Exhibit 99.2

Unaudited Pro Forma Condensed Combined Financial Information

Introduction

    On November 1, 2023, Forum Energy Technologies, Inc., a Delaware corporation (“Forum”) and Forum Canada ULC, an Alberta corporation and a wholly owned subsidiary of Forum (the “Purchaser”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with (i) Variperm Holdings Ltd., an Alberta corporation (“Variperm”), (ii) Variperm Energy Services Partnership, an Alberta general partnership (“VES Partnership”), (iii) Jamie Olson, a resident of Alberta (“Olson”), (iv) Elise Robertson, a resident of Alberta (“Robertson”), (v) Slotting RemainCo Limited Partnership, an Alberta limited partnership (“RemainCo” and together with VES Partnership, Olson and Robertson, the “Sellers”), and (vi) VES Partnership in its capacity as the representative of the Sellers. Pursuant to the Purchase Agreement, the Purchaser purchased from the Sellers all of the issued and outstanding common shares of Variperm (the “Transaction”) on January 4, 2024 (the “Closing Date”) and Variperm became a wholly owned subsidiary of the Purchaser.

    The base purchase price for the Transaction was (i) 2.0 million shares of common stock, par value $0.01 per share, of Forum (the “Stock Consideration”) and (ii) an amount of cash equal to $150.3 million (the “Cash Consideration”), subject to customary purchase price adjustments for cash, indebtedness, transaction expenses and working capital as set forth in the Purchase Agreement (collectively, the “Purchase Price”). The Cash Consideration was funded from cash on hand, borrowings under the ABL facility (as defined herein), and the Seller Term Loan (as defined herein) (collectively, the “Debt Financing”).

    The unaudited pro forma condensed combined financial information has been prepared by Forum in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information. The following unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2023 is derived from:

•the historical audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023, included in Forum’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (“SEC”) on May, 2024; and

•the historical audited consolidated financial statements and accompanying notes as of and for the year ended December 31, 2023 of Variperm, incorporated as Exhibit 99.1 herein Forum’s Current Report on Form 8-K.

    The historical financial statements of Forum and Variperm have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give pro forma effect to events which are necessary to account for the Transaction and the Debt Financing, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances. The pro forma balance sheet as at March 31, 2024 and the statement of comprehensive income (loss) for the three months ended March 31, 2024, have not been reflected herein as the Transaction has been reflected in Forum’s Form 10-Q for the quarter ended March 31, 2024 and the activity prior to the acquisition date of January 4, 2024, is immaterial.

    The Transaction is accounted for as a business combination using the acquisition method with Forum assumed as the accounting acquirer in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). Under this method of accounting, the total consideration will be allocated to Variperm’s assets acquired and liabilities assumed based upon their estimated fair values at the Closing Date. The process of valuing the net assets of Variperm at the Closing Date, as well as evaluating accounting policies for conformity, is preliminary. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired, and liabilities assumed was recorded as goodwill. Accordingly, the purchase price allocation reflected in this unaudited pro forma condensed combined financial information is preliminary and represents Forum’s current best estimate of fair value and is subject to revision.

    As a result of the foregoing, the unaudited pro forma condensed combined financial information is based on the preliminary information available and management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed. The actual purchase accounting assessment may vary based on final analyses of the valuation of assets to be acquired and liabilities to be assumed.

    The unaudited pro forma condensed combined financial information and related notes are provided for illustrative purposes only and do not purport to represent what the combined company’s actual results of operations or financial position would have been had the Transaction and the Debt Financing been completed on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position for any future period. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein.

    The following unaudited pro forma condensed combined financial information gives effect to the Transaction and the Debt Financing, which includes adjustments for the following:

•Certain reclassifications and U.S. GAAP adjustments to conform Variperm’s historical financial statement presentation to Forum’s presentation and accounting policies.

•Application of the acquisition method of accounting under the provisions of ASC 805 and to reflect estimated consideration of approximately $194.6 million.

•Proceeds and uses of the drawdown from the Credit Agreement Amendment (as defined herein) and Seller Term Loan (as defined herein) entered in connection with the Transaction; and

•Non-recurring transaction costs in connection with the Transaction.

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Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2023
(in Thousands)
	Forum Energy Technologies, Inc.(Historical) - USD		Variperm Holdings Ltd. - CAD (See Note 3)	Variperm Holdings Ltd. - USD	Transaction Adjustments - USD (See Note 4)	Notes	Financing Adjustments - USD (See Note 4)	Notes	Pro Forma Combined for Transaction and Financing Adjustments - USD
Assets
Current assets
Cash and cash equivalents		46,165	7,186	5,418	(154,474)	A	150,000	I	44,199
					—		(2,910)	I
Accounts receivable—trade, net of allowances		146,747	31,543	23,780	—		—		170,527
Inventories, net		299,639	17,746	13,379	—		—		313,018
Prepaid expenses and other current assets		21,887	2,233	1,683	—		—		23,570
Accrued revenue		1,801	—	—	—		—		1,801
Costs and estimated profits in excess of billings		13,365	—	—	—		—		13,365
Total current assets		529,604	58,708	44,260	(154,474)		147,090		566,480
Property and equipment, net of accumulated depreciation		61,401	27,510	20,740	5,440	B	-		87,581
Operating lease assets		55,399	4,697	3,541	(332)	H	-		58,608
Deferred financing costs, net		1,159	—	—	—		-		1,159
Intangible assets, net		167,970	1,011	762	103,838	C	-		272,570
Goodwill		—	8,975	6,766	32,217	D	-		38,983
Deferred tax assets, net		368	—	—	—		-		368
Other long-term assets		5,160	—	—	—		-		5,160
Total assets		821,061	100,901	76,069	(13,311)		147,090		1,030,909
Liabilities and equity
Current liabilities
Current portion of long-term debt		1,186	—	—	—		2,500	I	3,686
Accounts payable trade		125,918	8,395	6,329	—		-		132,247
Income taxes payable		—	6,148	4,635	—		-		4,635
Accrued liabilities		62,463	2,096	1,580	5,538	E	-		69,581
Deferred revenue		10,551	395	298	—		-		10,849
Billings in excess of costs and profits recognized		4,221	-	-	-		-		4,221
Total current liabilities		204,339	17,034	12,842	5,538		2,500		225,219

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Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2023 (in Thousands)
	Forum Energy Technologies, Inc. (Historical) – USD		Variperm Holdings Ltd. – CAD (See Note 3)	Variperm Holdings Ltd. - USD	Transaction Adjustments - USD (See Note 4)	Notes	Financing Adjustments - USD (See Note 4)	Notes	Pro Forma Combined for Transaction and Financing Adjustments - USD
Long-term debt, net of current portion		129,567	-	-	-		147,500	I	274,157
							(2,910)	I
Deferred tax liabilities, net		940	4,860	3,664	25,058	F	-		29,662
Operating lease liabilities		61,450	2,695	2,032	—		-		63,482
Other long-term liabilities		12,132	—	—	—		-		12,132
Total liabilities		408,428	24,589	18,538	30,596		147,090		604,652
Commitments and contingencies
Equity
Common stock, $ 0.01 par value		109	—	—	20	A	-		129
Additional paid-in capital		1,369,288	4,058	3,059	44,200	A	-		1,413,487
					(3,129)	D	-
					69	G	-
Treasury stock at cost		(142,057)	—	—	—		-		(142,057)
Retained earnings/(deficit)		(699,471)	70,755	53,342	(53,272)	D	-		(730,066)
					(5,538)	E	-
					(25,058)	F	-
					(69)	G	-
Contributed surplus/(deficit)		—	1,499	1,130	(1,130)	D	-		—
Accumulated other comprehensive loss		(115,236)	—	—	—		-		(115,236)
Total equity		412,633	76,312	57,531	(43,907)		—		426,257
Total liabilities and equity		821,061	100,901	76,069	(13,311)		147,090		1,030,909
See accompanying notes to unaudited pro forma condensed combined financial information.

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Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income (Loss)
For the Year Ended December 31, 2023
(in Thousands, except share and per share data)
	Forum Energy Technologies, Inc. (Historical) - USD		Variperm Holdings Ltd. – CAD (See Note 3)	Variperm Holdings Ltd. - USD	Transaction Adjustments - USD (See Note 5)	Notes	Financing Adjustments - USD (See Note 5)	Notes	Pro Forma Combined for Transaction and Financing Adjustments - USD
Revenue	738,864	174,293		129,151	—		-			868,015
Cost of sales	534,711	85,454		63,321	1,677	AA	-			599,709
Gross profit	204,153	88,839		65,830	(1,677)		-			268,306
Operating expenses
Selling, general and administrative expenses	180,389	19,735		14,624	187	AA	-			217,182
					16,108	BB	-
					5,538	CC
					502	DD
					(166)	EE	-
Transaction expenses	2,892	2,534		1,878	—		-			4,770
Loss/(Gain) on disposal of assets and other	156	(28)		(21)	—		-			135
Total operating expenses	183,437	22,241		16,481	22,169		-			222,087
Operating income (loss)	20,716	66,598		49,349	(23,846)		-			46,219
Other expense (income)	—	—		—	—		-			—
Interest expense	18,297	(5)		(4)	—		17,678	GG		36,735
					—		764	GG
Foreign exchange losses (gains) and other, net	10,233	(50)		(37)	—		-			10,196
Total other expense (income)	28,530	(55)		(41)	—		18,442			46,931
Income (loss) before income taxes	(7,814)	66,653		49,390	(23,846)		(18,442)			(712)
Income tax expense	11,062	16,307		12,084	(5,485)	FF	(4,242)	HH		13,419
Net income (loss)	(18,876)	50,346		37,306	(18,361)		(14,200)			(14,131)
Weighted average shares outstanding
Basic	10,212,000			-	-		-			12,212,000
Diluted	10,212,000			-	-		-			12,212,000
Earnings (loss) per share
Basic	$ (1.85)			-	-		-			$	(1.16)
Diluted	$ (1.85)			-	-		-			$	(1.16)
See accompanying notes to unaudited pro forma condensed combined financial information.

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Notes to Unaudited Pro Forma Condensed Combined Financial Information

Note 1. Basis of Presentation

    The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information.

    Forum’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars (“USD”). Variperm’s financial statements were prepared in accordance with Accounting Standards for Private Enterprises in Canada (“ASPE”) and presented in Canadian dollars (“CAD”). The financial information of Variperm has been translated from CAD to USD including certain reclassifications and U.S. GAAP adjustments to conform Variperm’s historical financial statement presentation to Forum’s financial statement presentation.     

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with ASC 805, with Forum assumed as the accounting acquirer and based on the historical consolidated financial statements of Forum and Variperm. Under ASC 805, assets acquired, and liabilities assumed in a business combination are recognized and measured at their assumed Closing Date fair value, while transaction costs associated with a business combination are expensed as incurred. The excess of Transaction consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.

    The Unaudited Pro Forma Condensed Combined Balance Sheet is presented as if the Transaction and the Debt Financing had occurred on December 31, 2023, and the Unaudited Pro Forma Condensed Combined Statements of Comprehensive Income (Loss) for the year ended December 31, 2023, give effect to the Transaction and the Debt Financing as if they occurred on January 1, 2023.

    The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Transaction and integration costs that may be incurred. The pro forma adjustments represent Forum’s best estimates and are based upon currently available information and certain assumptions that Forum believes are reasonable under the circumstances. There are no material transactions between Forum and Variperm during the periods presented.

For purposes of preparing the pro forma financial information, the historical financial information of Variperm and related pro forma adjustments was translated from CAD to USD using the following historical exchange rates:

Closing exchange rate as of December 31, 2023	0.7539
Average exchange rate for the year ended December 31, 2023	0.7410

These exchange rates may differ from future exchange rates which would have an impact on the pro forma financial information and would also impact purchase accounting.

Note 2. Description of the Debt Financing

Seller Term Loan

    Forum entered into the Second Lien Seller Term Loan Credit Agreement (the “Seller Term Loan”) by and among Forum, as borrower, the Sellers and certain of the option holders (as defined in the Purchase Agreement), as lenders (the “Lenders”), and VES Partnership, as administrative and collateral agent for each of the Lenders. Pursuant to the Seller Term Loan, Forum borrowed $60.0 million aggregate principal amount of term loans (the “Term Loans”), which mature in December 2026. The Term Loans bear interest at the rate of (i) 11.0% per year for the period commencing on the Closing Date through the first anniversary of the Closing Date, (ii) 17.0% per annum for the period commencing on the first anniversary of the Closing Date through the second anniversary of the Closing Date and (iii) 17.5% per annum for the period commencing on the second anniversary of the Closing Date through the maturity date. Forum incurred approximately $1.5 million in fees in connection with the Seller Term Loan.

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Credit Agreement Amendment

    Additionally, in connection with the Transaction, Forum entered into an amendment (the “Credit Agreement Amendment”) to the Third Amended and Restated Credit Agreement, dated as of October 30, 2017 (as amended, restated and supplemented or otherwise modified, the “Credit Agreement”), among Forum, as borrower, the other borrowers party thereto, the guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent, and the other parties named therein. Pursuant to the Credit Agreement Amendment, the Credit Agreement (i) was modified to, among other things, (a) permit the incurrence of new secured notes in an amount not to exceed $200.0 million and (b) update the CDOR provisions with Term Canadian Overnight Repo Rate Average (“CORRA”) and (ii) was modified as of the Closing Date, to, among other things, (a) extend the maturity date of the Credit Agreement to September 8, 2028, (b) permit the Transaction, (c) permit the incurrence of the Seller Term Loan in an amount not to exceed $60.0 million, in connection with the consummation of the Transaction, and (d) increase the aggregate revolving commitments from $179.0 million to $250.0 million. The financing commitments under the Credit Agreement (the “ABL facility”) are subject to various customary conditions set forth therein. The unaudited pro forma condensed combined financial information reflects that Forum borrowed $90.0 million under the Credit Agreement in connection with the Transaction. Forum incurred approximately $1.4 million in fees in connection with the Credit Agreement Amendment.

Note 3. Reclassification and U.S. GAAP Adjustments

    During the preparation of this unaudited pro forma condensed combined financial information, management performed a preliminary review of Variperm’s financial information to identify differences in accounting policies compared to those of Forum’s and differences in financial statement presentation compared to the presentation of Forum. At the time of preparing the unaudited pro forma condensed combined financial information, other than the adjustments described herein, Forum is not aware of any other material differences. However, Forum will continue to perform its detailed review of Variperm’s accounting policies, including compliance with U.S. GAAP standards. Upon completion of that review, differences may be identified between the accounting policies of the two companies that when confirmed could have a material impact on the unaudited pro forma condensed combined financial information.

Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2023
(in Thousands)
Forum Energy Technologies, Inc.	Variperm Holdings Ltd.	Historical - CAD	Re- classification Adjustments	Notes	U.S. GAAP Adjustments	Notes	Variperm Holdings Ltd. - CAD
Assets
Current assets
Cash and cash equivalents	Cash	7,186					7,186
Accounts receivable—trade, net of allowances	Accounts receivable	31,543					31,543
Inventories, net	Inventories	17,746					17,746
Prepaid expenses and other current assets	Prepaid expenses and deposits	2,233					2,233
Total current assets		58,708	—		—		58,708
Property and equipment, net of accumulated depreciation	Property and equipment	27,510					27,510
Operating lease assets		—			4,697	(b)	4,697
Intangible assets, net	Intangible assets	1,011					1,011
	Goodwill	8,975					8,975
Total assets		96,204	—		4,697		100,901
Liabilities and equity

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Current liabilities
Accounts payable trade	Accounts payable	8,395					8,395
	Income taxes payable	6,148					6,148
Accrued liabilities	Current portion of long-term lease liability	—			2,096	(b)	2,096
Deferred revenue	Deferred revenue	395					395
Total current liabilities		14,938	—		2,096		17,034
	Future income taxes	4,860	(4,860)	(a)			—
Deferred tax liabilities, net		—	4,860	(a)			4,860
Operating lease liabilities	Operating lease liabilities	—			2,695	(b)	2,695
Total liabilities		19,798	—		4,791		24,589
Equity
Additional paid-in capital	Share capital	4,058					4,058
Retained earnings/(deficit)	Retained earnings	70,849			(94)	(b)	70,755
	Contributed surplus	1,499					1,499
Total equity		76,406	—		(94)		76,312
Total liabilities and equity		96,204	—		4,697		100,901
(a) Reclassification of future income taxes to Deferred tax liabilities, net. (b) Adjustment for recognition of Operating lease assets and lease liabilities in accordance with U.S. GAAP.

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Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income (Loss)
For the twelve months ended December 31, 2023
(in Thousands, except per share amounts)
Forum Energy Technologies, Inc.	Variperm Holdings Ltd.	Historical - CAD	Reclassification Adjustments	Notes	Variperm Holdings Ltd. - CAD
Revenue	Revenue		174,293	(a)	174,293
	Service	164,273	(164,273)	(a)	—
	Product	10,020	(10,020)	(a)	—
Cost of sales	Direct costs	81,687	3,767	(b)	85,454
	Depreciation of property and equipment	4,185	(4,185)	(b)	—
Gross profit		88,421	418		88,839
Operating expenses
Selling, general and administrative expenses	General and administrative expenses	19,121	196	(c)	19,735
			418	(b)
Transaction expenses	Transaction expenses	2,534			2,534
Loss/(Gain) on disposal of assets and other	Gain on disposal of property and equipment	(28)			(28)
Total operating expenses		21,627	614		22,241
Operating income (loss)		66,794	(196)		66,598
Other expense (income)
Interest expense	Interest and fees	(5)			(5)
	Stock-based compensation	196	(196)	(c)	—
	Other (income)/ expense	—			—
Foreign exchange losses (gains) and other, net	Foreign exchange	(50)			(50)
Income (loss) before income taxes		66,653	—		66,653
Income tax expense	Income taxes	16,307			16,307
Net income (loss)		50,346	—		50,346
(a) Reclassificationof revenue bifurcations between Product and Service to Revenue. (b) Reclassification of Depreciation of property and equipment to Cost of sales and Selling, general and administrative expenses. (c) Reclassification of Stock-based compensation to Selling, general and administrative expenses

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Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

Transaction Adjustments

    The Transaction is accounted for using the acquisition method of accounting in accordance with ASC 805, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their Closing Date fair values, with any excess of the consideration transferred over the estimated fair values of the identifiable net assets acquired, if any, recorded as goodwill.

(A) The accounting for the Transaction is based on currently available information and is considered preliminary. The final accounting for the Transaction may differ materially from that presented in this unaudited pro forma condensed combined financial information. The adjustment reflects the impact of the Cash Consideration, the Stock Consideration and all transaction expenses. Refer to the following table for the computation of the preliminary estimated fair value of consideration transferred:

(in thousands, except share count and per share data)
Forum shares issued (1)	2,000,000
Forum common stock price (2)	22.11
Equity portion of consideration	44,220
Cash consideration (3)	154,474
Fair value of consideration transferred	198,694

(1) Forum shares issued for Variperm’s common stock outstanding as defined in the Purchase Agreement.(2) Forum common stock price per share as of January 4, 2024.(3) Cash consideration includes settlement of Variperm’s options that vested and were settled as part of the Transaction and includes cash acquired.

    The following table summarizes the preliminary accounting for the Transaction:

(in thousands)	Fair value*
Cash & cash equivalents	$	5,418
Accounts receivable—trade	23,780
Inventories	13,379
Prepaid expenses and other current assets	4,892
Property and equipment	26,180
Intangible assets	104,600
Total Assets	178,249
Accounts payable - trade	6,329
Income taxes payable	4,635
Accrued liabilities	1,580
Deferred revenue	298
Operating lease liabilities	2,032
Deferred tax liabilities, net	3,664
Net assets acquired	159,711
Goodwill	38,983
Fair value of consideration transferred	$	198,694

*Adjusted for rounding difference

    The determination of the fair value of the identifiable assets of Variperm and the allocation of the estimated consideration to these identifiable assets and liabilities is preliminary and is pending finalization of various estimates, inputs and analyses. The final purchase price allocation will be determined when Forum has completed the detailed valuations and necessary calculations, which will be completed prior to December 31, 2024. The final Transaction consideration allocation may be materially different than that reflected in the

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preliminary estimated Transaction consideration allocation presented herein. Any increase or decrease in fair values of the net assets as compared with the unaudited condensed combined pro forma financial information may change the amount of the total Transaction consideration allocated to goodwill and other assets and liabilities and may impact the combined company statements of comprehensive income (loss) due to adjustments in the depreciation and amortization of the adjusted assets.

(B) Reflects the preliminary estimated fair value adjustment to property and equipment acquired in the Transaction. The fair value of property and equipment is preliminary and subject to change.

The general categories of the acquired identified tangible assets are expected to be the following:

(in thousands)	Useful Life (Average)	Fair value
Leasehold improvements	18	$	773
Mobile equipment	8	1,455
Machinery & equipment	8	23,661
Computer equipment & other	4	133
Construction in progress		158
Total property and equipment acquired		$	26,180

(C) Reflects the preliminary estimated asset fair value adjustment to the identifiable intangible assets acquired, primarily consisting of customer relationships, backlog and tradenames. The fair value of intangible assets is preliminary and subject to change.

The general categories of the acquired identified intangible assets are expected to be the following:

(in thousands)	Useful Life (Average)	Fair value
Customer relationships	8	$	95,000
Backlog	1.5	5,600
Trade names	8	4,000
Total identifiable intangible assets		$	104,600

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(D) Reflects the elimination of Variperm’s historical goodwill and equity and elimination of shares issued by Variperm on accelerated vesting of equity awards upon closing of the Transaction.

(in thousands)	Notes	Fair value
Purchase consideration	A	$	198,694
Historical book value of Variperm equity
Share capital		3,059
Retained earnings		53,342
Contributed surplus		1,130
Elimination of historical goodwill		(6,766)
Estimated fair value adjustment on property and equipment	B	5,440
Estimated fair adjustment on operating lease asset	H	(332)
Elimination of other intangible assets	C	103,838
Preliminary estimate of fair value of identifiable net assets acquired		159,711
Goodwill		38,983
Historical goodwill		(6,766)
Net adjustments		$	32,217

(E) Reflects one-time transaction-related costs of approximately $5.5 million incurred prior to, or concurrent with, the closing of the Transaction including bank fees, legal fees, consulting fees, and other transaction expenses by Forum.

(F) Reflects estimated deferred taxes related to the purchase price allocation and income tax impact effect related to the pro forma adjustments. Tax-related adjustments are based upon a blended statutory tax rate of approximately 23% which represents the adjustment to the deferred tax liability balances associated with the incremental differences in the book and tax basis created from the preliminary purchase price allocation, primarily resulting from the preliminary fair value of intangible assets and property, plant and equipment. The effective tax rate of Forum following the Transaction could be significantly different (either higher or lower) depending on post-acquisition activities, including the geographical mix of income.

(G) Represents the adjustment for equity awards that automatically vest and are settled in common shares by Variperm at the time of the closing of the Transaction.

(H) Reflects adjustment to the operating lease asset on account of unfavorable lease arrangements acquired as part of the Transaction.

Financing Adjustments

(I) Reflects the adjustment to cash in connection with the Seller Term Loan and the ABL facility as follows:

(in thousands)	As of December 31. 2023
Proceeds from the Seller Term Loan and ABL facility (1)	$ 150,000
Payment of financing costs (2)	(1,500)
New deferred debt issuance costs for Credit Agreement Amendment (3)	(1,410)
Pro forma adjustment	$ 147,090

(1) Forum used proceeds from the Debt Financing to pay cash consideration to the Sellers.

(2) Represents the payment of capitalized financing costs incurred related to the Seller Term Loan. The debt issuance costs are included within long-term debt.
(3) Represents additional debt issuance costs incurred for the Credit Agreement Amendment.

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Note 5. Adjustments to Unaudited Pro Forma Condensed Combined Statements of Comprehensive Income (Loss)

Transaction Adjustments

(AA) Represents a net increase in depreciation expense on a straight-line basis of $1.7 million based on the preliminary step-up in fair value of the property and equipment and the related assigned estimated useful life for the year ended December 31, 2023.

(BB) Represents the pro forma adjustment to record amortization expense of $16.1 million for the year ended December 31, 2023 based on the fair value of identified intangible assets.

(in thousands)	Useful Life (Average)	Fair value		Amortization Expense for the Year Ended December 31, 2023
Customer relationships	8	$	95,000	$	11,875
Backlog	1.5	5,600		3,733
Trade names	8	4,000		500
Total identifiable intangible assets		$	104,600	$	16,108

(CC) Reflects estimated nonrecurring transaction-related expenses of $5.5 million incurred by Forum. These nonrecurring expenses are not anticipated to affect the Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income (Loss) beyond twelve months after the Closing Date.

(DD) Represents the adjustment to record the share-based compensation expense related to equity awards that automatically vested and were settled in common shares by Variperm at the Closing Date and restricted stock units provided to Variperm’s employees as an inducement to continue to provide service to Forum following the acquisition.

(EE) Reflects adjustment for amortization of unfavorable lease terms for operating leases acquired as part of the Transaction.

(FF) Reflects estimated income tax impact effect related to the pro forma transaction accounting adjustments. Tax-related adjustments are based upon a blended statutory tax rate of approximately 23% is assumed for the amortization of intangible assets and other pro forma adjustments. The applicable blended statutory tax rates are based on the jurisdictions in which the assets are located and are not necessarily indicative of the effective tax rate of Forum following the Transaction, which could be significantly different depending on post-acquisition activities, including the geographical mix of income.

Financing Adjustments

(GG) Reflects the adjustment to the estimated interest expense to be incurred by Forum as a result of the Seller Term Loan and the ABL facility as follows:

(in thousands)	For the Year Ended December 31, 2023
Interest expense on the Seller Term Loan	$ 10,154
Interest expense on the ABL facility (1)	7,524
Amortization of debt issuance costs related to the Seller Term Loan	482
Amortization of deferred issuance fees on Credit Agreement Amendment (2)	282
Pro forma adjustment	18,442

(1) Represents the estimated interest expense on the ABL facility. An increase/ decrease of 1/8th percent in the interest rate results in an increase or decrease in interest expense, net of $0.2 million for the year ended

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December 31, 2023.
(2) Represents the amortization of deferred issuance on the Credit Agreement Amendment.

(HH) Reflects estimated income tax impact effect related to the pro forma financing adjustments. Tax-related adjustments are based upon a blended statutory tax rate of approximately 23% which is assumed for the amortization of intangible assets and other pro forma adjustments. The applicable blended statutory tax rates are based on the jurisdictions in which the assets are located and are not necessarily indicative of the effective tax rate of Forum following the Transaction, which could be significantly different depending on post-acquisition activities, including the geographical mix of income.

Note 6. Earnings (Loss) Per Share

The following tables set forth the computation of pro forma basic and diluted earnings per share post transaction and financing adjustments for year ended December 31, 2023.

(in thousands, except share and per share data)	For the Year Ended December 31, 2023
Numerator:
Pro forma Net loss attributable to common stockholders	$	(14,131)
Denominator:
Weighted average common shares outstanding:
Basic (1)	12,212,000
Diluted (2)	12,212,000
Pro forma net income per share:
Basic:	$	(1.16)
Diluted:	$	(1.16)
(1) Basic weighted average shares outstanding includes 2.0 million shares of common stock issued as the Stock Consideration of the purchase price.
(2) Diluted weighted average shares outstanding includes 2.0 million shares of common stock issued as the Stock Consideration of the purchase price and the dilutive effect of stock options and restricted stock.

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