this level of activity. So our procurement is slowing. And we are looking to generate cash from inventory from a planning standpoint. But you can address other parts of that, Prady, in terms of expectations..

So, in North America, as Chris said, we're expecting to kind of rock along the bottom here for a while and have a slower recovery. We would hope to see going into 2016, the rig count pick up some, and we'll benefit from that. We'll likely see some improvement in orders obviously come in sooner than the revenue.

So our expectation would be with the rig count even just coming up moderately, an increase in orders in the late third quarter and in fourth quarter followed by revenue increase in the subsequent quarters..

And a couple of points on that is, as we are adjusting our cost structure to the current market conditions and when the activity picks up, we will get cost leverage. We will not put back the same cost, which we added during the upturn in 2014 primarily because of all the consolidations, the lean and some of the efforts we've got.

What we are planning for the business at the current market conditions from a cost standpoint positioning for when the activity picks up, we will gain on the leverage..

And so incrementals, are you thinking 35% when things recover is a good run rate?.

Yes, our incremental margin should be clearly in the 30%s, yes..

Yes. I'd say it's fair to say a lot of the initiatives that we're putting in now that Prady has talked about, those are obviously aimed at – they save cost in the downturn, but what they really do is set us up nicely for the upturn to have higher incrementals and that's what we're counting on..

Now we will not pull back all the pricing which we lost. We will gain some of the pricing back. But, again, our procurement efforts where the rate is higher, not the dollar value, just because we're not buying much will also give us benefit when the activity picks (55:21)..

...pleased in this downturn we've been able to keep our decrementals at or below our gross margin and then we went to realize those gross margins on an upturn..

Got it. Makes sense. Thanks for the color. And....

Go ahead..

And so one more and sorry to kind of come back to Subsea. I know it's been hit a lot this call. So you basically had $321 million of Subsea revs last year.

But roughly how much of that $321 million is cap equipment related?.

So, last year, at least half of that was capital equipment related, probably a bit more than that. It's been a very good year on ROVs last year..

Okay. All right.

And so if we think of subsea this year, do you think it will be down more or less than 15% as we look at that $321 million from last year?.

Yes. Clearly, we're not getting the orders that we had last year in the subsea business. So, it will tail off this year and tail off more next year. So, yes, I think that their revenues will be down more than 15%, yes..

And then also the OpEx part of it, we saw a decline there, too, just because of the activity in the subsea business..

Yes. Yes. All right. Really appreciate the color. I'll turn it back over..

Thanks, Chase. And Kaylie, I think we've got time for one more question..

Okay. Our last question comes from the line of Brandon Dobell with William Blair. Your line is now open..

All right. Thanks. I'll make it quick.

Has this downturn changed how you guys think about what kinds of M&A targets might make sense or has it opened up different avenues or maybe even closed off avenues for new products that you thought before, you know, was not going to make sense for us to do, but now maybe it does or the opposite meaning we have these, but this downturn is so severe that we're not sure our market position kind of justifies keeping that product line going..

No. I don't think we're rethinking our product lines. We're happy with the product lines we're in. When we think about acquisitions, though, they will need to fit within one of those existing product lines. Our thinking may have changed in the regard that clearly there is more demand by our customers for efficiency.

So products that will help them deliver, get a better results or more cost-effective results for them or for their customers are what we're focusing on.

And then to the extent there's more money being spent in the completion space, which I think will continue, there hasn't been the drive for efficiency in the completion space to say (58:37) there has been in the drilling area. And so that would be a particular focus area for us in our acquisition strategy..

Okay. And then one final quick one.

Assuming the mix of rigs that are working six months or 12 months from now continues to skew towards higher horsepower, more automated, more intelligent, those kinds of things, how does that ongoing switch – and I would imagine that's probably going to be a global phenomenon- how does that look relative to your positioning on the capital equipment or the consumable side for rigs?.

I'd say the most important thing as these rigs become more efficient and drill at a higher footage rate, they are clearly working harder and wearing out more pipe-handling tools, more pump parts, there's more up time on the pumps. And so that is the kind of thing – that service intensity is what drives demand for our products..

Okay. Thanks a lot, guys..

Thank you..

Kaylie, I think that'll wrap it up for us on this call. We appreciate everyone's attention..

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program, and you may all disconnect. Everyone, have a wonderful day..