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Item 9A. Controls and Procedures

2021-03-02 compared with 2020-02-25 · 63 added, 89 removed, 137 unchanged (53% of the section changed)

9 unchanged sentences

Our internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our management performed an assessment of the overall effectiveness of our internal control over financial reporting as of December 31, 2019 , utilizing the criteria described in the “Internal Control - Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our management performed an assessment of the overall effectiveness of our internal control over financial reporting as of December 31, 2020, utilizing the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has concluded that the Company’s internal control over financial reporting is effective as of December 31, 2020.

Our independent registered public accounting firm, Deloitte & Touche LLP, audited the effectiveness of our internal control over financial reporting as of December 31, 2019 , as stated in their report which appears herein.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Forum Energy Technologies, Incorporated

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Forum Energy Technologies, Incorporated and subsidiaries (the “Company”) as of December 31, 2019 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019 , based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2019 , of the Company and our report dated February 25, 2020 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

February 25, 2020

Attestation Report of the Independent Registered Public Accounting Firm

We are a non-accelerated filer pursuant to Rule 12b-2 of the Exchange Act.

As such, we are not required to obtain an attestation report of our Company's independent registered public accounting firm regarding internal control over financial reporting pursuant to Regulation S-K Item 308(b).

Other information

18 unchanged sentences

Financial Statements filed as part of this report

Index to Consolidated Financial Statements

Index to Consolidated Financial Statements Page

Report of Independent Registered Public Accounting Firm

7 unchanged sentences

Index to Exhibits

Number DESCRIPTION

2.1* Combination Agreement dated July 16, 2010 by and among Forum Oilfield Technologies, Inc., Allied Production Services, Inc., Allied Merger Sub, LLC, Global Flow Technologies, Inc., Global Flow Merger Sub, LLC, Subsea Services International, Inc., Subsea Merger Sub, LLC, Triton Group Holdings LLC, Triton Merger Sub, LLC and SCF-VII, L.P.

3 unchanged sentences

5 to the Registration Statement, filed on March 29, 2012) (File No.

3.2* Amendment to the Third Amended and Restated Certificate of Incorporation of Forum Energy Technologies, Inc., effective November 9, 2020 (incorporated herein by reference to Exhibit 3.1 on the Company’s Current Report on Form 8-K, filed on November 9, 2020 ) .

3.3* Second Amended and Restated Bylaws of Forum Energy Technologies, Inc.

dated April 17, 2012 (incorporated herein by reference to Exhibit 3.1 on the Company’s Current Report on Form 8-K, filed on April 17, 2012) (File No.

Indenture, dated October 2, 2013, among Forum Energy Technologies, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 4, 2013).

4.1* Registration Rights Agreement by and among Forum Energy Technologies and the other parties thereto (incorporated herein by reference to Exhibit B to Exhibit 4.2 to the Registration Statement, filed on August 31, 2011) (File No.

1 unchanged sentence

3 to the Registration Statement, filed on December 29, 2011) (File No.

Form of Note (incorporated herein by reference to Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 4, 2013).

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

4.3* Rights Agreement dated as of April 29, 2020 between Forum Energy Technologies, Inc.

and American Stock Transfer & Trust Company, LLC, as Rights Agent, which includes as Exhibit A the form of Certificate of Designations of Series A Junior Participating Preferred Stock setting forth the terms of the Preferred Stock, as Exhibit B the form of Rights Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Stock.

Pursuant to the Rights Agreement, Rights Certificates will not be mailed until after the Distribution Date (as defined in the Rights Agreement) (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on 8-K, filed on April 30, 2020).

4.4* Rights Plan Amendment, dated as of August 4, 2020, among the Company and American Stock Transfer & Trust Company, LLC.

(incorporated by referenced to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on August 5, 2020).

4.5* Indenture, dated as of August 4, 2020, among the Company, the subsidiary guarantors party thereto and the Trustee and Collateral Agent.

(incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on 8-K, filed on August 5, 2020).

4.6* Form of 9.000% convertible senior secured notes due 2025 (incorporated herein by reference to Exhibit 4.

1 to the Company’s Current Report on 8-K, filed on August 5, 2020).

4.7* Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed Febru a r y 2 5 , 20 20 ) .

10.1* Stock Purchase Agreement between Forum Energy Technologies, Inc.

8 unchanged sentences

Christopher Gaut (incorporated herein by reference to Exhibit 10.2 to the Registration Statement, filed on August 31, 2011) ) (File No.

Employment Agreement dated as of October 25, 2010 between Forum Energy Technologies, Inc.

McCulloch (incorporated herein by reference to Exhibit 10.7 to the Registration Statement, filed on August 31, 2011) ) (File No.

10.8*# Amendment to Employment Agreement dated as of April 12, 2012 between Forum Energy Technologies, Inc.

Christopher Gaut (incorporated herein by reference to Exhibit 10.2 on the Company’s Current Report on Form 8-K, filed on April 17, 2012) (File No.

Amendment to Employment Agreement dated as of April 12, 2012 between Forum Energy Technologies, Inc.

McCulloch (incorporated herein by reference to Exhibit 10.5 on the Company’s Current Report on Form 8-K, filed on April 17, 2012).

10.9*# Employment Agreement, dated February 16, 2018, by and between Forum Energy Technologies, Inc.

29 unchanged sentences

10.23*# Form of Restricted Stock Unit Agreement (Employees and Consultants - Group 2) (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2017).

Form of Restricted Stock Unit Agreement (Employees and Consultants - Group 2) (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2016).

Form of Restricted Stock Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2016).

10.24*# Form of Nonstatutory Stock Option Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2017).

Form of Performance Share Award Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed on May 3, 2016).

Forum Energy Technologies, Inc.

2016 Stock and Incentive Plan (incorporated herein by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed on April 1, 2016).

Form of Restricted Stock Unit Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on November 2, 2016).

Form of Restricted Stock Unit Agreement (Employees and Consultants - Group 1) (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2017).

Form of Nonstatutory Stock Option Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2017).

Form of Performance Share Award Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2017).

10.25*# Amended and Restated Employee Stock Purchase Plan, dated as of July 1, 2017 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 1, 2017).

Form of Restricted Stock Agreement (Directors) (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2018).

10.26*# Form of Restricted Stock Unit Agreement (Directors) (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2018).

10.27*# Form of Restricted Stock Unit Agreement (Employees and Consultants - Group 2) (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2018).

Form of Restricted Stock Unit Agreement (Employees and Consultants - Group 2) (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2018).

10.28*# Form of Nonstatutory Stock Option Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2018).

Form of Performance Share Award Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q, filed on May 2, 2018).

Form of Restricted Stock Agreement (Directors) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2019).

10.29*# Form of Restricted Stock Unit Agreement (Directors) (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2019).

3 unchanged sentences

10.33*# Form of Cash Award Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2019).

Forum Energy Technologies, Inc.

Amended and Restated 2016 Stock and Incentive Plan (incorporated herein by reference to Appendix B to the Company’s Proxy Statement on Schedule 14A filed on April 2, 2019).

10.34*# Severance Agreement dated as of February 15, 2019 between Forum Energy Technologies, Inc.

Ivascu (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q, filed on May 1, 2019).

Purchase and Sale Agreement, dated August 25, 2017, by and among Q-GT (V) Investment Partners, LLC, Forum Energy Technologies, Inc.

and Global Tubing, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 28, 2017).

10.35* Amendment No.

5 unchanged sentences

1 to the Third Amended and Restated Credit Agreement, dated as of February 3, 2020, among Forum Energy Technologies, Inc., the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other borrowers and guarantors party thereto (incorporate herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 5, 2020).

Retirement Agreement dated as of July 31, 2018 between Forum Energy Technologies, Inc.

Harris (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 2, 2018).

10.39*# Form of Restricted Stock Unit Agreement (Gaut) (incorporated herein by reference to Exhibit 10.50 to the Company’s annual Report on Form 10-K, filed on February 28, 2019).

10.40*# Form of Performance Share Award Agreement (Gaut) (incorporated herein by reference to Exhibit 10.51 to the Company’s Annual Report on Form 10-K, filed Februray 28, 2019).

Letter from PricewaterhouseCoopers regarding Change in Certifying Accountant (incorporated herein by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K, filed on March 26, 2019).

10.41*# Form of Restricted Stock Unit Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10.Q , filed on May 8 , 2020 ).

10.42*# Form of Performance Share Award Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q, filed on May 8 , 20 20 ).

10.43*# Form of Stock Appreciation Right Agreement (Employees and Consultants - Group 1) (incorporated herein by reference to Exhibit 10.

3 to the Company’s Quarterly Report on Form 10-Q, filed on May 8, 2020 ).

10.44*# Form of Stock Appreciation Right Agreement (Employees and Consultants - Group 2) (incorporated herein by reference to Exhibit 10.

4 to the Company’s Quarterly Report on Form 10-Q, filed on May 8, 2020 ).

10.45* Credit Agreement Amendment, dated as of August 4, 2020, among the Company, the other borrowers and the guarantors party thereto, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein.

(incorporated by referenced to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 5, 2020).

10.46* Forum Energy Technologies, Inc.

Second Amended and Restated 2016 Stock and Incentive Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement on Schedule 14A filed on April 2, 2020).

10.47* Registration Rights Agreement, dated as of August 4, 2020, among the Company and holders of New Notes party thereto.

(incorporated by referenced to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on August 5, 2020) .

10.48*# Form of Form of Performance Restricted Stock Unit Agreement (Employees and Consultants).

Restricted Stock Unit Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, filed on November 6 , 2020).

10.49*# Form of Special Performance Restricted Stock Unit Agreement (Employees and Consultants) (incorporated herein by reference to Exhibit 10.

5 to the Company’s Quarterly Report on Form 10-Q, filed on November 6, 2020).

21.1** Subsidiaries of Forum Energy Technologies, Inc.

22.1** Subsidiary guarantors of the Company's Convertible Secured Notes due 2025.

23.1** Consent of Deloitte & Touche LLP.

Consent of PricewaterhouseCoopers LLP

31.1** Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

101.INS** XBRL Instance Document.

101.SCH** XBRL Taxonomy Extension Schema Document.

101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB** XBRL Taxonomy Extension Label Linkbase Document.

101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF** XBRL Taxonomy Extension Definition Linkbase Document.

104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

5 unchanged sentences

FORUM ENERGY TECHNOLOGIES, INC.

February 25, 2020

Senior Vice President and Chief Financial Officer

Lyle Williams, Jr.

March 2, 2021 D.

Lyle Williams, Jr.

Executive Vice President and Chief Financial Officer

(As Duly Authorized Officer and Principal Financial Officer)

February 25, 2020

March 2, 2021 By:

/s/ John McElroy

Corporate Controller

Corporate Controller and Principal Accounting Officer

(As Duly Authorized Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Christopher Gaut

President, Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

February 25, 2020

Signature Title Date

Christopher Gaut President, Chief Executive Officer and Chairman of the Board

(Principal Executive Officer) March 2, 2021

Christopher Gaut

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

February 25, 2020

/s/ John McElroy

Corporate Controller

(Principal Accounting Officer)

February 25, 2020

Lyle Williams, Jr.

Executive Vice President and Chief Financial Officer

(Principal Financial Officer) March 2, 2021

Lyle Williams, Jr.

/s/ John McElroy Corporate Controller and Principal Accounting Officer

(Principal Accounting Officer) March 2, 2021

/s/ Evelyn M.

February 25, 2020

/s/ Michael McShane

February 25, 2020

Angelle Director March 2, 2021

Baldwin Director March 2, 2021

Carrig Director March 2, 2021

/s/ Michael McShane Director March 2, 2021

Michael McShane

/s/ Terence O’Toole

February 25, 2020

Terence O’Toole

February 25, 2020

/s/ John Schmitz

February 25, 2020

Raspino Director March 2, 2021

/s/ John Schmitz Director March 2, 2021

/s/ Andrew L.

February 25, 2020

Waite Director March 2, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures