Flotek Industries
Annual Report 2014

Plain-text annual report

Energy Chemical Technologies Energy Chemical Technologies focus on developing, manufacturing and distributing a wide array of specialty chemicals used in both primary and secondary recovery efforts. Our unique and patented chemistries are used in cementing, stimulation, acidizing, drilling and production. Our best- in-class Complex nano-Fluid® chemistries have been shown to meaningfully increase production and well integrity in unconventional tight gas and oil formations. Moreover, our advanced reservoir modeling capabilities provide tailored chemistry solutions to address clients’ proprietary completion and production challenges. We also provide Logistics Technologies which manage automated material handling, loading facilities and blending capabilities for energy services companies and build bulk storage facilities. Drilling Technologies D r i l l i n g Te c h n o l o g i e s f o c u s o n designing, manufacturing and distributing a diverse inventory of downhole drilling equipment with applications in oil and gas drilling as well as mining, water and industrial drilling applications. In addition, we provide directional drilling telemetry services through our best-in-class Teledrift® technologies. We continue to introduce new product innovations including TelePulse™ and Stemulator®. Flotek’s Technology Portfolio Flotek’s portfolio consists of four primary technology groups: Energy Chemical Technologies; Drilling Technologies; Production Technologies; and Consumer & Industrial Chemical Technologies. Our Energy Chemical Technologies add value in the drilling, completion and production stages of oil and gas wells; our Drilling Technologies provide solutions during the drilling stage of oil and gas wells; and our Production Technologies address a number of production challenges for oil and gas companies. Our diverse mix of products and services touch every stage of the life cycle of a well. Through the acquisition of Florida Chemical, we have added Consumer & Industrial Chemical Technologies which provide cutting-edge, citrus-based chemistry to the flavor, fragrance and industrial services industries. While each technology requires unique technical expertise, all of our technologies share a commitment to our vision to provide best-in-class technology, cutting-edge innovation to address the ever-changing challenges of our customers and exceptional customer service. Consumer and Industrial Chemical Technologies Consumer and Industrial Chemicals Technologies was added with the acquisition of Florida Chemical. The Company is the largest processor of citrus oils in the world. Consumer and Industrial Chemical Technologies designs, develops and manufactures products that are sold to companies in the flavor and fragrance industry and specialty chemical industry. These technologies are used by fragrance companies, and companies providing household and industrial cleaning beverage and food companies, products. Production Technologies Our Production Technologies are focused on assembling, distributing, installing and servicing a broad s p e c t r u m o f p u m p i n g s y s t e m c o m p o n e n t s i n c l u d i n g e l e c t r i c a l s u b m e r s i b l e p u m p s ( E S P s ) , g a s separators and other services that largely support coal bed methane (CBM) production. In addition, our Petrovalve™ p a t e n t e d p r o d u c t i o n v a l v e a n d components are used by a plethora of oil and gas producers in downhole p r o d u c t i o n a s s e m b l i e s . O u r Production Technologies continue to evolve to meet the needs of both maturing oil and natural gas production. Fellow Flotek Shareholder: m On behalf of my colleagues at Flotek Industries I am pleased to report to you on the progress of your Company. By nearly every account, 2014 was an extraordinary year for Flotek as we worked diligently to make a difference for all our shareholders. Record revenue and d income combined with new market opportunities are certainly important attributes of a very successful year for your Company. n That said, while it is simple to measure our success in t dollars and cents, it is the unwavering dedication and effort of the Flotek team of which I am most proud. The day-in and day-out belief by each member of the Flotek team – from Wyoming to Williston, Midland to Marlow and new frontiers beyond our borders – that they can make a difference for all our stakeholders: our clients; our team members and their communities; the environment; and, most importantly, you, our shareholder, is the most important measure of our success. f th While I take this opportunity to share with you Flotek’s achievements in the year just past, I realize there is little time for celebration as the current challenges and our plans to navigate through the tumult are at the forefront of each and every member of the Flotek community. Rest assured, we are prepared for the challenges ahead and believe your Company will emerge as an even stronger leader in oilfield technology as the cycle evolves in the coming months. Such confidence comes from our belief that Flotek remains extremely well positioned as a leader in an energy services renaissance that will be driven by a new wave of technological innovation, focused on customized chemistry that continues to improve production in new and existing wells and is conscious of the importance of environmental stewardship, a sense of obligation to leave the path of energy exploration as untarnished as possible, proving that energy development and environmental principles can coexist. While the path to technological change and innovation may be circuitous and cumbersome, the reward makes the journey not only necessary but incredibly rewarding. I am confident that when the history books are written we will look back on the challenges that are currently before us and understand they made Flotek stronger, providing an opportunity to further sharpen our focus on our core competencies, seek opportunities that exploit and expand our key strengths and gain market share and expand our reputation as a leading innovator of value-added oilfield technologies. That said, we are acutely aware of the cyclical nature of our industry and appreciate that we must live within the realities of our environment. While we are myopically focused on the protection of liquidity and ensuring the preservation of value for our stakeholders, we will also be strategic in our quest to grow our business through smart, tactical investments in our existing businesses as well as extrinsic opportunities that should create long-term value by adding to our world-class technologies. It has often been said, “Those who ignore history are bound to repeat it,” a tenet that is especially prescient at Flotek, especially with those that lived through the chilling days of 2008 and 2009 with your Company. I have pledged since I assumed my role as Flotek’s leader that we would never again put your Company in that financial position (or even close) and I remain committed to that pledge. While we can’t do anything about cyclical lows in activity and commodity prices, we can, have and will make certain we do everything possible to ensure Flotek is one of the strongest oilfield technology companies as we reach the cyclical nadir and begin to accelerate and grow in the future. The most important thing we can do in that regard is make sure that Flotek’s financial position remains strong. I submit to you today that Flotek completed 2014 in its strongest position ever and we continue to work hard to ensure we maintain a sturdy and durable balance sheet even as uncertainty envelopes our industry: • Flotek’s 2014 revenue was $449.2 million, a record for your Company and an increase of over 21% from 2013 results. Income from Operations was nearly $81 million, an increase of approximately 38% from 2013; and Net Income was over $53 million, an increase of nearly 45% from the previous year, all records for your Company. • Flotek’s Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA, a non-GAAP measure of financial performance) for 2014 was over $98 million, an increase of nearly 33% from 2013 levels, another record for Flotek. • Flotek’s balance sheet ended 2014 as strong as it has been in the history of the Company. We ended the year with only $8 million drawn on our credit facility, continued to reduce the balance on our term loan used to finance a portion of our successful acquisition of Florida Chemical Company and, at the same time repurchased over $10 million of our common equity creating additional value for our continuing shareholders. In short, our growth combined with our financial stewardship has afforded Flotek a financial position which many of our oilfield brethren would envy: solid earnings growth, minimal leverage and exceptional liquidity to not only endure the cyclical uncertainty but to thrive as the oilfield navigates through uncertainty toward a new cycle of reasonable growth driven by technology-inspired efficiency. Our commitment to technology and improving the understanding of how that technology – especially customized chemistry – makes better wells is no better demonstrated by our introduction of FracMax™, our patent-pending, cutting-edge software analytical package, last summer. Using data from FracFocus, the national hydraulic fracturing chemical registry, and state oil and gas regulators, FracMax has compiled a database of comprehensive completion inputs and historical production results, allowing the comparison of what chemistries are used in the well completion process and the productivity of those wells. In fact, this data is provided to FracFocus and oil and gas regulators - such as the Texas Railroad Commission or the Kansas Corporation Commission – by the exploration companies, meaning the analysis is based on data that our clients have provided to regulators. The FracMax research staff – as of March, 2015 – has data on over 80,000 wells across the United States and Canada. Employing time-tested statistical analysis, FracMax provides a view inside the impact of using Flotek’s Complex nano-Fluid® completion chemistry in a well. We have long held that the use of CnF® chemistries in well completions provided a significant economic advantage versus common completion chemistries. However, with FracMax, we can validate and quantify the advantage. The result: FracMax indicates that firms that used CnF chemistry in their wells over the course of the past year gained over $8 billion – yes eight billion – in revenue from incremental production (at $60 oil) versus those companies that chose not to invest in advanced, customized chemistry. Over time, 230-plus unique clients have experienced the benefit of our CnF completion chemistries. The data and results from FracMax have provided a significant step forward in proving the efficacy of Flotek’s completion chemistry and were key to the growth in our chemistry business in 2014. In fact, dozens of exploration companies chose to validate CnF chemistries in wells across North America during 2014 with nearly all becoming repeat customers. And, even with the challenging commodity price environment, additional companies start new validation projects every month. In short, FracMax has transformed the competitive landscape and is quickly creating the presumption that CnF should be the default completion chemistry in nearly every well across the country and around the globe. While that doesn’t mean that every exploration company will adopt CnF without further validations, we believe FracMax has fundamentally changed the conversation when presenting Flotek’s suite of advanced completion chemistries. FracMax is another example of Flotek making a difference for its stakeholders, in this case both our clients and our shareholders. Instead of sitting back and waiting for an uncertain future to come to us, Flotek is on tomorrow’s horizon, shaping the future of completion technology, proactively working to create value for clients and shareholders alike. We are committed to these types of technologies and advanced partnerships as we approach the challenges of 2015 and beyond. In fact, FracMax is such an important part of Flotek’s strategy, your Company has personified the technology in the form of Max, the friendly humanoid that graces the cover of this year’s Annual Report. Over the course of the next weeks and months, we will continue to bring Max to life through a series of strategic events. Stay tuned. . .we think there is a pretty good chance that Max will become nearly ubiquitous in the oil patch in the coming year. While FracMax is certainly a highlight of the past twelve months, your Company was busy with a number of other initiatives that we believe added value in the past year and should continue to do so into 2015 and beyond: • Early in 2014, Flotek completed the acquisition of SiteLark, LLC, adding a leading provider of reservoir engineering and modelling services. SiteLark works globally to develop innovative solutions to enrich reservoir simulation models, build predictive models for unconventional gas and performs engineering studies related to fluid characterization, material balance, decline curves and pressure transient analysis. SiteLark also provides proprietary software solutions for the petroleum industry which assists engineers with reservoir simulation, reservoir engineering and waterflood optimization. Founded by Dr. Deepankar “Dee” Biswas, SiteLark also provides engineering services for Enhanced Oil Recovery projects and serves as a provider of in-depth modelling and evaluation services for EOGA, a company acquired by Flotek in 2013 focused on chemistry and polymer solutions for the Enhanced Oil Recovery market. Dee’s work has been instrumental not only in growing our EOR business platform but has been immensely valuable in modelling the impact of Flotek’s chemistries in reservoir systems. “While the path to technological change and innovation may be circuitous and cumbersome, the reward makes the journey not only necessary but incredibly rewarding.” • • In April, Flotek teamed with drilling-fluid guru Tony Rea to purchase intellectual property that expanded the use of Flotek’s CnF into drilling applications. Tony’s decades of experience in drilling fluids has created a series of chemistries that utilize Flotek’s CnF formulations to improve the performance of drilling fluids in a number of conventional and unconventional drilling programs. In partnership with Tony, who signed a long-term consulting agreement with Flotek, we have increased our presence in the drilling fluids market, both domestically and in new international markets. We expect Tony’s knowledge and reputation, combined with our chemistries and research capabilities, to grow meaningfully, even in a more challenging market. In June, Flotek introduced a new set of citrus-based chemistries intended to replace Xylene in oil and gas applications. Flotek’s solvents, based on the Company’s technical grade d-limonene, is a double-bonded hydrocarbon produced from the skins of oranges. Laboratory and commercial validations show that d-limonene – an environmentally safe and renewable compound – is as effective as Xylene and other BTEX-type solvents in eviscerating pollutants that stifle production in oil and gas wells. Xylene – a by-product of crude oil – is a known environmental hazard, a ground water contaminant and suspected of numerous negative impacts on human and animal health. In contrast, the U.S. Food and Drug Administration has determined d-limonene to be Generally Regarded as Safe (“GRAS”) and has been given the “Designated for the Environment” label by the U.S. Environmental Protection Agency. As an agricultural by-product, d- limonene is both sustainable and bio-renewable. Flotek continues to refine and advance this environmentally friendly chemistry and we believe, over time, it will become the preferred solvent in production chemistries. • In October, Flotek announced plans to create a new, re-imagined Research & Innovation Leadership Center. The center will be a 50,000-plus square foot facility located in the Sam Houston Business Park in Northwest Houston. The facility, will combine the Company's applied research and conceptual innovation teams in their development of next-generation chemistries for the oilfield. Our vision is to create a center for chemistry excellence that leverages our world-class scientific talent through state-of-the-art laboratories, provides our customers with an unparalleled tactile experience that literally creates solutions to drilling and production challenges as they watch and allows us to validate the efficacy of our chemistries and communicate the effectiveness with impact. We expect to complete our new facility in late 2015. In addition to these exciting developments, we made key additions to the Flotek leadership team: • • • In January, we added David McMahon to the Flotek team to head the Company’s reimagined Production Technologies division. David spent over two decades in the artificial lift industry with various units of Baker Hughes. David was instrumental in developing Baker Hughes' artificial lift presence in the Williston Basin, one of the most dynamic lift markets in the country. David has already had an impact on the focus of our Production Technologies business, including being the catalyst for our recent acquisition of International Artificial Lift which we believe will be a key growth component of David’s business in the coming months. In April, Flotek appointed Amerr Mahgoub as Vice President, Middle East Business Development. As the leader of Flotek’s Middle Eastern business development and marketing team, Amerr is focused on development of new and existing markets for Flotek. Amerr has over 25 years in the oil patch. Until joining Flotek, Amerr spent his entire career with Schlumberger, concluding his tenure as a key relationship manager between Schlumberger and Saudi Aramco. His understanding of the Middle East and relationship with Aramco have already served Flotek well. In January, 2015 Flotek introduced Stephen A. Marinello, PhD as Director of CnF Applied Technology, a newly created position to counsel Flotek clients on the benefits of CnF and new applications for Flotek’s unique chemistry systems. Steve has spent over two decades exploring and applying new chemistry technologies in the oilfield, including stints in academia and, most recently, as a key member of Shell’s completion team where he was charged with analyzing field performance of mobility enhancement fluids and completion systems. His academic and commercial research focused on completion systems combined with his knowledge of Flotek’s chemistry systems and our SiteLark modelling capabilities is a perfect fit for the Flotek team. Steve will be an integral part of our team that will espouse the benefits of using CnF in well recompletions, a facet of our business we believe will be a major contributor to our success in 2015 and beyond as we continue to emphasize the impact of chemistry in the reservoir. While these initiatives and strategic decisions are important to the success of Flotek, none would have been possible without the 500-plus members of the Flotek team. Too often, annual corporate missives leave the reader to wonder just exactly who really makes things happen at the Company. Let me be crystal clear: the success of Flotek is the result of the hard work and untiring efforts of a group of people who believe they can shape the future. As a leadership team, it is incumbent on us to communicate our vision, challenge the spirit and ensure our team has the tools to exceed even their wildest expectations. In a more challenging environment, it is also incumbent on leadership to make the decisions necessary to ensure the future of the enterprise, balance conservation and opportunity and position the Company appropriately to be prepared to exploit opportunities as the cycle evolves. While those decisions can be difficult, I am certain we have the right people in the right places to maximize our opportunities in this challenging environment. Moreover, we will continue to make strategic investments in technology that will ensure we work smarter and harder to create more efficient outcomes in the coming months. We do believe opportunities will present themselves in many ways, both inside and outside our current footprint. We will continue to be deliberate in evaluating external opportunities, using what we’ve learned in the past year to ensure any transaction provides strategic advantages while, at the same time, is a compelling value for your Company. Moreover, especially in this environment, we will continue to carefully scrutinize the cultural fit of any potential partner to avoid the integration challenges that can result from an uneasy feeling of needing to make something happen when staying the course is the right thing to do. Finally, an important part of a Company’s culture and ethos is giving back. While I am incredibly proud of our commercial success, I am just as proud of Flotek’s decisions to make a difference in the communities we serve. Whether it is our sponsorship of Veterans’ causes, the Red Cross, MD Anderson Children’s Hospital or Eric Dickerson’s efforts to help boys who are growing up without their fathers, Flotek is absolutely committed to giving back, being good stewards of our communities and making a difference in the lives of members of our communities. Without that commitment, our commercial efforts seem less important. Our commitments to our communities give our daily efforts a greater sense of meaning and purpose. That’s what making a difference is all about. As I have mentioned before when I look at my last five years as the leader of your Company, I marvel at how far our team has come in such a short period of time. And, my conclusion at this time last year may be even more appropriate today. If we were able to accomplish so much starting with so little, imagine what we can accomplish with the resources available to Flotek today. That, indeed, is our challenge in the coming year: to harness the resources we have developed to create more opportunities to make a difference for all our stakeholders in the coming months. As I have told the Flotek team in recent weeks, while the challenges and uncertainties in front of us are significant, they pale in comparison to what we faced in 2008 and 2009. Moreover, our team is the most talented in the history of Flotek. Given our track record of addressing, overcoming and excelling during periods of tumult, I am both confident and excited that the best is yet to come for Flotek and its stakeholders, especially you, our shareholders. Finally, I know each of you will join me in acknowledging and thanking Joe Graham, a friend and long-time Flotek team member for his service to your Company. Joe, the controller at CESI, our chemistry research and production subsidiary, from its infancy is retiring this month after a decade-plus of service. While many of you may not have interacted with Joe, his steady demeanor and common-sense approach to the accounting issues of a rapidly growing company kept the Marlow trains running on time. Joe was an integral part of the positive evolution of our chemistry production hub in Marlow and a trusted and reasoned voice in our sometimes frenzied business. Colleagues like Joe are what make Flotek a special place. Thank you, Joe, for your service and for making a difference during your tenure at Flotek. I conclude this year’s missives with the same pledge I have made each year since becoming the President of your Company: Along with all of my colleagues at Flotek, I pledge to you, our shareholders, that everything we do will be based on our belief that it is in the best interest of our stakeholders. First and foremost, we will work tirelessly to add value and continue to earn your trust. In short, we will make a difference. Thank you for your continued interest and support of Flotek. With appreciation, John W. Chisholm Chairman, President and Chief Executive Officer [THIS PAGE INTENTIONALLY LEFT BLANK] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-13270 È ‘ FLOTEK INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 10603 W. Sam Houston Parkway N. #300 Houston, TX (Address of principal executive offices) 90-0023731 (I.R.S. Employer Identification No.) 77064 (Zip Code) (713) 849-9911 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $0.0001 par value Name of each exchange on which registered New York Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark: • • • if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ • whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes È No ‘ • if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘ • whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ (Do not check if a smaller reporting company) Smaller reporting company ‘ • whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2014 (based on the closing market price on the NYSE Composite Tape on June 30, 2014) was approximately $1,527,000,000. At January 16, 2015, there were 53,364,905 outstanding shares of the registrant’s common stock, $0.0001 par value. DOCUMENTS INCORPORATED BY REFERENCE The information required in Part III of the Annual Report on Form 10-K is incorporated by reference to the registrant’s definitive proxy statement to be filed pursuant to Regulation 14A for the registrant’s 2015 Annual Meeting of Stockholders. [THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 6 18 18 19 19 PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 23 24 42 44 81 81 81 PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82 Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82 82 82 82 82 PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83 Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86 i FORWARD-LOOKING STATEMENTS II, instead represent the Company’s This Annual Report on Form 10-K (the “Annual Report”), and in particular, Part Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains “forward-looking statements” within the meaning of the safe harbor provisions, 15 U.S.C. § 78u-5, of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but current assumptions and beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside the Company’s control. The forward-looking statements contained in this Annual Report are based on information available as of the date of this Annual Report. The forward looking statements relate to future industry trends and economic conditions, forecast performance or results of current and future initiatives and the outcome of contingencies and other uncertainties that may have a significant impact on the Company’s business, future operating results and liquidity. These forward- looking statements generally are identified by words “estimate,” such “continue,” “intend,” “expect,” “plan,” “forecast,” “anticipate,” “believe,” as that future guarantees “project” and similar expressions, or future-tense or conditional constructions such as “will,” “may,” the negative “should,” “could” and “would,” or thereof or other variations thereon or comparable terminology. The Company cautions these statements are merely predictions and are not to be performance. of considered Forward-looking statements are based upon current expectations and assumptions that are subject to risks and uncertainties that can cause actual results to differ materially from those projected, anticipated or implied. A detailed discussion of potential risks and uncertainties that could cause actual results and events to differ materially from forward-looking those statements include, but are not discussed in Part I, Item 1A – “Risk Factors” in this Annual Report and periodically in future reports filed with the Securities and Exchange Commission (the “SEC”). limited to, The Company has no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events, except as required by law. ii PART I Item 1. Business. General Flotek Industries, Inc. (“Flotek” or the “Company”) is a global diversified, technology-driven company that develops and supplies oilfield products, services and equipment to the oil, gas and mining industries, and high value compounds to companies that make cleaning products, cosmetics, food and beverages and that are sold in consumer and other products industrial markets. The Company was originally incorporated in the Province of British Columbia on May 17, 1985. In October 2001, the Company moved the corporate domicile to Delaware and effected a 120 to 1 reverse stock split by way of a reverse merger with CESI Chemical, Inc. (“CESI”). Since then, the Company has grown through a series of acquisitions and organic growth. to those reports In December 2007, the Company’s common stock began trading on the New York Stock Exchange (“NYSE”) under the stock ticker symbol “FTK.” Annual reports on Form 10-K, quarterly reports on reports on Form 8-K, and Form 10-Q, current furnished filed or amendments pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, (the “Exchange Act”) are posted to the Company’s website, www.flotekind.com, as soon as practicable subsequent to electronically filing or furnishing to the SEC. Information contained in the Company’s website is not to be considered as part of any regulatory filing. As used herein, “Flotek,” the “Company,” “we,” “our” and “us” refers to Flotek Industries, Inc. and/or the Company’s wholly owned subsidiaries. The use of these terms is not intended to connote any particular corporate status or relationship. Recent Developments In May 2013, the Company acquired Florida Chemical Company, Inc. (“Florida Chemical”) for a total purchase price of $106.4 million. Florida Chemical is one of the world’s largest processors of citrus oils and is a pioneer in solvent, chemical synthesis, and flavor and fragrance applications from citrus oils. Florida Chemical has been an innovator in creating high performance, bio-based products for a variety of industries, including applications in the oil 1 and gas industry. This acquisition brings a portfolio of high performance renewable and sustainable chemistries that perform well in the oil and gas industry as well as non-energy related markets. The acquisition expands the Company’s business into consumer and industrial chemical technologies which provide products for the flavor and fragrance industry and industry. These are used by food and beverage technologies companies, fragrance companies, and companies providing household and industrial cleaning products. chemical specialty the In November 2013, the Company signed a shareholder agreement with Tasneea Oil and Gas Technologies, LLC (“Tasneea”) an Omani Limited Liability Company, to form Omani based Flotek Gulf, LLC (“Flotek Gulf”) and Flotek Gulf Research, LLC (“Flotek Gulf Research”). During the fourth quarter of 2014, Flotek and Tasneea transferred initial capital into Flotek Gulf and Flotek Gulf Research. Flotek Gulf and Flotek Gulf Research will develop and market specialty chemistries for the oil and gas industry throughout the Middle East and North Africa. In the coming year, Flotek Gulf expects to construct a manufacturing facility designed to produce chemical products including Flotek’s patented and proprietary products for distribution throughout the region. In January 2014, the Company acquired 100% of the membership interest in Eclipse IOR Services, LLC (“EOGA”), a leading Enhanced Oil Recovery design and injection firm. The Company paid $5.3 million, net of cash received, in cash consideration and 94,354 shares of the Company’s Common Stock. EOGA’s enhanced oil recovery processes and its use of polymers to improve the performance of EOR projects has been combined with the Company’s existing EOR products and services. stock. In April 2014, the Company acquired 100% of the membership interests in SiteLark, LLC (“SiteLark”) for $0.4 million and 5,327 shares of the Company’s reservoir common engineering and modeling services for a variety of hydrocarbon include proprietary software which assists engineers with engineering and reservoir waterflood optimization. applications. simulation, reservoir SiteLark provides services Its the Company launched its patent In May 2014, pending FracMaxTM software technology that allows the Company to quantitatively demonstrate the the benefits associated with the use of Company’s patented and proprietary Complex nano FluidTM chemistries. The Company has integrated the use of the FracMaxTM software technology into its sales and marketing activities resulting in a significant increase in interest in the Company’s Complex nano-FluidTM chemistries. Description of Operations and Segments 20 operates domestic over and Flotek in international markets, including the Gulf Coast, Southwest, West Coast, Rocky Mountains, Northeastern and Mid-Continental regions of the United States (the “U.S.”), Canada, Mexico, Central America, South America, Europe, Africa, Middle East, Australia and Asia-Pacific. Chemical Technologies, The Company has four strategic business segments: Energy Chemical Technologies, Consumer and Industrial Drilling Technologies and Production Technologies. The Company offers competitive products and services derived from technological advances, some of which are patented, that are reactive to industry demands and international markets. in both domestic Financial information about operating segments and geographic concentration is provided in Note 17 – “Segment and Geographic Information” and in Part II, and “Financial Supplementary Data” in this annual report. Statements Item 8 – Information about the Company’s four operating segments is below. Energy Chemical Technologies segment The Energy Chemical Technologies designs, develops, manufactures, packages and markets chemicals for use in oil and gas (“O&G”) well drilling, cementing, completion, stimulation and production activities designed to maximize recovery in both new and mature fields, including enhanced and improved oil recovery markets. These specialty chemicals possess enhanced performance characteristics and are manufactured to withstand a broad range of downhole pressures, temperatures and other well-specific conditions to be compliant 2 and enhancement with customer specifications. This segment has two operational laboratories: (1) a technical services laboratory and (2) a research and innovation laboratory. Each focuses on design improvements, development and viability testing of new chemical formulations, of continued existing products. Chemicals branded Complex nano-Fluid® technologies (“CnF® products”) are patented both domestically and internationally and are proven strategically cost-effective performance additives within both oil and natural gas markets. The CnF® products mixtures are environmentally friendly, stable mixtures of oil, water and surface active agents which organize molecules into nano structures. The combined advantage of solvents, surface active agents and water and the resultant nano structures improves well treatment results as compared to the independent use of solvents and surface active agents. CnF® products are composed of renewable, plant derived, cleaning ingredients and oils that are certified as biodegradable. Certain CnF® products have been approved for use in the North Sea, which has some of the most stringent oil field environmental standards in the world. CnF® chemistries have also helped achieve improved operational and financial results for the Company’s customers in low permeability sand and shale reservoirs. The Logistics division of the Company’s Energy Chemical Technologies segment designs, operates and manages automated bulk material handling and loading facilities. The bulk facilities handle dry cement and additives for oil and natural gas well cementing, and supply materials used in oilfield operations. its patent segment launched pending The FracMaxTM software technology in 2014. The FracMaxTM application is an innovative software technology to quantitatively demonstrate the benefits associated with the use of the segment’s patented and proprietary Complex nano-Fluid® chemistries. the Company allows that Consumer and Industrial Chemical Technologies and Industrial Consumer The Chemicals Technologies (“CICT”) segment, was added in conjunction with of Florida Chemical in May 2013. This segment sources citrus oil domestically and internationally and is one of the largest processors of citrus oils in the world. acquisition the Products produced from processed citrus oil include (1) high value compounds used as additives by companies in the flavors and fragrances markets and (2) environmentally friendly chemicals for use in the oil & gas industry and numerous other industries around the world. The CICT segment designs, develops and manufactures products that are sold to companies in the flavor and fragrance industry. These industry and specialty chemical technologies are used within food and beverage, fragrance, and household and industrial cleaning products industries. Drilling Technologies The Drilling Technologies segment is a leading provider of downhole drilling tools for use in oilfield, mining, water-well and industrial drilling activities. This segment manufactures, rents, sells, inspects and assembles specialized equipment used in drilling, completion, production, and work-over activities. Established tool rental operations are strategically located throughout the United States (the “U.S.”) and in a number of international markets. Rental include stabilizers, drill collars, reamers, wipers, jars, shock subs, wireless survey, measurement while drilling (“MWD”) and mud-motors. tools tools, Equipment includes mining primarily equipment, cementing accessories and drilling motor components. The Company remains focused on product marketing for this segment in all regions of international markets through both direct and agent-based sales. the U.S., as well as in select Stemulator® sold tools Production Technologies The Production Technologies segment provides pumping system components, electric submersible pumps (“ESPs”), gas separators, production valves, and complementary services. These artificial lift products satisfy the requirements of traditional oil and natural gas production and coal bed methane markets by assisting natural gas, oil and other fluids movement from the producing horizon to the surface. Patented products within the Company’s pumping PetrovalveTM product efficiency in horizontal well completions as well as in heavy oil wells and wells with high liquid to gas ratios. PetrovalveTM products placed horizontally increase flow per stroke and eliminate gas locking of traditional ball and seat valves that traditionally require more maintenance. The patented gas optimize line separation technology is particularly effective in coal bed methane production, efficiently separating gas and water downhole as well as ensuring solution gas is not lost in water production. The Company’s products are sourced internationally and domestically, assembled at domestic locations and distributed globally. Seasonality certain working Overall, operations are not significantly affected by seasonality. While capital components build and recede throughout the year in conjunction with established purchasing and selling cycles that can impact operations and financial position, these cycles have not been significant to date. The performance of certain services within each of is susceptible to both weather and naturally occurring phenomena, limited to the following: the Company’s segments, however, including, but not ‰ ‰ ‰ ‰ ‰ and severity duration the of winter temperatures in North America, which impacts natural gas storage levels, drilling activity and commodity prices; the timing and duration of the Canadian spring thaw and resulting restrictions that impact activity levels; the timing and impact of hurricanes upon coastal and offshore operations; certain Federal land drilling restrictions during identified breeding seasons of protected bird species in key Rocky Mountain coal bed methane producing regions. These restrictions generally have a negative impact on Production Technologies operations in the first or second quarters of the year; and adverse weather impact CICT business unit. in Florida and Brazil can the availability of citrus oils for the Product Demand and Marketing Demand for the Company’s products and services is dependent on levels of conventional and non- conventional oil and natural gas well drilling and production, both domestically and internationally. Products are marketed directly to customers through the Company’s direct sales force and through arrangements. certain Established customer relationships provide repeat sales opportunities within all segments. While the contractual agency 3 Company’s primary marketing efforts remain focused in North America, a growing amount of resources and effort are focused on emerging international markets, especially in the Middle East and North Africa (“MENA”) as well as South In addition to direct marketing and America. relationship also markets products and services through the use of third party agents in Mexico, Central America, South America, Europe, Africa, the Middle East, Australia, and Asia-Pacific. the Company development, Customers and cosmetic cleaning product The Company’s customers primarily include major integrated oil and natural gas companies, oilfield service companies, independent oil and natural gas companies, pressure pumping service companies, international supply chain management companies, national and state-owned oil companies, household companies, and commercial companies, and food fragrance manufacturing companies. For the year ended December 31, 2014, the Company had three customers that accounted for 16%, 7% and 6% of consolidated revenue, respectively. For the years ended December 31, 2013 and 2012, the Company had a single customer that accounted for 16% and 16% of consolidated revenue, In aggregate, the Company’s largest three customers collectively accounted for 29%, 30% and 35% of consolidated ended December 31, 2014, 2013 and 2012, respectively. respectively. revenue years the for Research and Innovation is engaged in research The Company and innovation activities focused on the improvement of existing products and services, the design of reservoir specific, customized chemistries, and the development of new products, processes and services. For the years ended December 31, 2014, 2013 and 2012, the Company incurred $5.0 million, $3.8 million and $3.2 million, respectively, of research and innovation expense. In 2014, research and innovation expense was approximately 1.1% of consolidated revenue. The Company expects that its 2015 research and innovation investment will increase commensurate with the growth of the business. 4 Backlog Due to the nature of the Company’s contractual customer relationships and the way they operate, the Company has historically not had significant backlog order activity. Intellectual Property to have deemed The Company’s policy is to protect its intellectual property, both within and outside of the U.S. The Company pursues patent protection for all products commercial and methods significance and that qualify for patent protection. The decision to pursue patent protection is dependent upon several factors, including whether patent protection can be obtained, cost-effectiveness and alignment with operational and commercial interests. The Company believes its patent and trademark portfolio, combined with confidentiality agreements, trade secrets, proprietary designs, are manufacturing necessary and appropriate to protect its intellectual property and ensure continued strategic advantages. The Company currently has 15 issued patents and over four dozen pending patent applications on various chemical compositions and methods as well as various downhole tools, including its ProSeries™ tools. In addition, the Company also has several and pending trademark registered trademarks applications covering a variety of its goods and services. operational expertise, and Competition upon ability the Company’s The ability to compete in the oilfield services industry and the consumer and industrial markets is dependent to differentiate products and services, provide superior quality and service, and maintain a competitive cost structure. Activity levels in the oil field services industry are impacted by current and expected oil and natural gas prices, vertical and horizontal drilling rig count, other oil and natural gas drilling activity, production levels and customer drilling and production designated capital spending. Domestic and international regions in which Flotek operates are highly competitive. The unpredictability of the energy industry and commodity price fluctuations create both increased risk and opportunity for the services of both the Company and its competitors. Certain oil and natural gas service companies competing with the Company are larger and have access to more resources. Such competitors could be better situated to withstand industry downturns, compete on the basis of price, and acquire and develop new equipment and technologies; all of which could affect the Company’s revenue and profitability. Oil and natural gas service companies also compete for customers and strategic business opportunities. Thus, competition could have a detrimental impact upon the Company’s business. The d-Limonene citrus-based terpene is a major the Company’s CnF® feedstock for many of the Company utilizes In addition, chemistries. sources when it from other natural terpenes is such formulas the efficacy of determines appropriate. The Company is currently examining the potential of varying terpene streams in several proprietary chemistries. It is also assessing the viability of removing trace amounts of “BTEX” (benzene, and xylene) compounds from such terpenes to ensure they meet Flotek’s rigorous environmental standards. ethylbenzene, toluene, solvent and other The Company faces competition from other citrus processors sources. Other terpenes can provide an effective substitute to the Company’s citrus-based terpenes, although, without refinement, are generally of lower quality. Such terpenes can be cheaper than citrus terpenes, but, as noted above, can contain “BTEX” compounds (benzene, toluene, ethylbenzene, and xylenes), and other volatile organic compounds that have varying degrees of toxicity. The Company’s chemistries are intended to replace these undesirable qualities. Management environmental constituents will continue to promote “BTEX” substitutes, which of substitution in ecologically sensitive applications from these competitors. diminishes believes threat that the Raw Materials Materials and components used in the Company’s servicing and manufacturing operations, as well as those purchased for sale, are generally available on the open market from multiple sources. Collection and transportation of raw materials to Company facilities, however, could be adversely affected by extreme weather conditions. Additionally, certain raw materials used by the Chemicals segments are to available from limited sources. Disruptions 5 suppliers could materially impact sales. The prices paid for raw materials vary based on energy, steel, citrus, and other commodity price fluctuations, foreign tariffs, duties on imported materials, currency exchange rates, business cycle position and global demand. Higher prices for chemicals, steel, could adversely contract fulfillments. raw materials sales and other future impact citrus, and The Company is diligent in its efforts to identify alternate suppliers, in its contingency planning for potential supply shortages, and in its proactive efforts to reduce costs through competitive bidding practices. and Production Technologies segments purchase raw from materials and steel on the open market numerous suppliers. When able, the Company uses multiple and both internationally, for all raw materials purchases. The Drilling Technologies domestically suppliers, Drilling Technologies maintains a three to six month supply of mud-motor inventory parts sourced from international and domestic suppliers, and Drilling Technologies and Production Technologies maintain parts necessary to meet forecast demand. The Company’s inventory levels are maintained to accommodate the lead time required to secure parts to avoid disruption of service to customers. Government Regulations The Company is subject to federal, state and local environmental, occupational safety and health laws and regulations within the U.S. and other countries in which the Company does business. The Company strives to ensure full compliance with all regulatory requirements and is unaware of any material instances of noncompliance. In the U.S., the Company must and regulations which include, among others: comply with laws ‰ ‰ ‰ ‰ ‰ the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; the Federal Water Pollution Control Act; the Toxic Substances Control Act; and the Affordable Care Act. In addition to U.S. federal laws and regulations, the Company does business in other countries which have extensive environmental, legal, and regulatory requirements. Laws and regulations strictly govern cost of order to quantify the in property the manufacture, storage, handling, transportation, use and sale of chemical products. The Company evaluates the environmental impact of its actions and remediating attempts contaminated to maintain compliance with regulatory requirements and identify and avoid potential liability. Several products of the Energy Chemicals Technologies’ and Consumer and segments are Industrial Chemical Technologies’ considered hazardous or flammable. In the event of a leak or spill in association with Company operations, the Company could be exposed to risk of material to remediate any cost, net of insurance proceeds, contamination. and claims, litigation From time to time, the Company may be party in including environmental remediation of properties owned or operated. No environmental litigation or claims are currently being litigated. The Company does not expect that costs related to known remediation requirements will have a significant adverse effect on the Company’s consolidated of operations. financial position results or Employees At December 31, 2014, the Company had 561 employees, exclusive of existing worldwide agency relationships. None of the Company’s employees are covered by a collective bargaining agreement and are generally positive. Certain labor international or work arrangements that are contingent upon local work councils or other regulatory approvals. locations relations staffing have Available Information and Website Company’s website at The www.flotekind.com. Annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on accessible is reasonably practicable, Form 8-K and amendments to reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available (see the “Investor Relations” section of the Company’s website), as soon as to electronically filing or otherwise providing reports to the SEC. Corporate governance materials, guidelines, by-laws, and code of business conduct and ethics are also available on the website. A copy of corporate governance materials is available upon written request to the Company. subsequent All material filed with the SEC’s “Public Reference Room” at 100 F Street NE, Washington, DC 20549 is available to be read or copied. Information regarding the “Public Reference Room” can be obtained by contacting the SEC at 1-800-SEC-0330. Further, the SEC maintains the www.sec.gov website, which contains reports and other registrant information filed electronically with the SEC. The 2014 Annual Chief Executive Officer Certification required by the NYSE was submitted on May 13, 2014. The certification was not qualified in any respect. Additionally, the Company has filed all principal executive officer and financial officer certifications as required under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 with this Annual Report. Information with respect to the Company’s executive officers and directors is incorporated herein by reference to information to be included in the proxy statement for the Company’s 2015 Annual Meeting of Stockholders. any changes or The Company has disclosed and will continue to disclose to the Company’s code of business conduct and ethics as well as waivers to the code of ethics applicable to executive management by posting such changes or waivers on the Company’s website. amendments Item 1A. Risk Factors. The Company’s business, financial condition, results of operations and cash flows are subject to various risks and uncertainties. Readers of this report should not consider any descriptions of these risk factors to be a complete set of all potential risks that could affect Flotek. These factors should be carefully information considered together with the other contained in this Report and the other reports and materials filed by us with the SEC. Further, many of these risks are interrelated and could occur under similar business and economic conditions, and the occurrence of certain of them may in turn cause the emergence or exacerbate the effect of others. Such a combination could materially increase the severity of the impact of these risks on our business, results of operations, financial condition, or liquidity. 6 profits, strategic uncertainties. Forward-looking This Annual Report contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995, that involve risks statements and discuss Company prospects, expected revenue, and expenses operational and other activity. Forward-looking initiatives statements also contain suppositions regarding future oil and natural gas industry conditions within both domestic and international market economies. The Company’s results could differ materially from those anticipated in the forward-looking statements as a result of a variety of factors, including risks described below and elsewhere. See “Forward- Looking Statements” at this Annual Report. the beginning of Risks Related to the Company’s Business The Company’s business is dependent upon domestic and international oil and natural gas industry spending. Spending could be adversely affected by industry conditions or by new or increased governmental regulations beyond the Company’s control. and and and gas, natural operating The Company is dependent upon customers’ to make willingness capital expenditures for exploration, development and production of oil and natural gas in both the North American global markets. Customers’ expectations of a decline in future oil and natural gas market prices could curtail spending thereby reducing demand for the Company’s products and Industry conditions are influenced by services. numerous factors over which the Company has no control, including the supply of and demand for oil and international domestic economic conditions, political instability in oil and natural gas producing countries and merger and divestiture activity among oil and natural gas producers. The volatility of oil and natural gas prices and the consequential effect on exploration and production activity could adversely impact the Company’s levels. One indicator of drilling and production spending is fluctuation in rig count which the Company actively monitors to gauge market conditions and forecast product and service demand. A reduction in drilling activity could cause a decline in the demand for, or the price of, the negatively affect some of Company’s services. Domestic and demand for oil and natural gas could also be customers’ products activity and other uniquely affected by public attitude regarding drilling in environmentally sensitive areas, vehicle emissions standards, alternative fuels, taxation of oil and gas, perception of “excess profits” of oil and gas companies, and anticipated changes in governmental regulation and policy. environmental Demand for a significant number of Company products and service is dependent on the level of expenditures within the oil and natural gas industry. If current global economic conditions and the availability of credit worsen or oil and natural gas prices weaken for an extended period of in levels of customers’ expenditures could have a significant adverse effect on revenue, margins and overall operating results. reductions time, customers’ could impact The global credit and economic environment could impact worldwide demand for energy. Crude oil and natural gas prices continue to be volatile. A substantial or extended decline in oil or natural gas prices spending for products and services. Demand for a significant number of the Company’s products and services is dependent upon the level of expenditures within the oil and gas industry for exploration, development and production of crude oil and natural gas reserves. Expenditures are sensitive to oil and natural gas prices, as well as the industry’s outlook regarding future oil and natural gas prices. Increased competition could also exert downward pressure on prices charged for Company products and services. Volatile economic conditions could exploration and production weaken customer expenditures, for Company products and services and a significant adverse effect on the Company’s operating results. It is difficult to predict the pace of any industry growth, the direction of oil and natural gas prices, whether the economy will worsen, and to what extent these conditions could affect the Company. demand reduced causing Reduced cash flow and capital availability could the financial condition of the adversely impact in Company’s customers, which could result customer or project modifications, cancellations, general business disruptions, and delay in, or nonpayment of, amounts that are owed to the Company. This could cause a negative impact on the Company’s results of operations and cash flows. delays 7 If certain of the Company’s suppliers were to experience significant cash flow constraints or become insolvent as a result of such conditions, a reduction or interruption in supplies or a significant increase in the price of supplies could occur, and adversely of operations and cash flows. the Company’s impact results The price for oil and natural gas is subject to a variety of factors, including: • • • • • • • • • • and general demand for energy reactive to worldwide population growth, economic development and business economic conditions; the ability of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels; production of oil and gas by non-OPEC countries; availability and quantity of natural gas storage; import volume and pricing of Liquefied Natural Gas; pipeline capacity to critical markets; political and economic uncertainty and socio- political unrest; cost of exploration, production and transport of oil and natural gas; technological consumption; and weather conditions. impacting energy advances The Company’s revolving credit facility and term loan have variable interest that could increase. rates At December 31, 2014, the Company had a $75 million revolving credit facility commitment, of which $8.5 million was drawn. The interest rate on advances under the revolving credit facility varies based on the level of borrowing. Rates range (a) between PNC Bank’s base lending rate plus 0.5% to 1.0% or (b) between the London Interbank Offered Rate (LIBOR) plus 1.5% to 2.0%. PNC Bank’s 3.25% at December 31, 2014. The Company is required to pay a monthly facility fee of 0.25% on any unused amount under the commitment based on daily averages. The current credit facility remains in effect until May 10, 2018. rate was lending base credit revolving The Company borrowed $50.0 million under a term loan on May 10, 2013. The interest rate on the term loan varies based on the level of borrowing under range the (a) between PNC Bank’s base lending rate plus 1.25% to 1.75% or (b) between the London Interbank Lending Rate (LIBOR) plus 2.25% to 2.75%. PNC Bank’s base lending rate was 3.25% at December 31, 2014. At December 31, 2014, $35.5 million was outstanding under the term loan. facility. Rates There can be no assurance that the revolving credit facility and the term loan will not experience significant interest rate increases. Network disruptions, security threats and activity related to global cyber crime pose risks to our key operational, communication systems. reporting and of its for operations. Failures The company relies on access to information or systems interference with access to these systems, such as network communications disruptions could have an adverse effect on our ability to conduct operations or directly impact consolidated reporting. Security breaches pose a risk to confidential data and intellectual property which could result in damages to reputation. The company has policies and procedures in place, including system monitoring and data back-up processes, to prevent or mitigate the effects of these potential disruptions or breaches, however there can be no assurance that existing or emerging threats will not have an adverse impact on our systems or communications networks. competitiveness and our If the Company does not manage the potential difficulties associated with expansion successfully, the Company’s be adversely affected. operating results could The Company has grown over the last several years through internal growth, strategic alliances, and, to a lesser extent, strategic business/asset acquisitions. The Company believes future success will depend, in part, on the Company’s ability to adapt to market opportunities and changes and to successfully integrate the operations of any businesses acquired. The following factors could result in strategic business difficulties: • lack of experienced management personnel; 8 success is dependent, in part, upon the Company’s continued ability to timely develop innovative products and services. Increasingly sophisticated customer needs and the ability to timely anticipate and respond to technological and operational advances in the oil and natural gas drilling industry is critical. If the Company fails to successfully develop and introduce innovative products and services that appeal to customers, or if new market entrants or competitors develop superior products and services, the Company’s revenue and profitability could suffer. retail cleaning products, that Consumer and industrial chemical markets purchase the Company’s citrus based products are largely influenced by consumer preference and regulatory requirements. While citrus based beverage fine flavorings, fragrances perpetually rank high in consumer surveys, the Company’s continued success requires new product innovation to keep pace with consumer trends and regulatory issues. If the Company fails to provide innovative products and services to its customers or to introduce performance products that comply with new environmental the Company’s financial performance could be impacted. regulations, and The Company may pursue strategic acquisitions, which could have an adverse impact on the Company’s business. that risks could adversely affect The Company’s historical and potential acquisitions involve the Company’s business. Negotiations of potential integration of newly acquired acquisitions or businesses could divert management’s attention from other business concerns as well as be cost prohibitive and time consuming. Acquisitions could also expose risks the Company to unforeseen liabilities or businesses. associated with or difficulties Unforeseen to related operational acquisitions could result in diminished financial performance or require a disproportionate amount of the Company’s management’s and resources. Additional acquisitions could result in the commitment the of realization of anticipated returns. resources without new markets attention capital • • • • • increased administrative burdens; lack of customer retention; technological obsolescence; technological, communication infrastructure, and logistical problems associated with large, expansive operations; and failure to effectively integrate acquisitions, joint ventures or strategic alliances. If the Company fails to manage potential difficulties successfully, including increased costs associated with growth, the Company’s operating results could be adversely impacted. The Company’s ability to grow and compete could be adversely affected if adequate capital is not available. is dependent, The ability of the Company to grow and compete is reliant on the availability of adequate capital. Access to capital in large part, on the Company’s cash flows from operations and the availability of equity and debt financing. The Company’s term and revolving loan agreements with its bank also restrict the Company’s various capital transactions or participation in various business acquisitions and combinations. The Company cannot guarantee cash flows from operations will be sufficient, or that the Company will continue to be able to obtain equity or debt financing on acceptable terms, or at all, in order to realize growth strategies. As a result, the Company may not be able to finance strategic growth plans, take advantage of business opportunities, or to respond to competitive pressures. The Company’s future success and profitability may be adversely affected if the Company fails to develop and/or introduce new and innovative products and services. The oil and natural gas drilling industry is characterized by technological advancements that have historically resulted in, and will likely continue to result in, substantial improvements in the scope and quality of oilfield chemicals, drilling and lift products and services function and artificial the Company’s future performance. Consequently, 9 Unforeseen contingencies such as litigation could adversely financial condition. the Company’s affect Company to liabilities that could adversely affect the Company’s business, financial condition, and results of operations. to hazardous substances, The Company is, and from time to time may become, a party to legal proceedings incidental to the Company’s business involving alleged injuries arising from the use of Company products, patent exposure infringement, employment matters, and commercial disputes. The defense of these lawsuits may require significant management’s attention, and may require the Company to pay damages that could adversely affect the Company’s financial condition. In addition, any insurance or indemnification rights that the Company may have may be insufficient or unavailable to protect against potential loss exposures. expenses, divert The Company’s current insurance policies may the Company’s business not adequately protect from all potential risks. as well and the environment, The Company’s operations are subject to risks inherent in the oil and natural gas industry, such as, but not limited to, accidents, blowouts, explosions, fires, severe weather, oil and chemical spills, and other hazards. These conditions can result in personal injury or loss of life, damage to property, as equipment suspension of customers’ oil and gas operations. Litigation arising from any catastrophic occurrence where the Company’s equipment, products or services are being used could result in the Company being named as a defendant in lawsuits asserting large claims. The Company maintains insurance coverage it believes is adequate and customary to the oil and natural gas industry to mitigate liabilities associated with these potential hazards. The Company does not have insurance against all foreseeable risks, either because insurance is not is cost-prohibitive. Consequently, available or losses and liabilities arising from uninsured or underinsured events could have an adverse effect on the Company’s business, financial condition, and results of operations. The Company is subject to complex foreign, federal, state and local environmental, health and safety laws and regulations, which expose the 10 The Company’s operations are subject to foreign, federal, state, and local laws and regulations related to, among other things, the protection of natural resources, injury, health and safety considerations, waste management, and transportation of waste and other hazardous materials. The Energy Chemicals Technologies segment exposes the company to risks of environmental liability that could result in fines, and penalties, personal to remain compliant with laws and regulations, the Company maintains permits, authorizations and certificates as required from regulatory authorities. Sanctions for noncompliance with such laws and regulations could include assessment of administrative, civil and criminal penalties, revocation of permits, and issuance of corrective action orders. remediation, property damage, injury liability. In order The Company could incur substantial costs to ensure compliance with existing and future laws and regulations. Laws protecting the environment have generally become more stringent and are expected to continue to evolve and become more complex and restrictive into the future. Failure to comply with applicable laws and regulations could result in material expense associated with future environmental compliance and remediation. The Company’s costs of compliance could also increase if existing laws and regulations are amended or reinterpreted. Such amendments or reinterpretations of existing laws or regulations, or the adoption of new laws or regulations, could curtail exploratory or developmental drilling for, and production of, oil and natural gas which, in turn, could limit demand for the Company’s products and services. Some environmental laws and regulations could also impose joint and strict liability, meaning that the Company could be exposed in certain situations to increased liabilities as a result of the Company’s conduct that was lawful at the time it occurred or conduct of, or conditions caused by, prior operators or other third parties. Remediation expense and other damages arising as a result of such laws and regulations could be substantial and have a material adverse effect on the Company’s financial condition and results of operations. to publicly levels of Material the Company’s revenue are derived from customers engaged in hydraulic fracturing services, a process that creates fractures extending from the well bore through the rock formation to enable natural gas or oil to flow more easily through the rock pores to a production well. Some states have adopted regulations which require operators non- proprietary information. These regulations could require the reporting and public disclosure of the Company’s proprietary chemical formulas. The adoption of any future federal or state laws or local requirements, or the implementation of regulations imposing reporting obligations on, or otherwise limiting, the hydraulic fracturing process, could increase the difficulty of oil and natural gas well production activity and could have an adverse effect on the Company’s future results of operations. disclose certain Regulation of greenhouse gases and/or climate change could have a negative impact on the Company’s business. Certain scientific studies have suggested that emissions of certain gases, commonly referred to as “greenhouse gases,” which include carbon dioxide and methane, may be contributory to the warming effect of the Earth’s atmosphere and other climatic changes. In response to such studies, the issue of climate change and the effect of greenhouse gas emissions, in particular emissions from fossil fuels, is attention. Legislative and regulatory measures to address greenhouse gas emissions have not yet been finalized as of the date of this Annual Report but remain impactive across international, national, regional, and state levels. increasing worldwide attracting change, a negative and climate treaties, or Existing or future laws, regulations, related to greenhouse international agreements gases including energy conservation or alternative energy incentives, could impact on the Company’s have operations, if regulations resulted in a reduction in worldwide demand for oil and natural gas or global economic activity. Other results could be increased operating compliance restrictions, each of which would have a negative impact on the Company’s operations. additional costs and Changes in regulatory compliance obligations of critical impact our operations. suppliers may adversely 11 The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), signed into law on July 21, 2010, includes Section 1502, which requires the Securities and Exchange Commission to adopt additional disclosure requirements related to certain minerals sourced from the Democratic Republic of Congo and surrounding countries, or “conflict minerals,” for which such conflict minerals are necessary to the functionality of a product manufactured, be manufactured, by an SEC-reporting company. The metals covered by these rules, which were adopted on August 22, 2012, include tin, tantalum, tungsten and gold. The Company and Company suppliers use some of in their production processes. these materials contracted or to the requirements compliance with In 2014, the Company established management systems and processes and completed due diligence in of Section 1502. In May 2014 the Company filed its first annual Conflict Minerals Report with the SEC. conducting Conflict Future for Minerals due diligence may result in significant increased costs to the Company. Furthermore, failure of key suppliers to provide evidence of conflict free materials could impact the Company’s ability to acquire key raw materials and/or result is higher costs for those raw materials. requirements If the Company is unable to adequately protect intellectual property rights or is found to infringe upon the intellectual property rights of others, the Company’s business is likely to be adversely affected. prevent misappropriation The Company relies on a combination of patents, trademarks, non-disclosure agreements, and other the security measures to establish and protect Company’s intellectual property rights. Although the Company believes that existing measures are reasonably adequate to protect intellectual property rights, there is no assurance that the measures taken will proprietary information or dissuade others from independent development of services. Moreover, there is no assurance that the Company will be able to prevent competitors from copying, reverse engineering, or otherwise obtaining and/or using the Company’s technology and proprietary rights for products. The Company may not be able to enforce intellectual property rights outside of the U.S. Furthermore, the laws of certain countries in similar products or of which the Company’s products and services are manufactured or marketed may not protect the Company’s proprietary rights to the same extent as the U.S. Finally, parties may do the laws of challenge, invalidate, or circumvent the Company’s patents, trademarks, copyrights and trade secrets. In each case, the Company’s ability to compete could be significantly impaired. A portion of the Company’s products are without patent protection. The issuance of a patent does not guarantee validity or enforceability. Company patents may not be valid or enforceable against third parties. The issuance of a patent does not guarantee that the Company has the right to use the patented invention. Third parties may have blocking patents that could be used to prevent the Company from marketing the Company’s own patented products and utilizing our patented technology. other property intellectual the Company, The Company is exposed to allegations of patent infringement. and Furthermore, the Company could become involved in costly litigation or proceedings regarding patents or other intellectual property rights. If any such the claims are asserted against Company could seek to obtain a license under the third party’s intellectual property rights in order to mitigate exposure. In the event the Company cannot obtain a license, affected parties could file lawsuits against the Company seeking damages (including treble damages) or an injunction against the sale of the Company’s products. These could result in the Company having to discontinue the sale of certain products, increase the cost of selling products, or result in damage to the Company’s reputation. The award of damages, royalty including material the entry of an injunction order payments, or against the manufacture and sale of any of the Company’s products, could have an adverse effect on the Company’s results of operations and ability to compete. The Company and the Company’s customers are subject to risks associated with doing business outside of the U.S., including political risk, foreign exchange risk and other uncertainties. Revenue from the sale of products to customers outside the U.S. was approximately 17.6% of the Company’s 2014 annual revenue. The Company and its customers are subject to risks inherent in doing business outside of the U.S., including: 12 • • • • • • • • or total governmental instability; corruption; war and other international conflicts; civil and labor disturbances; requirements of local ownership; partial nationalization; currency devaluation; and foreign laws and policies, each of which can limit the movement of assets or funds or result in the deprivation of contractual rights or appropriation of property without fair compensation. expropriation or rental Collections and recovery of tools from international customers and agents could also prove difficult due to inherent uncertainties in foreign law and judicial procedures. The Company could experience significant difficulty with collections or recovery due to the political or judicial climate in foreign countries where Company operations occur or in which the Company’s products are used. the Company’s grows. Further, The Company’s international operations must be compliant with the Foreign Corrupt Practices Act (the “FCPA”) and other applicable U.S. laws. The Company could become liable under these laws for actions taken by employees or agents. Compliance with international laws and regulations could become more complex and expensive thereby creating international increased risk as business the U.S. portfolio periodically enacts laws and imposes regulations prohibiting or restricting trade with certain nations. The U.S. government could also change these laws or enact new laws that could restrict or prohibit the Company from doing business in identified foreign countries. The Company conducts, and will continue to conduct business in currencies other than the U.S. dollar. Historically, the Company has not hedged against foreign currency fluctuations. Accordingly, the Company’s profitability could be affected by fluctuations in foreign exchange rates. The Company has no control over, and can provide no assurances that future laws and regulations will the Company’s ability to not materially impact conduct international business. The loss of key customers could have an adverse impact on the Company’s results of operations and could result in a decline in the Company’s revenue. as for are upon largest dependent production customers revenue The Company has critical customer relationships which and development activity related to a handful of customers. Revenue derived from the Company’s a percentage of three consolidated ended December 31, 2014, 2013 and 2012, totaled 29%, 30% and 35%, respectively. Customer relationships are historically governed by purchase orders or other short-term contractual obligations as opposed to long-term contracts. The loss of one or more key customers could have an adverse effect on the Company’s results of operations and could result in a decline in the Company’s revenue. years the Failure to collect for goods and services sold to key customers could have an adverse effect on the Company’s financial results, liquidity and cash flows. The Company performs credit analysis on potential domestic customers, however credit analysis does not provide full assurance that customers will be willing and/or able to pay for goods and services purchased from the Company. Furthermore, collectability of international sales can be subject to the laws of foreign countries which may provide more limited protection to the Company in the event of a dispute over payment. Since sales to domestic and international customers are generally made on an unsecured basis, there can be no assurance of collectability. If one or more major customers are unwilling or unable to pay its debts to the Company, it could have an adverse effect of the Company’s financial liquidity and cash results, flows. Loss of key suppliers, the inability to secure raw materials on a timely basis, or the Company’s inability to pass commodity price increases on to customers could have an adverse effect on the Company’s ability to service customer’s needs and could result in a loss of customers. sources. Materials used in servicing and manufacturing operations as well as those purchased for sale are from generally available on the open market multiple and costs transportation of to Company facilities have historically been impacted by extreme weather conditions. Certain raw materials used by the Energy Chemicals Technologies segment are available only from limited sources; Acquisition raw materials 13 accordingly, any disruptions to critical suppliers’ operations could adversely impact the Company’s operations. Prices paid for raw materials could be affected by energy, steel and other commodity prices; tariffs and duties on imported materials; foreign currency exchange rates; phases of the general business cycle and global demand. The Drilling Technologies and Production Technologies segments purchase critical raw materials on the open market and, where able, from multiple suppliers, both domestically and internationally. that inventory parts The Company maintains a three- to six-month supply of critical mud-motor the Company sources from China. This inventory stock position approximates the lead time required to secure these parts in order to avoid disruption of service to the Company’s customers. The Company’s inability critical inventory parts in a timely manner would adversely affect the Company’s ability to provide service to potential customers. The Company sources the vast majority of motor parts from a national supplier. As part of the 2015 business plan, the Company is actively managing and developing relationships with back-up parts and service suppliers. reasonably secure priced to The Company currently does not hedge commodity prices. The Company may be unable to pass along price increases to its customers, which could result in a decline in revenue or operating profits. The Company’s inability to develop new products or differentiate existing products could have an adverse effect on its ability to be responsive to customers’ needs and could result in a loss of customers. The Company’s ability to compete within the oilfield services business is dependent upon the ability to differentiate products and services, provide superior quality and service, and maintain a competitive cost structure. Activity levels in the Company’s operations are driven by current and forecast commodity prices, drilling rig count, oil and natural gas production levels, and customer capital spending for drilling and production. The regions in which the Company operates are highly competitive. The Company is also smaller than many other oil and natural gas service companies and has fewer resources as compared to these competitors. The large competitors may be better downturns, positioned to withstand industry compete on the basis of price, and acquire new equipment and technologies, all of which could affect the Company’s revenue and profitability. The and Company competes acquisition could the Company’s operating profit. adversely affect The Company believes competition for products and services will continue to be intense into the foreseeable future. opportunities. Competition for both customers that If the Company loses the services of key members of management, the Company may not be able to growth and manage strategies. implement operations The Company depends on the continued service of the Chief Executive Officer and President, the Chief Financial Officer, the Executive Vice President, Operations, and the Executive Vice President, Research and Development, who possess significant expertise and knowledge of the Company’s business the Chief Executive and industry. Furthermore, Officer and President serves as Chairman of the Board of Directors. The Company has entered into employment agreements with all of these key members; however, at December 31, 2014 the Company only carries key man life insurance for the Chief Executive Officer and the Executive Vice President of Operations. Any loss or interruption of the services of key members of the Company’s management the Company’s ability to manage operations effectively and implement strategic business initiatives. The Company can provide no assurance that appropriate replacements for key positions could be found should the need arise. significantly reduce could Failure to maintain effective disclosure controls and procedures and internal controls over financial reporting could have an adverse effect on the Company’s operations and the trading price of the Company’s common stock. Effective internal controls are necessary for the Company to provide reliable financial reports, effectively prevent fraud and operate successfully as a public company. If the Company cannot provide reliable financial reports or effectively prevent fraud, the Company’s reputation and operating results could be harmed. If the Company is unable to maintain effective disclosure controls and procedures and internal the Company may not be able to provide reliable controls over reporting, financial financial reports, which in turn could affect the Company’s operating results or cause the Company to fail to meet its reporting obligations. Ineffective internal controls could also cause investors to lose confidence in reported financial information, which could negatively affect the trading price of the Company’s common stock, limit the ability of the Company to access capital markets in the future, and require additional costs to improve internal control systems and procedures. Risks Related to the Company’s Industry General economic declines (recessions) and limits to credit availability could have an adverse effect on exploration and production activity and result in lower demand for the Company’s products and services. of and financial industrial Continued worldwide credit uncertainty can reduce the availability of liquidity and credit markets to fund the continuation and expansion operations worldwide. The shortage of liquidity and credit combined with pressure on worldwide equity markets could continue to impact the worldwide economic climate. Unrest in the Middle East may also impact demand for the Company’s products and services both domestically and internationally. business Demand for the Company’s products and services is dependent on oil and natural gas industry activity and expenditure levels that are directly affected by trends in oil and natural gas prices. Demand for the Company’s products and services is particularly sensitive to levels of exploration, development, and production activity of, and the corresponding capital spending by, oil and natural gas companies, including national oil companies. One indication of drilling and production activity and spending is rig count, which the Company monitors to gauge market conditions. Any prolonged reduction in oil and natural gas prices or drop in rig count could depress current levels of exploration, development, and production activity. Perceptions of longer-term lower oil and natural gas prices by oil and natural gas companies could similarly reduce or defer major expenditures given the large-scale development projects. Lower levels of activity could result in a corresponding decline in the demand for the Company’s oil and natural gas well products and services, which could have a material adverse effect on the Company’s revenue and profitability. long-term nature of many 14 The Company’s consumer and industrial customers would be adversely effected if economic activity decreased dramatically. The Company’s primary is often used to replace less desirable product solvents in numerous consumer and industrial applications and is more expensive than other materials. As decreases, consumer companies not only they also may relax their consume less solvent, environmental mandates and purchase cheaper solvents. The Company’s revenue and profitability could be negatively impacted if demand softens because of weak economic activity. economic and industrial activity and economic customers for many of Events in global credit markets can significantly the availability of credit and associated impact the Company’s financing costs customers. Many of the Company’s customers finance their drilling and production programs through third-party lenders or public debt offerings. increased costs of Lack of available credit or to reduce borrowing could cause spending on drilling programs, thereby reducing demand and potentially resulting in lower prices for the Company’s products and services. Also, the could credit significantly impact the financial condition of some customers over a prolonged period, leading to business disruptions and restricted ability to pay for services. The the Company’s Company’s forward-looking statements assume that the Company’s lenders, insurers, and other financial institutions will be able to fulfill their obligations under various credit agreements, insurance policies, and contracts. If any of the Company’s significant lenders, insurers and others are unable to perform under such agreements, and if the Company was unable to find suitable replacements at a reasonable cost, the Company’s results of operations, liquidity, and cash flows could be adversely impacted. environment products and A prolonged period of depressed oil and natural gas prices could result in reduced demand for the Company’s products and services and adversely affect financial the Company’s condition, and results of operations. business, The markets for oil and natural gas have historically been volatile. Such volatility in oil and natural gas prices, or the perception by the Company’s customers of unpredictability in oil and natural gas prices, could adversely affect spending. The oil and natural gas markets may be volatile in the future. 15 The demand for the Company’s products and services is, in large part, driven by general levels of exploration and production spending and drilling activity by its customers. Decrease in oil and natural gas prices could cause a decline in exploration and drilling activities. This, in turn, could result in lower demand for the Company’s products and services and could result in lower prices for the Company’s products and services. A prolonged decline in oil or natural gas prices could adversely affect the Company’s business, financial condition, and results of operations. existing New and the Company’s industries could have an adverse effect on results of operations. competitors within resources than does substantially and natural gas that and other The oil industry is highly competitive. The Company’s principal competitors include numerous small companies capable of competing effectively in the Company’s markets on large a local basis, as well as a number of greater companies possess financial the Company. Larger competitors may be able to devote greater resources to developing, promoting and selling products and services. The Company may also face increased competition due to the entry current new competitors including their products and suppliers that decide to sell services directly to the Company’s customers. As a result of the Company could experience lower sales or greater operating costs, which could have an adverse effect on the Company’s margins and results of operations. this competition, of Regulatory pressures, environmental activism, and legislation could result in reduced demand for the Company’s products and services and adversely affect financial the Company’s condition, and results of operations. business, Regulations restricting volatile organic compounds (“VOC”) exist in many states and/or communities which limit demand for certain products. Although citrus oil is considered a VOC, its health, safety, and environmental profile is preferred over other solvents (e.g., BTEX), which is currently creating new market opportunities around the world. Changes in the perception of citrus oils as a activism preferred VOC, against hydraulic fracturing or other regulatory or legislative actions by governments could potentially increased consumer in materially reduced demand for the result Company’s products and could adversely affect the Company’s business, financial condition, and results of operations. and services The Company’s industry has a high rate of employee or retaining personnel or agents could adversely affect the Company’s business. turnover. Difficulty attracting The Company operates in an industry that has historically been highly competitive in securing qualified personnel with the required technical skills and experience. The Company’s services require skilled personnel able to perform physically demanding work. Due to industry volatility and the the work, workers could demanding nature of choose to pursue employment opportunities that offer a more desirable work environment at wages competitive with the Company’s. As a result, the Company may not be able to find qualified labor, which could limit In addition, the cost of attracting and retaining qualified personnel has increased over the past several years due to competitive pressures. The Company expects labor costs will continue to increase into the foreseeable future. In order to attract and retain qualified personnel, the Company may be required to offer increased wages and benefits. If the Company is unable to increase the prices of products and services to compensate for increases in compensation, or is unable to attract and retain qualified personnel, operating results could be adversely affected. the Company’s growth. Severe weather could have an adverse impact on the Company’s business. and The Company’s business could be materially and adversely affected by severe weather conditions. Hurricanes, tropical storms, flash floods, blizzards, cold weather and other severe weather conditions could result in curtailment of services, damage to equipment in facilities, transportation of products and materials, and loss of productivity. the Company’s customers are unable to operate or are required to reduce operations due to severe weather conditions, and as a result curtail purchases of the Company’s products and services, the Company’s business could be adversely affected. interruption If A terrorist attack or armed conflict could harm the Company’s business. if pipelines, production Terrorist activities, anti-terrorist efforts, and other armed conflicts involving the U.S. could adversely affect the U.S. and global economies and could prevent the Company from meeting financial and other obligations. The Company could experience loss of business, delays or defaults in payments from payors, or disruptions of fuel supplies and markets facilities, processing plants, or refineries are direct targets or indirect casualties of an act of terror or war. Such activities could reduce the overall demand for oil and natural gas which, in turn, could also reduce the demand for the Company’s products and services. Terrorist activities and the threat of potential terrorist activities and any resulting economic downturn could adversely affect the Company’s impair the ability to raise results of operations, the or capital, Company’s ability to realize certain business strategies. otherwise adversely impact Risks Related to the Company’s Securities The market price of the Company’s common stock has been and may continue to be volatile. historically The market price of the Company’s common stock has significant fluctuations. The following factors, among others, could cause the price of the Company’s common stock to fluctuate significantly: subject been to • • • • • • • in stock market prices and variations in the Company’s quarterly results of operations; changes in market valuations of companies in the Company’s industry; fluctuations volume; fluctuations in oil and natural gas prices; issuances of common stock or other securities in the future; additions or departures of key personnel; and announcements by the Company or the Company’s competitors of new business, acquisitions, or joint ventures. The stock market has experienced unusual price and volume fluctuations in recent years that have significantly affected the price of common stock of companies within many industries including the oil 16 and natural gas industry. Further changes can occur without regard to specific operating performance. The price of the Company’s common stock could fluctuate based upon factors that have little to do with the Company’s operational performance, and these fluctuations could materially reduce the Company’s stock price. The Company could be a defendant in a legal case related to a significant loss the shareholders. This could be of value for expensive and divert management’s attention and Company resources, as well as have an adverse effect on the Company’s business, financial condition, and results of operations. An active market for the Company’s common stock may not continue to exist or may not continue to exist at current trading levels. Trading volume for the Company’s common stock historically has been very volatile when compared to companies with larger market capitalizations. The Company cannot presume that an active trading market the Company’s common stock will continue or be sustained. Sales of a significant number of shares of the Company’s common stock in the public market could lower the market price of the Company’s stock. for The Company has no plans to pay dividends on the therefore, Company’s investors will have to look to stock appreciation for return on investments. common stock, and, The Company does not anticipate paying any cash dividends on the Company’s common stock within the foreseeable future. The Company currently intends to retain all future earnings to fund the development and growth of the Company’s business and to meet current debt obligations. Any payment of future dividends will be at the discretion of the Company’s board of directors and will depend, among other things, on the Company’s earnings, level of financial condition, capital requirements, indebtedness, statutory and contractual restrictions applying to the payment of dividends, and other considerations deemed relevant by the board of directors. Additionally, should the Company seek future financing or indebtedness, covenants could restrict the payment of dividends without the prior written consent of lenders. Investors must rely on sales of common stock held after price appreciation, which may never occur, in order to realize a return on their investment. refinancing of Certain anti-takeover provisions of the Company’s charter documents and applicable Delaware law could discourage or prevent others from acquiring the the Company, which may adversely affect market price of the Company’s common stock. The Company’s certificate of incorporation and bylaws contain provisions that: • • • • • permit the Company to issue, without stockholder approval, up to 100,000 shares of preferred stock, in one or more series and, to fix the to each series, with respect designation, powers, preferences and rights of the shares of the series; prohibit stockholders from calling special meetings; limit written consent; prohibit cumulative voting; and stockholder for notice require proposals and nominations for election to the board of directors to be acted upon at meetings of stockholders. the ability of stockholders to act by advance provisions and other In addition, Section 203 of the Delaware General Corporation Law limits business combinations with owners of more than 15% of the Company’s stock the approval of the board of directors. without similar Aforementioned provisions make it more difficult for a third party to acquire the Company exclusive of negotiation. The Company’s board of directors could choose not to negotiate with an acquirer deemed not beneficial to or strategic outlook. If an acquirer were discouraged from offering to acquire the Company or prevented from successfully completing a hostile acquisition by these anti-takeover measures, stockholders could lose the opportunity to sell their shares at a favorable price. synergistic with the Company’s Future issuance of additional shares of common stock could cause dilution of ownership interests and adversely affect the Company’s stock price. The Company may, in the future, issue previously authorized and unissued shares of common stock, which would result in the dilution of current stockholders ownership interests. The Company is currently authorized to issue 80,000,000 shares of common stock. Additional shares are subject to issuance through various equity compensation plans 17 or through the exercise of currently outstanding options. The potential issuance of additional shares of common stock may create downward pressure on the trading price of the Company’s common stock. The Company may also issue additional shares of common stock or other securities that are convertible into or exercisable for common stock in order to raise capital or effectuate other business purposes. Future sales of substantial amounts of common stock, or the perception that sales could occur, could have an adverse effect on the price of the Company’s common stock. The Company may issue shares of preferred stock or debt securities with greater rights than the Company’s common stock. Subject to the rules of the NYSE, the Company’s certificate of incorporation authorizes the board of directors to issue one or more additional series of preferred stock and to set the terms of the issuance without seeking approval from holders of common stock. Currently, there are 100,000 preferred shares authorized, with no shares currently outstanding. Any preferred stock that is issued may rank senior to common stock in terms of dividends, priority and liquidation premiums, and may have greater voting rights than holders of common stock. The Company’s ability to use net operating loss carryforwards and tax attribute carryforwards to offset future taxable income may be limited as a result of transactions involving the Company’s common stock. Under section 382 of the Internal Revenue Code of 1986, as amended, a corporation that undergoes an “ownership change” is subject to limitations on the Company’s ability to utilize pre-change net operating losses (“NOLs”), and certain other tax attributes to offset an In general, ownership change occurs if the aggregate stock ownership of certain stockholders increases by more than 50 percentage points over such stockholders’ income. taxable future testing period could result lowest percentage ownership during the testing period (generally three years). An ownership change could limit the Company’s ability to utilize existing NOLs and tax attribute carryforwards for taxable years including or following an identified “ownership change.” Transactions involving the Company’s common stock, even those outside the Company’s control, such as purchases or sales by investors, in an within the “ownership change.” Limitations imposed on the ability to use NOLs and tax credits to offset future taxable income could require the Company to pay U.S. federal income taxes in excess of that which would otherwise be required if such limitations were not in effect. Net operating losses and tax attributes could expire unused, in each instance reducing or the NOLs and tax eliminating the benefit of attributes. Similar rules and limitations may apply for state income tax purposes. Disclaimer of Obligation to Update Except as required by applicable law or regulation, the Company assumes no obligation (and specifically disclaims any such obligation) to update these risk forward-looking statement factors or any other to reflect actual contained in this Annual Report results, changes in assumptions or other factors affecting such forward-looking statements. Item 1B. Unresolved Staff Comments. Not applicable. Item 2. Properties. At December 31, 2014, the Company operated 36 manufacturing and warehouse facilities in 11 U.S. states. The Company owns 15 of these facilities and the remainder are leased with lease terms that expire from 2015 through 2031. In addition, the Company’s corporate office is a leased facility located in Houston, Texas. The following table sets forth facility locations: 18 Segment Energy Chemical Technologies Owned/ Leased Location Owned Marlow, Oklahoma Owned Carthage, Texas Owned Wheeler, Texas Leased Raceland, Louisiana Leased The Woodlands, Texas Owned Waller, Texas Owned Healdton, Oklahoma Leased Plano, Texas Leased Keller, Texas Leased Coahoma, Texas Leased Natoma, Kansas The Company considers owned and leased facilities to be in good condition and suitable for the conduct of business. Item 3. Legal Proceedings. From time to time, the Company may be party to routine litigation and other claims that arise in the normal course of business. Management is not aware of any pending or threatened lawsuits or proceedings that are expected to have a material effect on the Company’s financial position, results of operations or liquidity. Item 4. Mine Safety Disclosures. Drilling Technologies Owned Oklahoma City, Oklahoma Not applicable. Owned Houston, Texas Owned Midland, Texas Owned Robstown, Texas Owned Vernal, Utah Owned Evanston, Wyoming Leased Bossier City, Louisiana Leased New Iberia, Louisiana Leased Pocola, Oklahoma Leased Grand Prairie, Texas Leased Houston, Texas Leased Midland, Texas Leased Odessa, Texas Leased Pittsburgh, Pennsylvania Leased Wysox, Pennsylvania Leased Woodward, Oklahoma Leased Casper, Wyoming Leased Bryan, Texas Production Technologies Owned Gillette, Wyoming Owned Dickinson, North Dakota Owned Vernal, Utah Leased Farmington, New Mexico Leased Gillette, Wyoming Leased Denver, Colorado Consumer and Industrial Chemical Technologies Owned Winter Haven, Florida 19 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. The Company’s common stock began trading on the NYSE on December 27, 2007 under the stock ticker symbol “FTK.” As of the close of business on January 16, 2015, there were 53,364,905 shares of common stock outstanding held by approximately 14,750 holders of record. The Company’s closing sale price of the common stock on the NYSE on January 16, 2015 was $16.31. The Company has never declared or paid cash dividends on common stock. While the Company regularly assesses the dividend policy, the Company has no current plans to declare dividends on common stock, and intends to continue to use earnings and other cash in the maintenance and expansion of its business. Further, the Company’s credit facility contains provisions that limit its ability to pay cash dividends on its common stock. The following table sets forth, on a per share basis for the periods indicated, the high and low closing sales prices of common stock as reported by the NYSE. These prices do not include retail mark-ups, mark-downs or commissions. 2014 2013 Fiscal quarter ended: March 31, June 30, September 30, December 31, High $28.19 $32.66 $32.22 $25.23 Low $18.67 $26.98 $25.65 $16.11 High $16.35 $18.00 $23.08 $23.46 Low $12.54 $14.57 $17.85 $19.01 20 Stock Performance Graph The performance graph below illustrates a five year comparison of cumulative total returns based on an initial investment of $100 in the Company’s common stock, as compared with the Russell 2000 Index and the Philadelphia Oil Services Index for the period beginning December 31, 2009 through December 31, 2014. The performance graph assumes $100 invested on December 31, 2009 in each of the Company’s common stock, the Russell 2000 Index and the Philadelphia Oil Service Index, and that all dividends were reinvested. The following graph should not be deemed to be filed as part of this Annual Report, does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, as amended, except to the extent the Company specifically incorporates the graph by reference. Comparison of 5 Year Cumulative Total Return Assumes Initial Investment of $100 on December 31, 2009 $1,600 $1,400 $1,200 $1,000 $800 $600 $400 $200 $0 2009 Flotek Industries, Inc. 2010 2011 Russell 2000 Index 2012 2014 Philadelphia Oil Service Index (OSX) 2013 Flotek Industries, Inc. Russell 2000 Index Philadelphia Oil Service Index (OSX) 2009 $100 $100 $100 2010 $407 $125 $126 December 31, 2012 2011 $743 $118 $111 $910 $136 $113 2013 2014 $1,498 $1,389 $186 $144 $193 $108 21 Securities Authorized for Issuance Under Equity Compensation Plans The following table summarizes equity compensation plan information regarding equity securities authorized for issuance under individual stock option compensation agreements. Plan category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the Column(a)) (a) (b) (c) Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total 2,723,732 $11.98 2,269,585 — 2,723,732 — $11.98 — 2,269,585 Issuer Purchases of Equity Securities In November 2012, the Company’s Board of Directors authorized the repurchase of up to $25 million of the Company’s common stock. Repurchases may be made in open market or privately negotiated transactions. Through December 31, 2014, the Company has repurchased $10.4 million of its common stock under this repurchase program and $14.6 million may yet be used to purchase shares. Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs October 1 to October 31, 2014 10,482 $21.07 November 1 to November 30, 2014 1,090 $21.90 December 1 to December 31, 2014 Total (1) 621,374 632,946 $16.74 $16.82 — — 621,176 621,176 $25,000,000 $25,000,000 $14,604,569 $14,604,569 The Company purchased shares of its common stock (a) to satisfy tax withholding requirements and payment remittance obligations related to period vesting of restricted shares and exercise of non-qualified stock options, (b) to satisfy payments required for common stock upon the exercise of stock options, and (c) as part of a publicly announced repurchase program. 22 Item 6. Selected Financial Data. The following table sets forth certain selected historical financial data and should be read in II, Item 7. “Management’s conjunction with Part Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 8. “Financial Statements and Supplementary Data” in this Annual Report. The selected operating and financial position data as of and for each of the five years presented have been derived from audited consolidated Company financial statements, some of which appear elsewhere in this Annual Report. the Company made During 2014, two small acquisitions and incurred insignificant non-recurring charges. The net income and non-recurring charges related to these acquisitions do not materially affect comparability. During 2013, the Company acquired Florida Chemical Company, consideration of $106.4 million. Inc. for purchase During 2012, the Company recorded a reduction in the valuation allowance for deferred tax assets of $16.5 million. The Company incurred significant non-recurring charges during 2010 through 2012. During 2012, 2011 and 2010, the Company incurred losses on the extinguishment of debt of $7.3 million, $3.2 million and $1.0 million, respectively. During 2010, the Company recorded fixed asset and other intangible impairment charges of $9.3 million. Additionally, during 2012, 2011 and 2010, the Company recorded a change in the fair value of warrant liability of $2.6 million income, $9.6 million income, and $21.5 million expense, respectively. Operating Data Revenue Income (loss) from operations Net income (loss) Earnings (loss) per share – Basic Earnings (loss) per share – Diluted Financial Position Data Total assets Convertible senior notes, long-term debt and capital lease obligations, less discount and current portion Stockholders’ equity (deficit) 2014 As of and for the year ended December 31, 2011 2012 (in thousands, except per share data) 2013 2010 $ 449,157 80,888 53,603 0.98 0.97 $ $ $ 371,065 58,726 36,178 0.70 0.67 $ $ $ 312,828 58,621 49,791 1.03 0.97 $ $ $ 258,785 48,888 31,408 0.60 0.56 $ $ $ 146,982 (6,267) (43,465) (1.94) (1.94) $ $ $ 423,276 $ 375,581 $ 219,867 $ 232,012 $ 184,807 25,398 306,003 35,690 249,752 22,455 154,730 100,613 78,298 126,682 (3,453) 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the related Notes to the Consolidated Financial Statements included elsewhere in this Annual Report. The following information contains to forward-looking statements, which are subject risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results could differ implied by the forward-looking statements. See “Forward-Looking Statements” at the beginning of this Annual Report. from those expressed or Executive Summary Flotek is a global diversified, technology-driven company that develops and supplies oilfield products, services and equipment to the oil, gas and mining industries, and high value compounds to companies that make cleaning products, cosmetics, food and beverages, and other products that are sold in consumer and industrial markets. The Company’s oilfield businesses include specialty chemicals and logistics, down-hole drilling tools and production-related tools. Flotek’s technologies enable customers to drill wells more efficiently, increase well production and decrease well operating costs. The Company also provides automated bulk material handling, loading facilities and blending capabilities. The Company sources citrus oil domestically and internationally and is one of the largest processors of in the world. Products produced from citrus oil processed value citrus compounds used as additives by companies in the and fragrances flavors (2) environmentally friendly chemicals for use in numerous industries around the world, specifically the O&G industry. markets include high and (1) oil Flotek operates in over 20 domestic and international markets, including the Gulf Coast, Southwest, Rocky Mountains, Northeastern and Mid-Continental regions of the U.S., Canada, Mexico, Central America, South America, Europe, Africa, Middle East, Australia and Asia-Pacific. Customers include major integrated O&G companies, oilfield services companies, independent O&G companies, pressure- pumping service companies, national and state- owned oil companies, and international supply chain management companies. The Company also serves customers who purchase non-energy-related citrus oil and related products, including household and commercial cleaning product companies, fragrance and cosmetic companies, and food manufacturing companies. reportable The operations of the Company are categorized into Energy Chemical segments: four Technologies, Consumer and Industrial Chemical Technologies, Drilling Technologies and Production Technologies (previously referred to as Artificial Lift Technologies). Chemical Technologies completion, In Energy designs, develops, manufactures, packages and markets specialty chemicals used in O&G well drilling, and stimulation cementing, production. the Company’s addition, chemistries are used in specialized enhanced and improved oil (“EOR” or recovery markets “IOR”). Activities in this segment also include construction and management of automated material handling facilities and management of loading facilities and blending operations for oilfield services companies. Consumer and Industrial Chemical Technologies designs, develops and manufactures products that are sold to companies in the flavor and fragrance industries and specialty chemical are used by technologies industry. These beverage fragrance food companies, and companies providing household and industrial cleaning products. Drilling Technologies inspects, manufactures and markets down-hole drilling equipment used in energy, mining, water well and industrial drilling activities. Production Technologies assembles and markets including the production-related equipment, Petrovalve™ product pump components, electric submersible pumps, gas separators, valves and services that support natural gas and oil production activities. companies, rents, sells, line and rod of ‰ ‰ ‰ ‰ 24 Market Conditions The Company’s success is sensitive to a number of factors, which include, but are not limited to, drilling advanced demand activity, technology products, market prices for raw materials and governmental actions. customer for its Drilling activity levels are influenced by a number of factors, including the number of rigs in operation, the geographical areas of rig activity, and drill rig efficiency (rig days required per well). Additional factors that influence the level of drilling activity include: ‰ ‰ ‰ Historical, current, and anticipated future O&G prices, Federal, State and local governmental actions that may encourage or discourage drilling activity, Customers’ strategies relative to capital funds allocations, ‰ Weather conditions, and ‰ Technological changes to drilling methods and economics. Historical North American drilling activity is reflected in “TABLE A” below: demand Customers’ technology for products and services provided by the Company are dependent on their recognition of the value of: advanced ‰ ‰ ‰ drilling improve products Drilling that operations and efficiencies, viable, Chemistries socially responsible and ecologically sound, and Production technologies that improve production and production efficiencies in maturing wells. economically that are Market prices for citrus oils can be influenced by: ‰ ‰ current, Historical, future and production levels of the global citrus (primarily orange) crop, anticipated ‰ Weather related risks, ‰ Health and condition of citrus trees (e.g., disease and pests), and International competition and pricing pressures resulting from natural and artificial pricing influences. Governmental actions may restrict the future use of hazardous chemicals, including but not limited to, the following industrial applications: ‰ ‰ ‰ O&G drilling and completion operations, O&G production operations, and Non-O&G industrial solvents. ‰ Chemistries that improve the economics of their O&G operations, TABLE A Average North American Active Drilling Rigs United States Canada Total Average U.S. Active Drilling Rigs by Type Vertical Horizontal Directional Total Oil vs. Natural Gas North American Drilling Rigs Oil Natural Gas Total North America US Average Wells Drilled per Rig 2014 2013 2012 2014 vs. 2013 % Change 2013 vs. 2012 % Change 1,862 379 2,241 376 1,275 211 1,862 1,745 496 2,241 5.20 1,761 353 2,114 435 1,102 224 1,761 1,606 508 2,114 5.23 1,919 364 2,283 552 1,151 216 1,919 1,621 662 2,283 4.92 5.7 % 7.4 % 6.0 % (13.6)% 15.7 % (5.8)% 5.7 % 8.7 % (2.4)% 6.0 % (0.6)% (8.2)% (3.0)% (7.4)% (21.2)% (4.3)% 3.7 % (8.2)% (0.9)% (23.3)% (7.4)% 6.3 % Source: Rig count: Baker Hughes, Inc. (www.bakerhughes.com); Rig counts are the annual average of the reported weekly rig count activity. Well count: Baker Hughes, Inc. (www.bakerhughes.com); Well counts are the annual average of the reported quarterly wells/rig activity. 25 During year ended 2014, total North American active drilling rig count saw an increase when compared to the comparable periods of 2013 but a decrease compared to 2012. The increase in 2014 was primarily in horizontal rig types and rigs drilling in oil fields. While the U.S. drilling activity decreased by (8.2)% from 2012 to 2013, it increased by 5.7% in 2014 compared to 2013. However, the number of wells drilled per rig per quarter in 2014 has decreased to 5.20 from 5.23 for the same period in 2013. Outlook for 2015 to drilling from chemistry its broad range of During the second half of 2014 the price of crude oil declined dramatically with the decline continuing in early 2015. As a result, most North American exploration and production companies—many of which are Flotek clients—have announced plans to significantly reduce their exploration and drilling activity in 2015. The Company expects the reduction in activity to create a more challenging environment in energy which to market technologies, and production technologies. Although the Company expects demand for its oil and gas related products and services in North America to be impacted by these industry conditions, the Company plans to continue aggressive marketing of its oil and gas based products and services including its Complex nano-Fluid® chemistries, Teledrift® recently introduced Stemulator® product line and growing line of production technologies. While international markets may react differently than North American markets to the decline in crude prices, the Company expects similar market challenges around the globe. However, the Company believes there are a number of new market opportunities that remain available in the current price environment. product line, The Company expects capital spending to be approximately $25 million in 2015, inclusive of approximately $10 million for construction of major facilities, including the Company’s previously announced Global Research & Innovation headquarters in Houston and the Company’s chemistry manufacturing and research facility near Sohar, Oman, through its joint venture with Gulf Energy. The Company believes construction of these facilities should generate substantial value in 2016 and beyond. The Company will remain nimble in its core capital expenditure plans, adjusting as market conditions warrant. 26 The Company’s new Global Research & Innovation headquarters in Houston will not only allow for the development of new energy chemistries but will allow expanded collaboration between clients, leaders from academia and Company scientists. The company believes these collaborative opportunities will become an important and distinguishing capability within the industry. The Company also plans to continue to expand the capabilities and use of its patent pending FracMaxTM software which should continue to enhance the Company’s sales and marketing efforts by validating the production the Company’s core and economic benefits of Complex nano-Fluid® chemistries. The Company continues to pursue selected strategic relationships, both domestically and internationally, to expand its business. In January, 2014, the Company acquired Eclipse IOR Services, LLC (“EOGA”), a leading enhanced oil recovery design and injection firm. EOGA’s expertise in enhanced oil recovery processes and the use of polymers to improve the performance of EOR projects have been combined with the Company’s previously existing EOR products and services. in SiteLark, interests SiteLark In April, 2014, the Company acquired 100% of the LLC membership (“SiteLark”). reservoir engineering and modeling services for a variety of assists Its hydrocarbon applications. reservoir simulation, engineers with reservoir engineering and waterflood optimization. provides service The outlook for the Company’s consumer and industrial chemistries will be driven by availability and demand for citrus oils and other bio-based raw materials. Current inventory and crop expectations are sufficient the Company’s needs to supply its flavor and fragrance business as well as the industrial markets. However, market price volatility may result in revenue and margin fluctuations from quarter to quarter. to meet Changes to global geo-political, global economic and industry events could have an impact, either positive or negative, on the Company’s business. In the event of significant adverse changes to the the demand for oil and gas production and/or market price for oil and gas, the market conditions affecting the Company could change quickly and materially. Should such adverse changes to market conditions occur, management believes the Company has adequate liquidity to withstand the impact of such changes while continuing to make strategic capital investments and acquisitions if and when opportunities arise. In addition, management believes the Company is well-positioned to take advantage of significant increases in demand for its products should market conditions improve dramatically in the near term. Results of Operations (in thousands): Revenue Cost of revenue Gross margin Gross margin % Selling, general and administrative costs Selling, general and administrative costs % Depreciation and amortization Research and innovation costs Gain on disposal of long-lived assets Income from operations Income from operations % Change in fair value of warrant liability Interest and other expense, net Income before income taxes Income tax (expense) benefit Net income $ 2014 449,157 266,198 182,959 Year ended December 31, 2013 371,065 223,538 147,527 $ $ 40.7 % 87,146 19.4 % 9,738 4,976 211 80,888 18.0 % — (2,004) 78,884 (25,281) 53,603 $ 39.8 % 78,197 21.1 % 7,273 3,752 (421) 58,726 15.8 % — (1,776) 56,950 (20,772) 36,178 $ $ 2012 312,828 181,209 131,619 42.1 % 66,415 21.2 % 4,410 3,182 (1,009) 58,621 18.7 % 2,649 (15,812) 45,458 4,333 49,791 Net income % 11.9 % 9.7 % 15.9 % Results for 2014 compared to 2013—Consolidated Consolidated revenue for the year ended December 31, 2014 increased $78.1 million or 21.0%, from the prior corresponding period. The increase in revenue was primarily due to increased sales of stimulation our Energy Chemical chemical Technologies segment and the incremental revenue from the acquisition of Florida Chemical in the second quarter of 2013 and the 2014 acquisition of EOGA. additives in Consolidated gross margin for the year ended December 31, 2014 increased $35.4 million, or 24.0%, from the prior corresponding period. Gross margin as a percentage of revenue increased to 40.7% for the year ended December 31, 2014 from 39.8% from the prior corresponding period, primarily attributable to improved margins in the drilling technologies segment. and general administrative Selling, (“SG&A”) expenses are not directly attributable to products sold or services provided. SG&A costs as a percentage of revenue declined from 21.1% to 19.4% for the year ended December 31, 2014 compared to the prior corresponding period as revenues grew faster than SG&A costs. SG&A costs increased $8.9 million, or 11.4%, for the year ended December 31, 2014 from the prior corresponding period primarily due to SG&A costs for the acquired companies discussed above and increased headcount and associated costs related to the pursuit of growth opportunities. Depreciation and amortization expense not included in gross margin, for the year ended December 31, 2014 increased by $2.5 million, or 33.9% from the prior corresponding period. This increase was primarily attributable to the depreciation and amortization of assets recognized as part of the acquisition of Florida Chemical in the second quarter of 2013 and the acquisition of EOGA in the first quarter of 2014. 27 Research and Innovation (“R&I”) expense for the year ended December 31, 2014 increased $1.2 million or 32.6% for the year ended December 31, 2014 from the prior corresponding period. The increase in R&I is primarily attributable to new product to remaining responsive to customer needs, increased demand and continued growth of our existing product lines. innovation and Flotek’s commitment Interest and other expense increased $0.2 million, or 12.8% for the year ended December 31, 2014 compared to the prior corresponding period. The Company recorded an income tax provision of $25.3 million, yielding an effective tax rate of 32.0% for the year ended December 31, 2014 compared to an income tax provision of $20.8 million yielding an effective tax rate of 36.5% in the prior corresponding period. The change in the effective tax rate from 2013 to 2014 was primarily due to changes in state apportionment factors including the effect on state deferred tax assets and liabilities. Results for 2013 compared to 2012—Consolidated for the year revenue Consolidated ended December 31, 2013 increased $58.2 million, or 18.6%, from the prior corresponding period. The increase in revenue was primarily due to the acquisition of Florida Chemical, which contributed incremental revenue of $50.9 million during 2013. the acquisition, 2013 Excluding the impact of revenues increased $7.3 million or 2.3% when compared with 2012, while the total average North American drilling rig count decreased by 7.4%. Revenue the Energy Chemical Technologies Technologies segments were partially offset by revenue declines in the Drilling Technologies segment. increases and Production in the year ended Consolidated gross margin for December 31, 2013 increased $15.9 million, or 12.1%, from the prior corresponding period. The increase in gross margin was primarily due to the increase in revenue. The gross margin percentage decline was primarily attributable to portfolio mix resulting from the inclusion of Florida Chemical in 2013 results and proportionately higher sales of non-proprietary products in the Energy Chemical Technologies segment and increasing costs of actuated tools in the Drilling Technologies segment. 28 This decrease was partially offset by supply chain benefits from the Florida Chemical acquisition and proportionately higher sales of technology tools in the Drilling Technologies segment. Selling, general and administrative (“SG&A”) expenses are not directly attributable to products sold or services provided. SG&A costs for the year ended December 31, 2013 increased by $11.8 million, or 17.7% from the prior corresponding period. Excluding incremental SG&A costs of $4.9 million associated with the Florida Chemical business acquired, SG&A costs increased $6.9 million primarily due to costs incurred in 2013 related to executive severance ($1.0 million), implementation of the Company’s new ERP system ($0.8 million), and expenses related to the pursuit of acquisitions and major initiatives in international markets ($1.7 million). Excluding these items and the the Florida Chemical business, SG&A costs increased $3.4 million or 5.1% primarily due to increases in headcount, general insurance, and travel related costs. SG&A costs as a percentage of revenue decreased from 21.2% to 21.1% for the year ended December 31, 2013 compared to the prior corresponding period. incremental SG&A costs of Depreciation and amortization expense not included in gross margin, for the year ended December 31, 2013 increased by $2.9 million or 64.9% from the prior corresponding period. This increase was primarily attributable to incremental depreciation and amortization of assets recognized as part of the acquisition of Florida Chemical. R&I expense for the year ended December 31, 2013 increased $0.6 million or 17.9% from the prior corresponding period. The increase in R&I is primarily attributable to new product innovation, and Flotek’s commitment to remaining responsive to increased demand and continued growth of our product lines. Interest and other expense for the year ended December 31, 2013 decreased by $14.0 million, or 88.8% from the prior corresponding period. The decline in interest expense was primarily due to the repayment of the Company’s convertible notes of $50.3 million at the end of the fourth quarter of 2012 and $5.2 million during the first quarter of 2013. The Company recorded an income tax provision of $20.8 million yielding an effective tax rate of 36.5% for the year ended December 31, 2013, compared to an income tax benefit of $4.3 million reflecting an effective prior corresponding period. The Company’s effective tax (9.5)% for rate tax the of rate in 2012 was affected primarily by an $18.6 million decrease in the valuation allowance against a deferred tax asset. Additionally, in effective tax rates have historically been impacted by non-cash changes in the fair value of the Company’s warrant liability and permanent tax differences. fluctuations Results by Segment Energy Chemical Technologies (dollars in thousands) Year ended December 31, 2013 2014 Revenue Gross margin Gross margin % Income from operations Income from operations % $ $ $ 268,761 117,867 43.9 % 84,846 31.6 % $ $ $ 200,932 88,536 44.1 % 65,396 $ $ $ 32.5 % 35.6 % 2012 183,986 81,438 44.3 % 65,440 Results for 2014 compared to 2013—Energy Chemical Technologies prior from the corresponding Energy Chemical Technologies revenue for the year ended December 31, 2014 increased $67.8 million, or period. 33.8%, Excluding the incremental revenue impact of the Florida Chemical, EOGA and SiteLark acquisitions of $10.5 million, revenue increased $57.3 million, or 28.5%, compared with the prior corresponding period, primarily due to the increased sales of stimulation chemical additives, largely the result of the Company’s proprietary, the introduction of which patent-pending statistically demonstrates the positive production and economic impact of using Flotek’s CnF® chemistries in unconventional well completions. The FracMaxTM led to a record number of new software has validation projects and accelerated commercial the Company’s CnF® completion acceptance of chemistries. FracMax™ software Energy Chemical Technologies gross margin for the year ended December 31, 2014 increased $29.3 million, or 33.1%, from the prior corresponding period primarily due to the increase in product sales revenue. Gross margin as a percentage of revenue for the year ended December 31, 2014 was essentially unchanged prior 43.9% compared corresponding period. the to at Income from operations for the Energy Chemical increased $19.5 million, or Technologies segment 29 29.7% for year ended December 31, 2014 compared to the prior corresponding period. This increase is primarily attributable to an increase in gross margin, partially offset by increased sales and marketing efforts in pursuit of growth opportunities and the to its research Company’s continued commitment and innovation efforts within Energy Chemical Technologies. Results for 2013 compared to 2012—Energy Chemical Technologies prior from the corresponding Energy Chemical Technologies revenue for year ended December 31, 2013 increased $16.9 million, or 9.2%, period. Excluding the incremental revenue impact of the Florida Chemical acquisition of $8.0 million, revenue increased $8.9 million, or 4.9% from the prior corresponding period. The increase in 2013 revenue excluding the Florida Chemical acquisition was primarily due to an increase in sales of stimulation chemicals of $7.5 million, or 4.6%. Throughout the stimulation year, customers chemicals in the Rockies, South Texas and other North American basins. increased usage of Energy Chemical Technologies’ gross margin for the year ended December 31, 2013 increased $7.1 million, or 8.7% from the prior corresponding period. Gross margin percentage for 2013 declined 0.2% compared to the prior corresponding period primarily attributable to product portfolio mix resulting from sales of non-proprietary proportionately higher from operations percentage for 2013 decreased 3.1% compared to the 2012. The decrease in income from operations to is increased R&I, sales staff and travel costs incurred in pursuit of growth opportunities. percentage primarily related Year ended December 31, $ $ $ 2014 51,091 12,897 25.2 % 6,558 12.8 % $ $ $ 2013 42,927 10,659 24.8 % 6,260 14.6 % 2012 $ — $ — — % $ — — % December 31, 2013 is incremental to the Company for the period as this is a new segment acquired during the second quarter of 2013. CICT revenue is primarily driven by demand for d-Limonene and other bio-based chemistries produced for a multitude of industries, as well as from citrus isolates produced for the flavor and fragrance industry. Revenue for CICT is subject to market seasonality and availability of raw materials. CICT gross margin for the year to date period ended December 31, 2013 contributed incrementally to the Company’s overall consolidated margin as part of the new segment of business acquired in May 2013. The primary drivers of the margins of the CICT segment are demand for the Company’s bio-based chemistries and the high value flavor and fragrance isolates. The general direction of the citrus oil markets and seasonality of flavor compounds can also impact margin results. Income from operations for year to date period ended December 31, 2013 contributed incrementally to the from income Company’s operations over the comparable period of 2012. consolidated overall products partially offset by the supply chain benefits of the Florida Chemical acquisition. Income from operations for the Energy Chemical Technologies segment was relatively flat for the year ended December 31, 2013 compared to 2012. Income Consumer and Industrial Chemical Technologies (dollars in thousands) Revenue Gross margin Gross margin % Income from operations Income from operations % Results for 2014 compared to 2013—Consumer and Industrial Chemical Technologies CICT revenue for the year ended December 31, 2014 increased $8.2 million or 19.0%, from the prior corresponding period, as the segment was created in the second quarter of 2013 upon the acquisition of Florida Chemical. CICT gross margin for the year ended December 31, 2014 increased $2.2 million, or 21.0% from the prior corresponding period primarily due to the segment being created in the second quarter of 2013 upon the acquisition of Florida Chemical. Gross margin as a percentage of revenue increased to 25.2% for the year ended December 31, 2014 compared to 24.8% from the prior corresponding period. Income from operations for the CICT segment increased $0.3 million, or 4.8%, for the year ended December 31, 2014 from the prior corresponding period primarily due to the increased revenue between the two periods. Results for 2013 compared to 2012—Consumer and Industrial Chemical Technologies CICT revenue for the year ended December 31, 2013 was $42.9 million. Revenue for the year ended 30 Drilling Technologies (dollars in thousands) Revenue Gross margin Gross margin % Income from operations Income from operations % $ $ $ Results for 2014 compared to 2013—Drilling Technologies Drilling Technologies revenue for the year ended December 31, 2014 increased $0.9 million, or 0.8% from the prior corresponding period primarily due to an increase in actuated tool rentals. ‰ ‰ ‰ Rental revenue for the year ended December 31, 2014 increased by $3.7 million, or 6.0% from the prior corresponding period. Leading the increase was motor rentals which rose 52.9% along with growth of 96.5% in Stemulator® tool activity. This was partially offset by a decrease of 32.0% in other tool rental types and flat activity for Teledrift® year over year. sales revenue for Product the year ended December 31, 2014 decreased by $2.5 million, or 6.8%, from the prior corresponding period, primarily due to decreased domestic float and motor product sales revenue and decreased international drill pipe sales. Service revenue for the year ended December 31, 2014 decreased $0.3 million, or 2.0%, from the prior corresponding period primarily related to decreased rig service jobs and inspections. Drilling Technologies gross margin for the year ended December 31, 2014 increased $2.5 million, or 5.8%, from the prior corresponding period and increased to 40.3% as a percentage of revenue compared to 38.4% from year end 2013. This was primarily due to increased material margins on the actuated tool rentals as a direct result of repair cost decreases and direct expense controls put in place during 2014. Drilling Technologies income from operations for the year ended December 31, 2014 increased by $0.7 million or 3.9% from the prior corresponding period. Income from operations as a percentage of revenue 31 Year ended December 31, 2013 $ $ $ 112,406 43,156 38.4 % 18,306 16.3 % $ $ $ 2014 113,302 45,651 40.3 % 19,022 16.8 % 2012 116,736 45,709 39.2 % 22,282 19.1 % increased to 16.8% for the year ended December 31, 2014 from 16.3% in the prior corresponding period. These increases were also due to increased material margins and direct expense controls mentioned above. Results for 2013 compared to 2012—Drilling Technologies Drilling Technologies revenue for the year ended December 31, 2013 decreased $4.3 million or 3.7% from the prior corresponding period. Revenue declines can be primarily attributed to a decline in actuated tool rentals. A 21% decline in vertical wells limited the in 2013 compared to 2012 has opportunities for renting tools directly to operators. ‰ ‰ Product Product Revenue: revenue was relatively flat for the year ended December 31, 2013 compared to the prior corresponding period, increasing by $0.6 million or 1.7% due to improved sales of motor equipment that was a result of higher sales to existing customers. Rental Revenue: Rental revenue for the year ended December 31, 2013 decreased by $6.1 million or 9.0% in comparison to the 2012 period. This decline is due to an $11.1 million or 42.0% decrease in actuated tool rentals caused by increased competition, competitive pricing pressure, strategic selection of higher margin rental jobs, and the above mentioned decline in vertical wells. Partially offsetting the actuated tool decrease was an increase in Teledrift® and Pro Series MWD rentals where international growth of 31.0% in South America, the Middle East, Canada and Kazakhstan mitigated the loss of revenue in the US. Also offsetting the actuated tool decline was revenue growth for the new Stemulator® tool, which was introduced in the last half of 2013, as well as existing drilling tool rentals (stabilizers, reamers, collars, etc.). ‰ Service Revenue: The service revenue for the year ended December 31, 2013 increased $1.1 million, or 8.7% from the prior corresponding period. The increased service revenue was primarily related to increased rig installations, inspections and increased pricing of services offered in the market. Drilling Technologies gross margin for the year ended December 31, 2013 decreased by $2.6 million, or 5.6%, from the prior corresponding period due to the sales decrease and actuated tool cost increases. As a percentage of revenue gross margin declined by only 0.8% as a result of actuated tool cost increases partially offset by an improved product mix resulting from proportionately higher sales of higher margin Teledrift® series tools, Stemulator® tool and other drilling tools and services. Drilling Technologies income from operations for the year ended December 31, 2013 decreased by $4.0 million, or 17.8% and by 2.8% as a percentage of revenue from the prior corresponding period. This decline was primarily due to the lower revenue and gross margins, increased sales force related costs, medical costs, and general insurance expenses. Production Technologies (dollars in thousands) Revenue Gross margin Gross margin % Income from operations Income from operations % Year ended December 31, 2013 2012 2014 $ $ $ 16,003 6,544 40.9 % 3,246 20.3 % $ $ $ 14,800 5,176 35.0 % 3,060 20.7 % $ $ $ 12,106 4,472 36.9 % 3,395 28.0 % Results for 2014 compared to 2013—Production Technologies Results for 2013 compared to 2012—Production Technologies Revenue for the Production Technologies segment for the year ended December 31, 2014 revenue increased by $1.2 million, or 8.1% from the prior corresponding period as sales of PetrovalveTM tools and lifting units rose by $4.6 million, or 152.9% in 2014. Offsetting those revenue increases was a decrease in equipment sales and related services of $3.5 million, or 31.1% in coal-bed methane related business. the year Production Technologies gross margin increased by ended $1.4 million, or 26.4% for December 31, 2104. Gross margin as a percentage of revenue increased to 40.9% compared to 35.0%, from the prior corresponding period, primarily due to the higher margins associated with the international valve sales and slight improvement in margins on pump equipment. Income from operations increased by $0.2 million, or 6.1% for the year ended December 31, 2014, from the prior corresponding period, primarily due to the increased material margins mentioned above partially offset by SG&A expenses which increased by 55.6% employee-related due expenses as the segment continues to refocus and reposition for growth in the market. attributable costs to to is revenue related equipment Production Technologies primarily derived from coal bed methane (“CBM”) drilling activity, and is impacted by the price of natural gas; is starting to diversify into although the segment more oil sales and service. Revenue for the Production Technologies segment for the year ended December 31, 2013 increased by $2.7 million, or 22.3% from the prior corresponding period. The introduction of SSI Lift Systems in the second half of 2013; as well as increased pump and pump equipment sales led to the revenue increase. This increase is due to a slight rebound in the gas workover drilling market, additional installations in 2013, and more oil related equipment sales. Production Technologies gross margins increased for the year ended December 31, 2013 by $0.7 million or 15.7% from the prior corresponding period due to the increased sales. As a percentage of revenue, gross margin has declined by 1.9% from the prior corresponding period as the increase in revenue in 2013 is almost entirely made up of oil related surface pump equipment which carries much lower margins than the international valve sales, which were flat year over year. 32 Income from operations decreased $0.3 million or 9.9%, for the year ended December 31, 2013 from the prior corresponding period. Operating income in 2013 would have remained the same as 2012 without the onetime gain on disposal of an operational asset included in 2012 operating results. Capital Resources and Liquidity Overview The Company’s ongoing capital requirements arise from the Company’s needs to service debt, acquire fund working capital and maintain equipment, requirements and when the opportunities arise, to make strategic acquisitions. The Company funds its operating and capital requirements through operating cash flows and debt financing. The Company’s primary source of debt financing is its Credit Facility with PNC Bank. This Credit Facility contains provisions for a revolving credit facility of up to $75 million and a term loan secured by substantially all of the Company’s domestic real and personal property, including accounts receivable, land, buildings, equipment and other inventory, intangible assets. As of December 31, 2014, the Company had $8.5 million in outstanding borrowings under the revolving credit facility and $35.5 million outstanding under the term loan. At December 31, 2014, the Company was in compliance with all debt covenants. Significant terms of the Company’s credit facility are discussed in Part II, Item 8—“Financial Statements and Supplementary Data” in Note 10 of “Notes to Consolidated Financial Statements” herein. At December 31, 2014, the Company remained compliant with the continued listing standards of the NYSE. Cash and cash equivalents totaled $1.3 million at the Company December 31, 2014. During 2014, generated $48.8 million of cash inflows from operations (net of $28.9 million expended in working capital), received gross proceeds of $357.2 million from the issuance of new debt and received $4.6 million in proceeds related to lost-in-hole and asset sales activity. Offsetting these cash inflows, the Company paid $5.7 million associated with the purchases of EOGA and SiteLark, paid down $375.2 million of debt, used $19.9 million in capital expenditures and $10.4 million to repurchase common stock. Liquidity The Company plans to spend approximately $25 million for committed and planned capital expenditures, inclusive of approximately $10 million for major facilities in R & I and Oman that will be initiated in 2015. The Company expects to generate sufficient cash from operations to fund its capital expenditures and make required payments on the term loan, including any prepayments that may be required under the credit facility agreement. If necessary, the Company will utilize its available capacity under the revolving credit agreement to fulfill its liquidity needs. Any excess cash generated may be used to pay down the level of debt, repurchase company stock or be retained for future use. The Company may pursue acquisitions when strategic opportunities arise and may access external financing to fund those acquisitions, if needed. Cash Flows Cash flow metrics from the consolidated statements of cash flows are as follows (in thousands): Year ended December 31, 2013 2012 2014 Net cash provided by operating activities Net cash used in investing activities Net cash (used in) provided by financing activities Effect of changes in exchange rates on cash and cash equivalents Net (decrease) increase in cash and cash equivalents $ 48,822 (21,703) (28,440) (143) $ 39,548 (62,700) 23,501 (319) $ 49,515 (15,200) (78,301) 4 $ (1,464) $ 30 $(43,982) 33 Operating Activities During 2014, 2013 and 2012, cash from operating activities totaled $48.8 million, $39.5 million and net $49.5 million, earnings for 2014 totaled $53.6 million, compared to consolidated net earnings of $36.2 million for 2013 and consolidated net earnings of $49.8 million for 2012. respectively. Consolidated expense ($17.8 million), Noncash items recognized in 2014 totaled $24.2 million, consisting primarily of depreciation and stock amortization compensation expense ($10.5 million), changes to deferred income taxes ($1.5 million) and provisions related to accounts receivables and inventories ($0.8 million) partially offset by gain on sale of assets ($3.4 million) and excess tax benefit related to share-based awards ($3.4 million). expense ($15.1 million), Noncash items recognized in 2013 totaled $22.7 million, consisting primarily of depreciation and amortization stock compensation expense ($10.9 million), provisions related to accounts receivables and inventories ($1.9 million) partially offset by gains on the sale of assets ($4.6 million) and excess tax benefit related to share-based awards ($1.7 million). Noncash items recognized in 2012 totaled $10.4 million, consisting primarily of depreciation and amortization expense ($11.6 million), amortization of deferred financing costs and accretion of debt discount ($4.7 million), share-based compensation expense ($13.4 million) and non-cash losses on the early extinguishment of debt ($4.8 million), partially offset by deferred income taxes ($18.7 million) net gains on asset disposals ($4.8 million) and changes in the fair value of the warrant liability ($2.6 million). primarily consisting During 2014 changes in working capital used $28.9 increased of million, inventories receivables ($23.1 million), higher ($13.7 million), increased other current assets ($6.4 million), partially offset by higher payables ($13.1 million) and higher income taxes payables ($1.4 million). During 2013 changes in working capital used $19.3 million in cash, primarily consisting of lower payables ($21.3 million), higher receivables ($9.9 million), partially offset by lower inventories ($4.5 million), higher accrued liabilities ($4.1 million) and higher income taxes payables ($2.2 million). 34 During 2012 changes in working capital used $10.6 million in cash. Changes in working capital during 2012 reflected our increased activity levels, with the use being driven primarily by increased inventories ($9.4 million), increased other current assets ($2.1 million) accrued liabilities ($1.9 million) and interest payable ($2.0 million), partially offset by decreased accounts receivable ($1.8 million) and increased accounts payable ($2.5 million), and a decrease in income taxes payable ($0.4 million). Investing Activities including $19.9 million During 2014 investing activities used cash of $21.7 million, capital expenditures and $5.7 million associated with the purchase of Eclipse IOR Services, LLC and SiteLark, LLC, partially offset by proceeds from sales of assets ($4.6 million). in During 2013 investing activities used cash of $62.7 million, including ($53.4) million associated with the purchase of Florida Chemical, ($15.0) million in capital expenditures partially offset by proceeds from sales of ($5.8 million). Capital expenditures for 2013 decreased when compared to 2012 primarily due to lower spending on both drilling technologies facilities expansion and the Company’s new ERP system. assets During 2012, investing activities used cash of $15.2 million. Capital expenditures were $20.7 million and were partially offset with proceeds from the sale of assets of $5.5 million. Financing Activities During 2014, financing activities used cash of $28.4 million primarily related to the net repayment of the revolving line of credit ($7.8 million), payments on the term loan ($10.3 million) and net equity related transactions the repurchase of common stock. ($10.0 million) primarily term loan ($26.2 million), During 2013, financing activities generated $23.5 million primarily related to borrowings under the Company’s and revolving line of credit ($16.3 million), partially offset by debt payments ($13.2 million) and equity related primarily purchase of treasury stock. The increase borrowings under the term loan and the revolving line of credit were related to the Company’s acquisition of Florida Chemical. ($4.5 million) transactions Financing activities used $78.3 million in cash during 2012 for the payments on capital lease obligations and the retirement of convertible notes ($102.4 million) and the purchases of treasury stock for tax withholding purposes ($2.0 million). Cash outflows for financing activities were partially offset by proceeds from the issuance of our 2012 Term Loan ($25.0 million). Although the Company has no immediate intention to access the capital markets, the Company intends to file a “universal” shelf registration with the Securities and Exchange Commission in the future. This shelf registration statement will register the issuance and sale from time to time of various securities by the Company, including but not limited to senior notes, subordinated notes, preferred stock, common stock, and warrants. Once this shelf registration statement is filed with the Securities and Exchange Commission and becomes effective, the Company will have the financial flexibility to access the capital markets quickly and efficiently from time to time as the need may arise. Off-Balance Sheet Arrangements There have been no transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as “structured finance” or “special purpose entities” (“SPEs”), established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of December 31, involved in any 2014, unconsolidated SPEs. the Company was not The Company has not made any guarantees to customers or vendors nor does the Company have any off-balance sheet arrangements or commitments that have, or are reasonably likely to have, a current or financial effect on the Company’s condition, change in financial condition, revenue, liquidity, capital expenses, expenditures or capital resources that are material to investors. results of operations, future Contractual Obligations Cash flows from operations are dependent on a variety of factors, including fluctuations in operating results, accounts receivable collections, inventory management, and the timing of payments for goods and services. Correspondingly, impact of contractual obligations on the Company’s liquidity and capital resources in future periods is analyzed in conjunction with such factors. the Material contractual obligations consist of repayment of amounts borrowed under the Company’s Credit Facility and payment of operating lease obligations. Contractual obligations at December 31, 2014 are as follows (in thousands): Term loan Estimated interest expense on term loan (1) Borrowings under revolving credit facility (2) Operating lease obligations Total Payments Due by Period Total $ 35,541 3,262 8,500 25,208 $ 72,511 Less than 1 year $ 10,143 1,369 8,500 2,440 $ 22,452 1 - 3 years 3 -5 years $ 14,286 1,696 - 4,921 $ 20,903 $ 11,112 197 - 3,929 $ 15,238 More than 5 years $ - - - 13,918 $ 13,918 (1) (2) For the purpose of this calculation, interest rates on variable rate obligations remain unchanged from December 31, 2014. The borrowing is classified as current debt. The weighted-average interest rate was 3.75% at December 31, 2014. Critical Accounting Policies and Estimates The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Preparation of these statements requires management to make judgments, estimates and assumptions that affect the amounts of assets and liabilities in the financial statements and revenue and expenses during the reporting period. Significant accounting policies are described in Note 2 “Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements. The Company believes the following accounting policies are critical due to the significant, subjective and complex judgments and estimates required when 35 preparing the consolidated financial statements. The Company regularly reviews judgments, assumptions and estimates to the critical accounting policies. Revenue Recognition of (a) sales evidence for product and services Revenue is recognized when all of the following criteria have an persuasive been met: arrangement exists, (b) products are shipped or services rendered to the customer and all significant risks and rewards of ownership have passed to the customer, (c) the price to the customer is fixed and determinable, and (d) collectability is reasonably assured. The Company’s products and services are sold based on a purchase order and/or contract and have fixed or determinable prices. There is typically no right of return or any significant post-delivery obligations. Probability of collection is assessed on a customer-by-customer basis. Chemical recorded at Technologies, Revenue and associated accounts receivable in the technologies, Consumer and Energy Chemicals Industrial Drilling Technologies and Production Technologies segments agreed price when the are aforementioned conditions are met. Generally a signed proof of obligation is obtained from the customer (delivery ticket or field bill for usage). Deposits and other funds received in advance of delivery are deferred until the transfer of ownership is complete. the The Logistics division of chemicals recognizes revenue related to design and construction oversight contracts using the percentage-of-completion method of accounting, measured by the percentage of costs incurred to date proportionate to the total estimated costs of completion. This calculated percentage is applied to the total estimated revenue at completion to calculate revenue earned to date. Contract costs include all direct labor and material costs, as well as and indirect construction operations. General and administrative costs are charged to expense as incurred. Changes in job performance metrics and estimated profitability, including those arising from contract bonus and penalty provisions and final contract settlements, may periodically result in revisions to revenue and expenses and are recognized in the period in which or such anticipated losses on contracts are recognized when such amounts become probable and estimable. probable. Known to manufacturing revisions become related costs 36 Within the Drilling segment, revenue is recognized upon receipt of a signed and dated field billing ticket from the customer. Customers are charged contractually agreed amounts for oilfield rental equipment damaged or lost-in-hole (“LIH”). LIH proceeds are recognized as revenue and the associated carrying value is charged to cost of sales. Revenue for equipment sold by the Production Technologies segment is recorded net of any credit issued for return of an item for refurbishment under the equipment exchange program. Sales tax collected from customers is not included in revenue but rather is accrued as a liability for future taxing authorities. remittance respective the to Allowance for Doubtful Accounts The Company performs ongoing credit evaluations of customers and grants credit based upon historical payment history, financial condition and industry expectations as available. Determination of the collectability of amounts due from customers requires the Company to use estimates and make judgments regarding future events and trends, including monitoring customers’ payment history and current credit worthiness in order to determine reasonably assured. The collectability is that Company also considers the overall business climate in which its customers operate. judgments and estimates These uncertainties require the Company to make frequent regarding a customers’ ability to pay amounts due in order to assess and quantify an appropriate allowance for doubtful accounts. The primary factors used to quantify the allowance are customer delinquency, bankruptcy, and the Company’s estimate of its ability to collect outstanding receivables based on the number of days receivable has been a outstanding. affect customers’ The majority of the Company’s customers operate in the energy industry. The cyclical nature of the operating industry may performance and cash flows, which could impact these the Company’s ability obligations. Additionally, are located in international areas that are inherently subject to risks of economic, political and civil instability. to some customers collect on The Company continues to monitor the economic climate in which its customers operate and the aging of its accounts receivable. The allowance for doubtful accounts is based on the aging of accounts and an individual assessment of each invoice. At December 31, 2014, the allowance was 1.1% of gross an allowance of 1.3% a year earlier. While credit losses have historically been within expectations and the provisions established, should actual write- offs differ to the allowance would be required. from estimates, receivable, compared revisions accounts to Inventory Reserves Inventories consist of raw materials, work-in- process and finished goods and are stated at the lower of cost or market, using the weighted-average cost method. Finished goods inventories include raw materials, direct labor and production overhead. The Company’s inventory reserve represents the excess of the inventory carrying value over the amount expected to be realized from the ultimate sale or other disposal of the inventory. reviews regularly The Company inventory quantities on hand and records provisions or impairments for excess or obsolete inventory based on the Company’s forecast of product demand, inventory on hand, market historical usage of procurement conditions, requirements developments. Significant or unanticipated changes in market conditions or Company forecasts could affect the amount and timing of provisions for excess and obsolete inventory and inventory impairments. and technological production and Significant changes have not been made in the methodology used to estimate the reserve for excess and obsolete inventory or impairments during the past three years. Specific assumptions are updated at the date of each evaluation to consider Company experience and current industry trends. Significant judgment is required to predict the potential impact which the current business climate and evolving market conditions could have on the Company’s assumptions. Changes which may occur in the energy industry are hard to predict and they may occur rapidly. To the extent that changes in market in adjustments to management conditions result assumptions, impairment losses could be realized in future periods. 37 At December 31, 2014, the Company recorded impairments for all inventory items recognized in the allowance for excess and obsolete inventory. Business Combinations The Company allocates the fair value of purchase consideration to the assets acquired, liabilities assumed, and any non-controlling interests in the acquired entity generally based on their fair values at the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired, liabilities assumed and any non-controlling interests in the acquired entity is recorded as goodwill. The primary items that generate goodwill include the value of the synergies between the acquired company and Flotek and the acquired assembled workforce. value of Acquisition-related recognized expenses separately from the business acquisition and are recognized as expenses as incurred. the are The purchase price allocation process requires the management to make significant estimates and assumptions at the acquisition date with the respect to the fair value of: ‰ ‰ ‰ ‰ intangible assets acquired from the acquiree; tax assets and liabilities assumed from the acquiree; stock awards assumed from the acquiree that are included in the purchase price; and pre-acquisition obligations and contingencies assumed from the acquiree. Although the Company believes the assumptions and estimates it has made in the past have been reasonable and appropriate, they are based in part or historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Goodwill frequently if change Goodwill is not subject to amortization, but is tested for impairment annually during the fourth quarter, an event occurs or or more circumstances a potential impairment. These circumstances may include, but are not limited to, a significant adverse change in the business climate, unanticipated competition, or a change in projected operations or results of a reporting unit. Goodwill is tested for that would indicate a at unit reporting impairment level. At December 31, 2014, only three reporting units, Energy Chemical Technologies, Consumer and Industrial Chemical Technologies and Drilling Technologies, have a goodwill balance. During annual goodwill impairment testing in 2014, 2013 and 2012, the Company first assessed qualitative factors to determine whether it was necessary to perform the two-step goodwill impairment test that the Company has historically used. Based on its qualitative assessment, the Company concluded that there was no indication of the need for an impairment of goodwill as of the fourth quarter of 2014, 2013 or 2012, and therefore no further testing was required. to its carrying amount, If impairment testing is required, the Company uses a two-step process. The first step is to compare the estimated fair value of each reporting unit which including has goodwill goodwill. To determine fair value estimates, the Company uses the income approach based on discounted cash flow analyses, combined with a market-based approach. The market-based approach considers valuation comparisons of recent public sale transactions of similar businesses and earnings multiples of publicly traded businesses operating in industries consistent with the reporting unit. If the fair value of a reporting unit is less than its carrying value, the second step of the impairment test is performed to determine the amount of impairment, if any. The second step compares the implied fair the reporting unit goodwill with the value of carrying amount of the goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied value, an impairment loss is recognized in an amount equal to that excess. The Company determines fair value using widely accepted valuation techniques, including discounted cash flows and market multiples analyses, and through use of independent fixed asset valuation firms, as appropriate. These types of analyses contain uncertainties as they require management to judgments to make and the regarding industry economic profitability of strategies. The future business Company’s policy is to conduct impairment testing taking into based on current business strategies, economic consideration and current future conditions, as well as the Company’s apply factors assumptions industry and assumptions in the expectations. Key used discounted cash flow valuation model include, among others, discount rates, growth rates, cash flow projections and terminal value rates. Discount rates and cash flow projections are the most sensitive and susceptible to change as they require significant management judgment. Discount rates are determined using a weighted average cost of capital (“WACC”). The WACC considers market and industry data, as well as Company-specific risk factors for each reporting unit in determining the appropriate discount rate to be used. The discount rate utilized for each reporting unit is indicative of the return an investor would expect to receive for investing in a similar business. Management uses industry and Company-specific historical and projected results to develop cash flow projections for each reporting unit. Additionally, as part of the market multiples approach, the Company utilizes market data from publicly traded entities whose businesses operate in industries comparable to the Company’s reporting units, adjusted for certain factors that increase comparability. considerations the occurrence of The Company cannot predict events or circumstances that could adversely affect the fair value of goodwill. Such events may include, but are not limited to, deterioration of the economic environment, increases in the Company’s weighted average cost of capital, material negative changes in relationships with significant customers, reductions in valuations of other public companies in the Company’s industry, or strategic decisions made in response to economic and competitive conditions. If actual results are not consistent with the Company’s current estimates and assumptions, impairment of goodwill could be required. Long-Lived Assets Other than Goodwill and indefinite Long-lived assets other than goodwill consist of property and equipment and intangible assets that have determinable lives. The Company makes judgments and estimates regarding the carrying value of including capitalized, depreciation and amounts amortization methods to be applied, estimated useful lives and possible impairments. Property and equipment and intangible assets with determinable lives are tested for impairment whenever events or changes in circumstances indicate the carrying value of the asset may not be recoverable. these assets, to be 38 of an and events property equipment, For or circumstances indicating possible impairment may include a significant decrease in market value or a significant change in the business climate. An impairment loss is recognized when the carrying amount estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss is the excess of the asset’s carrying value over its fair value. Fair value is generally determined using an appraisal by an independent valuation firm or by using a discounted cash flow analysis. exceeds asset the For intangible assets with definite lives, events or circumstances indicating possible impairment may include an adverse change in the extent or manner in which the asset is being used or a change in the assessment of future operations. The Company assesses the recoverability of the carrying amount by preparing estimates of future revenue, margins and cash flows. If the sum of expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, an impairment loss is recognized. The impairment loss recognized is the amount by which the carrying amount exceeds the these assets may be fair value. Fair value of determined of methodologies, by including discounted cash flows. variety a to are but tested amortization, Intangible assets with indefinite lives are not subject for impairment annually during the fourth quarter, or more frequently if an event occurs or circumstances change that would indicate a potential impairment. These circumstances may include, but are not limited to, a significant adverse change in the business climate, unanticipated competition, or a change in projected operations or results of a reporting unit. indefinite lived In 2014, while testing annual intangible assets for impairment, the Company first assessed qualitative factors to determine whether it was necessary to perform the impairment test. Based on its qualitative assessment, the Company concluded that there was no indication of the need for an impairment of indefinite lived intangibles as of the fourth quarter of 2014, and therefore no further testing was required. impairment testing for the indefinite lived If the Company then intangible assets is required, performs the quantitative impairment test. The quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Fair value of these assets may be determined by a variety of methodologies, including discounted cash flows. is potential identified, The development of future net undiscounted cash flow projections requires management projections of future sales and profitability trends and the estimation of remaining useful lives of assets. These projections are consistent with those projections the Company uses to internally manage operations. When a impairment discounted cash flow valuation model similar to that used to value goodwill at the reporting unit level, incorporating discount rates commensurate with risks associated with each asset, is used to determine the fair value of the asset in order to measure potential impairment. Discount rates are determined by using a WACC. Estimated revenue and WACC assumptions are the most sensitive and susceptible to change in the long-lived asset analysis as they require significant management judgment. The Company believes the assumptions used are reflective of what a market participant would have used in calculating fair value. Valuation methodologies utilized to evaluate long- lived assets other than goodwill for impairment were consistent with prior periods. Specific assumptions discussed above are updated at each test date to consider current industry and Company- specific risk factors from the perspective of a market participant. The current business climate is subject to evolving market conditions and requires significant management judgment to interpret the potential impact to the Company’s assumptions. To that changes in the current business the extent climate result to management in adjustments projections, impairment losses may be recognized in future periods. No impairment was recorded for property and equipment and intangible assets with indefinite or determinable lives during 2014, 2013 and 2012. 39 Warrant Liability Prior to June 2012, the Company used the Black- Scholes option-pricing model to estimate the fair value of its warrant liability. On June 14, 2012, provisions in the Company’s outstanding warrants were amended to eliminate anti-dilution price adjustment provisions as well as cash settlement provisions of a change of control event. Upon amendment the warrants met the requirements for classification as equity. All fluctuations in the fair value of the warrant liability prior to June 2012 were recognized as non-cash income or expense items within the Statement of Operations. Historical non-cash fair value accounting methodology for the warrant liability is no longer required due to the contractual amendment. Fair Value Measurements considers principal, Fair value is defined as the amount that would be received for the sale of an asset or paid for the transfer of a liability in an orderly transaction between unrelated third party market participants at the measurement date. In determination of fair value measurements for assets and liabilities the Company or most the advantageous market, and assumptions that market participants would use when pricing the asset or liability. The Company categorizes financial assets and liabilities using a three-tiered fair value hierarchy, based upon the nature of the inputs used in the determination of fair value. Inputs refer broadly to the assumptions that market participants would use in pricing an asset or liability and may be observable or unobservable. Significant judgments and estimates are required, particularly when inputs are based on pricing for similar assets or liabilities, pricing in non-active markets or when unobservable inputs are required. Income Taxes subject tax provision is to The Company’s judgments and estimates necessitated by the complexity of existing regulatory tax statutes and the effect of these upon the Company due to operations in multiple tax jurisdictions. Income tax expense is based on taxable income, statutory tax rates and tax planning opportunities available in the various in which the Company operates. The Company’s income tax expense will jurisdictions fluctuate from year to year as the amount of pretax income fluctuates. Changes in tax laws, and the Company’s profitability within and across the tax jurisdictions may impact liability. While the annual tax provision is based on the best information available to the Company at the time of preparation, several years may elapse before the ultimate tax liabilities are determined. the Company’s are recognized for The Company uses liability method in the accounting for income taxes. Deferred tax assets and liabilities temporary differences between financial statement carrying amounts and the tax bases of assets and liabilities, and are measured using the tax rates expected to be in effect when the differences reverse. Deferred tax assets are also recognized for operating loss and tax credit carry forwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period includes the enactment date. A valuation that allowance is used to reduce deferred tax assets when uncertainty exists regarding their realization. recorded to reduce A valuation allowance is previously recorded tax assets when it becomes more-likely-than-not such assets will not be realized. The Company evaluates, at least annually, net operating loss carry forwards and other net deferred tax assets and considers all available evidence, both positive and negative, to determine whether, a valuation allowance is necessary relative to net operating loss carry forwards and other net deferred tax assets. In making this determination, the Company considers cumulative losses in recent years evidence. The Company considers recent years to mean the current year plus the two preceding years. The Company considers the recent cumulative income or loss position of its filings groups as objectively verifiable evidence for the projection of future income, which consists primarily of determining the average of the pre-tax income of the current and prior two years after adjusting for certain items not indicative of future performance. Based on this the Company determines whether a analysis, valuation allowance is necessary. significant negative as In 2009, general economic deterioration and, in particular, a downturn in the oil and gas industry had a negative impact on earnings. The Company incurred losses and, during the three months ended 40 September 30, 2009, it violated certain debt covenants. As a result, the Company disclosed that it might not be able to continue as a going concern if it was unable to secure additional financing and successfully implement corrective actions to remain listed on the NYSE. The Company was unable to project the from future consideration strategies. Accordingly, at September 30, 2009, management determined it was appropriate to record a full valuation allowance against its deferred tax assets. planning income events tax of or The Company’s tax filing group with net operating loss carryforwards continued to have operating losses during each quarter of 2010. Beginning with the first quarter of 2011, this tax filing group returned to profitability. Profits continued during each subsequent quarter of 2011 and during each quarter of 2012. As of December 31, 2012, this tax filing group was no longer in a cumulative loss position for the most recent 12-quarter period. The this 12- calculated average annual quarter nonrecurring adjusted period, impairment of fixed assets in 2010, was $3 million. income was The projected for future years in the loss carryforward period. This projection of income and reversing temporary differences demonstrated that the net operating loss would be fully utilized during the carryforward period. income for a for calculated average annual The Company weighed the negative evidence of the existence of a recent cumulative loss more heavily than the positive evidence of a return to profitability during 2011 and 2012. Not being in a cumulative loss position as of December 31, 2012 removed the significant negative evidence. In addition, the tax filing group now had eight consecutive quarters of profitability, and projections of income based on objectively verifiable positive evidence provided additional positive evidence. The Company also considered other factors, including a determination that there were no unsettled circumstances that, if unfavorably resolved, would adversely affect future operations or profit levels in future years and the the Company does not operate in a fact traditionally cyclical business. Based on the weight the above positive evidence and a lack of of negative evidence, the Company removed the valuation allowance for deferred tax assets of $16.5 million at December 31, 2012 and recognized a reduction of deferred federal income tax expense. that 41 The tax filing group was in a cumulative loss position for the most recent 12-quarter periods ended on March 31, June 30 and September 30, 2012. The Company periodically identifies and evaluates uncertain tax positions. This process considers the amounts and probability of various outcomes that could be realized upon final settlement. Liabilities for uncertain tax positions are based on a two-step process. The actual benefits ultimately realized may differ from the Company’s estimates. Changes in facts, circumstances, and new information may require a change in recognition and measurement estimates for certain individual tax positions. Any changes in estimates are recorded in results of operations in the period in which the change occurs. At December 31, 2014, the Company performed an evaluation of and concluded that it did not have significant uncertain tax positions requiring disclosure. The Company’s policy is to record interest and penalties related to income tax matters as income tax expense. tax positions its various Share-Based Compensation The Company has stock-based incentive plans which are authorized to issue stock options, restricted stock and other incentive awards. Stock- based compensation expense for stock options and restricted stock is determined based upon estimated grant-date fair value. This fair value for the stock options is calculated using the Black-Scholes option-pricing model and is recognized as expense over the requisite service period. The option-pricing requires the input of highly subjective model assumptions, price volatility and expected option life. For all stock- based incentive plans, the Company estimates an expected forfeiture rate and recognizes expense only for those shares expected to vest. The estimated forfeiture rate is based on historical experience. To the extent actual forfeiture rates differ from the estimate, stock-based compensation expense is adjusted accordingly. including expected stock Loss Contingencies loss The Company is subject the could contingencies Company’s conduct of business. Management considers the likelihood of a loss or the impairment to a variety of during arise that loss in determining potential of an asset or the incurrence of a liability, as well as the Company’s ability to reasonably estimate the amount of loss contingencies. An estimated loss contingency is accrued when it is probable that a liability has been incurred or an asset has been impaired and the loss can be reasonably estimated. amount of Accruals for loss contingencies have not been recorded during the past three years. The Company regularly evaluates current information available to determine whether such accruals should be made or adjusted. Recent Accounting Pronouncements the Company are described in Part Recent accounting pronouncements which may II, impact Item 8. — “Financial and Supplementary Data,” Note 2 — Summary of Significant Accounting Policies to Consolidated Financial Statements. Statements in Notes Item 7A. Disclosures About Market Risk. Quantitative and Qualitative The Company is exposed to market risk from changes in interest rates, and to a limited extent, commodity prices and foreign currency exchange rates. Market risk is measured as the potential negative impact on earnings, cash flows or fair values resulting from a hypothetical change in interest rates, commodity prices or foreign currency exchange rates over the next year. The Company manages exposure to market risks at the corporate level. The portfolio of interest-sensitive assets and liabilities is monitored and adjusted to provide liquidity necessary to satisfy anticipated short-term needs. The Company’s risk management policies allow the use of specified financial instruments for hedging purposes only. Speculation on interest rates or foreign currency rates is not permitted. The these risk Company does not consider any of management activities to be material. Interest Rate Risk The Company is exposed to the impact of interest rate changes on any outstanding indebtedness under the revolving credit facility agreement and the term loan agreement both of which have a variable interest rate. The interest rate on advances under the revolving credit facility varies based on the level of borrowing under the revolving credit facility. Rates range (a) between PNC Bank’s base lending rate plus 0.5% to 1.0% or (b) between the London Interbank Offered Rate (LIBOR) plus 1.5% to 2.0%. PNC Bank’s base lending rate was 3.25% at December 31, 2014 and would have permitted borrowing at rates ranging between 3.75% and 4.25%. The Company is required to pay a monthly facility fee of 0.25% on any unused amount under the commitment based on daily averages. At December 31, 2014, $8.5 million was outstanding under the revolving credit facility as base rate loans at an interest rate of 3.75%. The Company increased borrowing to $50.0 million under the term loan on May 10, 2013. Monthly principal payments of $0.6 million are required. The unpaid balance of the term loan is due May 10, 2018. The interest rate on the term loan varies based on the level of borrowing under the revolving credit facility. Rates range (a) between PNC Bank’s base lending rate plus 1.25% to 1.75% or (b) between the London Interbank Offered Rate (LIBOR) plus 2.25% to 2.75%. At December 31, 2014, $35.5 million was outstanding under the term loan, with $0.5 million borrowed as base rate loans at an interest rate of 4.50% and $35.0 million borrowed as LIBOR loans at an interest rate of 2.41%. Foreign Currency Exchange Risk in demarcated The Company presently has limited exposure to foreign currency risk. During 2014, less than 1% of non-US dollar revenue was currencies, and virtually all assets and liabilities of the Company are denominated in US dollars. However, as the Company expands its international operations, non-US denominated activity is likely to increase. The Company has historically performed no swaps and no foreign currency hedges. The Company may utilize swaps or foreign currency hedges in the future. Commodity Risk The Company is one of the largest processors of citrus oils in the world, and therefore has a commodity risk inherent in orange harvests. In recent years, citrus greening has disrupted citrus fruit production in Florida and Brazil which caused to increase. The raw material Company believes that adequate global supply is the Company’s needs and the available to meet feedstock cost 42 needs of general chemistry markets at this time. The Company relies upon diverse, long-term strategic supply relationships to meet its raw material needs which are expected to remain in place for the foreseeable future. Price increases have been passed along to the Company’s customers. The Company presently does not have any futures contracts and it does not plan to utilize these in the foreseeable future. 43 Item 8. Financial Statements and Supplementary Data. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Flotek Industries, Inc. We have audited Flotek Industries, Inc.’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Flotek Industries, Inc.’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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. 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 (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) 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 (c) 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 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. limitations, In our opinion, Flotek Industries, Inc. maintained in all material respects, effective internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Flotek Industries, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2014, and our report dated January 27, 2015 expressed an unqualified opinion. /s/ HEIN & ASSOCIATES LLP Houston, Texas January 27, 2015 44 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Flotek Industries, Inc. We have audited the accompanying consolidated balance sheets of Flotek Industries, Inc. and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Flotek Industries, Inc. and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Flotek Industries, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated January 27, 2015 expressed an unqualified opinion on the effectiveness of Flotek Industries, Inc.’s internal control over financial reporting. /s/ HEIN & ASSOCIATES LLP Houston, Texas January 27, 2015 45 FLOTEK INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) Current assets: ASSETS Cash and cash equivalents Accounts receivable, net of allowance for doubtful accounts of $847 and $872 at December 31, 2014 and 2013, respectively Inventories, net Deferred tax assets, net Other current assets Total current assets Property and equipment, net Goodwill Deferred tax assets, net Other intangible assets, net TOTAL ASSETS LIABILITIES AND EQUITY Current liabilities: Accounts payable Accrued liabilities Income taxes payable Interest payable Current portion of long-term debt Total current liabilities Long-term debt, less current portion Deferred tax liabilities, net Total liabilities Commitments and contingencies Equity: December 31, 2014 2013 $ 1,266 $ 2,730 78,624 85,958 2,696 11,055 179,599 86,111 71,131 12,907 73,528 65,016 63,132 2,522 4,261 137,661 79,114 66,271 15,012 77,523 $ 423,276 $ 375,581 $ 33,185 12,314 1,307 93 18,643 65,542 25,398 25,982 $ 19,899 12,778 3,361 111 26,415 62,564 35,690 27,575 116,922 125,829 Cumulative convertible preferred stock, $0.0001 par value, 100,000 shares authorized; no shares issued and outstanding Common stock, $0.0001 par value, 80,000,000 shares authorized; 54,633,726 shares issued and 53,357,811 shares outstanding at December 31, 2014; 58,265,911 shares issued and 51,804,078 shares outstanding at December 31, 2013 Additional paid-in capital Accumulated other comprehensive income (loss) Retained earnings (accumulated deficit) Treasury stock, at cost; 449,397 and 5,394,178 shares at December 31, 2014 and 2013, respectively Flotek Industries, Inc. stockholders’ equity Noncontrolling interests Total equity - - 5 254,233 (502) 52,762 6 266,122 (359) (841) (495) (15,176) 306,003 351 306,354 249,752 - 249,752 TOTAL LIABILITIES AND EQUITY $ 423,276 $ 375,581 See accompanying Notes to Consolidated Financial Statements. 46 FLOTEK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Revenue Cost of revenue Gross margin Expenses: Selling, general and administrative Depreciation and amortization Research and development Loss (gain) on disposal of long-lived assets Total expenses Income from operations Other income (expense): Loss on extinguishment of debt Change in fair value of warrant liability Interest expense Other income (expense), net Total other income (expense) Income before income taxes Income tax (expense) benefit Net income Earnings per common share: Basic earnings per common share Diluted earnings per common share Weighted average common shares: Year ended December 31, 2013 2012 2014 $ 449,157 266,198 182,959 $ 371,065 223,538 147,527 $ 312,828 181,209 131,619 87,146 9,738 4,976 211 102,071 80,888 - - (1,610) (394) (2,004) 78,884 (25,281) 53,603 0.98 0.97 $ $ $ 78,197 7,273 3,752 (421) 88,801 58,726 - - (2,092) 316 (1,776) 56,950 (20,772) 36,178 0.70 0.67 66,415 4,410 3,182 (1,009) 72,998 58,621 (7,257) 2,649 (8,103) (452) (13,163) 45,458 4,333 49,791 1.03 0.97 $ $ $ $ $ $ Weighted average common shares used in computing basic earnings per common share 54,511 51,346 48,185 Weighted average common shares used in computing diluted earnings per common share 55,526 53,841 53,554 See accompanying Notes to Consolidated Financial Statements. 47 FLOTEK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands) Year ended December 31, 2013 2012 2014 Net income Other comprehensive income (loss): Foreign currency translation adjustment Comprehensive income $ 53,603 $ 36,178 $ 49,791 (143) (319) 4 $ 53,460 $ 35,859 $ 49,795 See accompanying Notes to Consolidated Financial Statements. 48 FLOTEK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF EQUITY (in thousands) Common Stock Treasury Stock Shares Issued Par Value Shares Cost Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Accumulated Deficit) Non- controlling Interests Total Equity Balance, December 31, 2011 Net income Foreign currency translation adjustment Fair value of warrant liability reclassified to additional paid-in capital Stock issued under employee stock purchase plan Stock warrants exercised Stock options exercised Restricted stock granted Restricted stock forfeited Treasury stock purchased Excess tax benefit related to share-based awards Stock compensation expense Return of borrowed shares under share lending agreement Balance, December 31, 2012 Net income Foreign currency translation adjustment Issuance cost of preferred stock and detachable 51,958 $ 5 - - - - - - 348 68 750 - - - - - - - - - - - - - - - 53,124 $ 5 - - - - 1,358 $ (1,667) $166,814 - - - - - - $ (44) - 4 $ $(86,810) 49,791 - - (15) - - - 30 166 - - 659 - - - - - - (2,034) - - 13,973 161 421 167 - - - 528 13,421 - - - - - - - - - - - - - - - - - - - - - - 2,198 $ (3,701) $195,485 - - - - - - $ (40) - (319) $ $(37,019) 36,178 - warrants - - Stock issued under employee stock purchase plan 267 Stock warrants exercised 572 Stock options exercised 802 Restricted stock granted - Restricted stock forfeited 217 Stock granted in incentive performance plan - Treasury stock purchased - Excess tax benefit related to share-based awards - Stock surrendered for exercise of stock options Stock compensation expense - Stock issued in Florida Chemical Company acquisition 3,284 Return of borrowed shares under share lending - - - - - - - - - - - - 1 - - (44) - - - 115 - 448 - 237 - - - - - - - - - (7,568) - (3,907) - - (200) 824 323 4,397 - - - - 1,668 - 10,914 52,711 2,440 - - agreement Balance, December 31, 2013 Net income Foreign currency translation adjustment Stock issued under employee stock purchase plan Common stock issued in payment of accrued liability Stock warrants exercised Stock options exercised Restricted stock granted Restricted stock forfeited Treasury stock purchased Stock surrendered for exercise of stock options Excess tax benefit related to share-based awards Stock compensation expense Investment in Flotek Gulf, LLC and Flotek Gulf Research, LLC Stock issued in EOGA acquisition Stock issued in SiteLark acquisition Repurchase of common stock Retirement of treasury stock 58,266 $ 6 - - - - - - - 27 - 1,277 - 312 - 526 - - - - - - - - - - 5,394 $(15,176) $266,122 - - 906 600 1,545 1,660 - - - - 3,448 10,476 - - - - - - - - (6,294) (1,198) - - - - (43) - - - - 61 243 46 - - - 94 5 - (5,873) - - - - (1) - - - - - - 621 (10,395) (5,873) 32,568 - 1,894 149 - (32,567) - - - - - - - - - - - - - $(359) - (143) - - - - - - - - - - - - - - - - - - - - - - - - - - - - $ $ (841) 53,603 - - - - - - - - - - - - - - - - 351 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - $ 78,298 49,791 4 13,973 161 421 167 - - (2,034) 528 13,421 - $154,730 36,178 (319) (200) 824 323 4,397 - - - (7,568) 1,668 (3,907) 10,914 52,712 - $249,752 53,603 (143) 906 600 1,545 1,660 - - (6,294) (1,198) 3,448 10,476 351 1,894 149 (10,395) - Balance, December 31, 2014 54,634 $ 5 449 $ (495) $254,233 $(502) $ 52,762 $351 $306,354 See accompanying Notes to Consolidated Financial Statements. 49 FLOTEK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year ended December 31, 2013 2012 2014 Cash flows from operating activities: Net income $ 53,603 $ 36,178 $ 49,791 Adjustments to reconcile net income to net cash provided by operating activities: Change in fair value of warrant liability Depreciation and amortization Amortization of deferred financing costs Accretion of debt discount Provision for doubtful accounts Provision for inventory reserves and market adjustments Gain on sale of assets Stock compensation expense Deferred income tax provision (benefit) Excess in tax benefit related to share-based awards Non-cash loss on extinguishment of debt Changes in current assets and liabilities: Restricted cash Accounts receivable Inventories Other current assets Accounts payable Accrued liabilities Income taxes payable Interest payable Net cash provided by operating activities Cash flows from investing activities: Capital expenditures Proceeds from sale of assets Payments for acquisitions, net of cash acquired Purchase of patents and other intangible assets Net cash used in investing activities Cash flows from financing activities: Repayments of indebtedness Proceeds from borrowings Borrowings on revolving credit facility Repayments on revolving credit facility Debt issuance costs Issuance costs of preferred stock and detachable warrants Excess tax benefit related to share-based awards Purchase of treasury stock Proceeds from sale of common stock Repurchase of common stock Proceeds from exercise of stock options Proceeds from exercise of warrants Proceeds from noncontrolling interest Net cash (used in) provided by financing activities Effect of changes in exchange rates on cash and cash equivalents Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year - 17,848 343 - 481 358 (3,407) 10,476 1,502 (3,448) - - (13,749) (23,096) (6,388) 13,147 (224) 1,394 (18) 48,822 (19,907) 4,639 (5,704) (731) (21,703) (10,292) - 357,183 (364,955) (399) - 3,448 (6,294) 906 (10,395) 462 1,545 351 (28,440) (143) (1,464) 2,730 1,266 $ - 15,109 169 55 570 1,330 (4,565) 10,914 793 (1,668) - 150 (9,862) 4,523 936 (21,326) 4,053 2,194 (5) 39,548 (15,007) 5,788 (53,396) (85) (62,700) (13,206) 26,190 313,396 (297,124) (1,293) (200) 1,668 (7,568) 824 - 491 323 - 23,501 (319) (2,649) 11,583 946 3,710 512 2,079 (4,819) 13,421 (18,746) (528) 4,841 - 1,796 (9,368) (2,073) 2,527 (1,894) 369 (1,983) 49,515 (20,701) 5,521 - (20) (15,200) (102,438) 25,000 - - (106) - 528 (2,034) 161 - 167 421 - (78,301) 4 30 2,700 2,730 $ (43,982) 46,682 2,700 $ See accompanying Notes to Consolidated Financial Statements. 50 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Organization and Nature of Operations Flotek Industries, Inc. (“Flotek” or the “Company”) is a global, diversified, technology-driven supplier of energy chemicals and consumer and industrial chemicals and is a global developer and supplier of drilling, completion and production technologies and related services. to as referred (collectively includes Flotek’s strategic focus, and that of its diversified the subsidiaries “Company”), energy related chemical technologies, drilling and production technologies, and consumer and industrial chemical technologies. Within energy technologies, the Company provides oilfield specialty chemicals and logistics, down-hole drilling tools and production related tools used in the energy and mining industries. Flotek’s products and to drill wells more services enable customers efficiently, to realize increased production from both new and existing wells and to decrease future well operating costs. Major customers include leading oilfield service providers, pressure-pumping service companies, onshore and offshore drilling contractors, chemical technologies, and major and independent oil and gas exploration and production companies. Within consumer and industrial the Company the flavor and fragrance provides products industry and the industrial chemical industry. Major customers include food and beverage companies, fragrance and companies providing household and industrial cleaning products. companies, for The Company is headquartered in Houston, Texas, with operating locations in Colorado, Florida, Louisiana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Texas, Utah, Wyoming, Canada, the Netherlands and the Middle East. Flotek’s products are marketed both domestically and internationally, with international presence and/or initiatives in over 20 countries. Flotek was initially incorporated under the laws of the Province of British Columbia on May 17, 1985. On October 23, 2001, Flotek changed its corporate domicile to the state of Delaware. Note 2 — Summary of Significant Accounting Policies Cash Equivalents Basis of Presentation been The Company’s consolidated financial statements have the in accounting principles generally accepted in the United States of America (“GAAP”). accordance with prepared The consolidated financial statements include the accounts of Flotek Industries, Inc. and all wholly- owned subsidiary corporations. Where Flotek owns less than 100% of the share capital of its subsidiaries, but is still considered to have sufficient ownership to control the business operations are consolidated within the Company’s financial statements. The ownership interests held by other parties are shown as noncontrolling interests. the business, results of significant All and intercompany transactions have been eliminated in consolidation. The Company does not have investments in any unconsolidated subsidiaries. accounts Cash equivalents consist of highly liquid investments with maturities of three months or less at the date of purchase. Cash Management a The Company uses controlled disbursement account for its main cash account. Under this system, outstanding checks can be in excess of the cash balances at the bank before the disbursement account is funded, creating a book overdraft. Book overdrafts on this account are presented as a current liability in accounts payable in the consolidated balance sheets. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable arise from product sales, product rentals and services and are stated at estimated net realizable an allowance for doubtful accounts to reflect any loss anticipated on accounts receivable balances. The Company regularly evaluates its accounts receivable value. This incorporates value 51 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS the to estimate amounts that will not be collected and records appropriate provision for doubtful accounts as a charge to operating expenses. The allowance for doubtful accounts is based on a combination of the age of the receivables, individual and customer historical write-offs and collections. The Company writes off specific accounts receivable when they are determined to be uncollectible. circumstances, conditions credit the Company’s customers are The majority of engaged in the energy industry. The cyclical nature of the energy industry may affect customers’ operating performance and cash flows, which directly impact on certain outstanding customers are located in international areas that are inherently subject to risks of economic, political and civil instability, which can impact the collectability of receivables. obligations. Additionally, the Company’s collect ability to Changes in the allowance for doubtful accounts are as follows (in thousands): Year ended December 31, 2013 2012 2014 Balance, beginning of year Charged to provision for doubtful accounts Write-offs Balance, end of year Inventories Inventories consist of raw materials, work-in-process and finished goods and are stated at the lower of cost, determined using the weighted-average cost method, or market. Finished goods inventories include raw materials, direct labor and production overhead. The Company regularly reviews inventories on hand and current market conditions to determine if the cost of finished goods inventories exceed current market prices and impairs the cost basis of the inventory accordingly. Historically, the Company recorded a provision inventory. Impairment or provisions are based primarily on forecasts of product demand, historical trends, market conditions, production or procurement requirements and technological developments and advancements. obsolete excess and for Property and Equipment Property and equipment are stated at cost. The cost of is charged to ordinary maintenance and repair operating expense, while replacement of critical components and major improvements are capitalized. Depreciation or amortization of property and equipment, including assets held under capital leases, is calculated using the straight-line method over the asset’s estimated useful life as follows: 52 $ 872 481 (506) $ 714 570 (412) $ 571 512 (369) $ 847 $ 872 $ 714 Buildings and leasehold improvements 2-30 years Machinery, equipment and rental tools 7-10 years Furniture and fixtures Transportation equipment Computer equipment and software 3 years 2-5 years 3-7 years Property and equipment are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value of an asset or asset group may not be recoverable. Indicative events or circumstances include, but are not limited to, matters such as a significant decline in market value or a significant change in business climate. An impairment loss is recognized when the carrying value of an asset exceeds the estimated undiscounted future cash flows from the use of the asset and its eventual disposition. The amount of impairment loss recognized is the excess of the asset’s carrying value over its fair value. Assets to be disposed of are reported at the lower of the carrying value or the fair value less cost to sell. Upon sale or other disposition of an asset, the Company recognizes a gain or loss on disposal measured as the difference between the net carrying value of the asset and the net proceeds received. FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Internal Use Computer Software Costs the application development Direct costs incurred to purchase and develop computer software for internal use are capitalized during and implementation stages. These software costs have been for enterprise-level business and finance software that is customized to meet the Company’s specific operational needs. Capitalized costs are included in property and equipment and are amortized on a straight-line basis over the estimated useful life of the software beginning when the software project is substantially complete and placed in service. Costs incurred during the preliminary project stage and costs for training, data conversion and maintenance are expensed as incurred. The Company amortizes software costs using the straight-line method over the expected life of the software, generally 3 to 7 years. The unamortized amount of capitalized software was $4.1 million at December 31, 2014. Goodwill is not Goodwill is the excess of cost of an acquired entity over the amounts assigned to identifiable assets acquired and liabilities assumed in a business combination. Goodwill to amortization, but is tested for impairment annually during the fourth quarter, or more frequently if an event occurs or circumstances change that would indicate These circumstances may include an adverse change in the business climate or a change in the assessment of future operations of a reporting unit. impairment. potential subject a a The assessments. assesses whether exists using both qualitative goodwill The Company and impairment quantitative qualitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If, based is determined that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the Company does not perform a quantitative assessment. assessment, qualitative this on it If the qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than its carrying amount or if the Company elects not to perform a qualitative assessment, a quantitative assessment or two-step impairment test is performed to determine whether goodwill impairment exists at the reporting unit. approach considers The first step is to compare the estimated fair value of each reporting unit with goodwill to its carrying including goodwill. To determine fair amount, value estimates, the Company uses the income approach based on discounted cash flow analyses, combined with a market-based approach. The market-based valuation comparisons of recent public sale transactions of similar businesses and earnings multiples of publicly traded businesses operating in industries consistent with the reporting unit. If the fair value of a reporting unit is less than its carrying amount, the second step of the impairment test is performed to determine the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess. Other Intangible Assets The Company’s other intangible assets have finite and indefinite lives and consist of customer relationships, trademarks and brand names and purchased patents. The cost of intangible assets with finite lives is amortized using the straight-line method over the estimated period of economic benefit, ranging from 2 to 20 years. Asset lives are adjusted whenever there is a change in the estimated period of economic benefit. No residual value has been assigned to these intangible assets. Intangible assets with finite lives are tested for impairment whenever in circumstances indicate the carrying value may not be recoverable. These conditions may include a change in the extent or manner in which the asset is being changes events or 53 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS used or a change in future operations. The Company assesses the recoverability of the carrying amount by preparing estimates of future revenue, margins and cash flows. If the sum of expected future cash flows (undiscounted and without interest charges) is less loss is than the carrying amount, an impairment recognized. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. Fair value of these assets may be determined by a variety of methodologies, including discounted cash flow models. to are but tested amortization, Intangible assets with indefinite lives are not for subject impairment annually during the fourth quarter, or more frequently if an event occurs or circumstances change that would indicate a potential impairment. These circumstances may include, but are not limited to, a significant adverse change in the business climate, unanticipated competition, or a change in projected operations or results of a reporting unit. The Company assesses whether an indefinite lived intangible impairment exists using both qualitative assessments. The qualitative and quantitative assessment involves determining whether events or circumstances exist that indicate it is more likely than not that the fair value of the indefinite lived intangible is less than its carrying amount. If, based on this qualitative assessment, it is determined that it is not more likely than not that the fair value of the indefinite lived intangible is less than its carrying amount, the Company does not perform a quantitative assessment. If the qualitative assessment indicates that it is more likely than not that the indefinite-lived intangible asset is impaired or if the Company elects to not perform a qualitative assessment, the Company then performs the quantitative impairment test. The quantitative impairment test for an indefinite-lived intangible asset consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Fair value of these assets may be determined by a variety of methodologies, including discounted cash flows. Warrant Liability Prior to June 2012, the Company used the Black- Scholes option-pricing model to estimate the fair value of its warrant liability. On June 14, 2012, provisions in the Company’s outstanding warrants were amended to eliminate anti-dilution price adjustment provisions and remove cash settlement provisions in the event of a change of control. Upon amendment, the warrants met the requirements for classification as equity. All fluctuations in the fair value of the warrant liability prior to June 2012 were recognized as non-cash income or expense items within the statement of operations. The fair value accounting methodology for the warrant liability is no longer required. Business Combinations any and assumed, liabilities excess of acquisitions consolidated of date The Company includes the results of operations of results, in its its acquisition. from the prospectively Acquisitions are accounted for by applying the acquisitions method. The Company allocates the fair value of purchase consideration to the assets non- acquired, controlling interests in the acquired entity generally based on their fair values at the acquisition date. The fair value of purchase consideration over the fair value of these assets non- and assumed liabilities acquired, controlling interests in the acquired entity is recorded as goodwill. The primary items that generate goodwill include the value of the synergies between the acquired company and Flotek and the acquired assembled workforce. value of Acquisition-related recognized expenses separately from the business acquisition and are recognized as expenses as incurred. any the the are Fair Value Measurements The Company categorizes financial assets and liabilities using a three-tier fair value hierarchy, based on the nature of the inputs used to determine fair value. Inputs refer broadly to assumptions market participants would use to value an asset or liability and may be observable or unobservable. The hierarchy gives the highest priority to quoted 54 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 3). (level inputs “Level “Level prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable 1” measurements are measurements using quoted prices in active markets for identical assets and are 2” liabilities. measurements using quoted prices in markets that are not active or that are based on quoted prices for similar assets or liabilities. “Level 3” measurements are measurements that use significant unobservable inputs which require a company to develop its own assumptions. When determining the fair value of assets and liabilities, the Company uses the most reliable measurement available. measurements Revenue Recognition sales for product and services is Revenue recognized when all of the following criteria have been met: (i) persuasive evidence of an arrangement exists, (ii) products are shipped or services rendered to the customer and significant risks and rewards of ownership have passed to the customer, (iii) the price to the customer is fixed and determinable and (iv) collectability is reasonably assured. Products and services are sold with fixed or determinable prices and do not include right of return provisions or other significant post-delivery obligations. Deposits and other funds received in advance of delivery are deferred until the transfer of ownership is complete. Shipping and handling costs are reflected in cost of revenue. Taxes collected are not included in revenue, rather taxes are accrued for future remittance to governmental authorities. the under The Logistics division of chemicals recognizes revenue from design and construction oversight contracts percentage-of-completion method of accounting, measured by the percentage of “costs incurred to date” to the “total estimated costs of completion.” This percentage is applied to the “total estimated revenue at completion” to calculate proportionate revenue earned to date. Contracts for services are inclusive of direct labor and material costs, as well as, indirect costs of operations. General and administrative costs are charged to expense as incurred. Changes in job performance metrics and estimated profitability, including contract bonus or penalty provisions and final contract settlements, are recognized in the period such revisions appear probable. Known or anticipated losses on contracts are recognized in full when amounts are probable and estimable. Bulk material loading revenue is recognized as services are performed. Drilling revenue is recognized upon receipt of a signed and dated field billing ticket from the customer. Customers are charged contractually agreed amounts for oilfield rental equipment damaged or lost-in-hole (“LIH”). LIH proceeds are recognized as revenue and the associated carrying value is charged to cost of sales. LIH revenue totaled $4.7 million, $5.9 million and $4.2 million for the years ended December 31, 2014, 2013 and 2012, respectively. The Company generally is not contractually obligated to accept returns, except for defective products. Typically products determined to be defective are replaced or the customer is issued a credit memo. Based on historical return rates, no provision is made for returns at the time of sale. All costs associated with product returns are expensed as incurred. Foreign Currency Translation currency of foreign subsidiaries are Financial statements of the primary prepared using the economic environment of the foreign subsidiaries, as the functional currency. Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of identified expense reporting transactions average monthly exchange rate for the reporting period. Resultant translation adjustments are recognized as (loss) within other stockholders’ equity. translated using the periods. are comprehensive Revenue income and Comprehensive Income (Loss) Comprehensive income (loss) encompasses all changes in stockholders’ equity except those arising from investments to comprehensive stockholders. The Company’s income (loss) income and foreign currency translation adjustments. and distributions includes net from, 55 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Research and Development Costs Expenditures for research activities relating to product development and improvement are charged to expense as incurred. Income Taxes The Company has two U.S. tax filing groups which tax returns. Taxable file separate U.S. Federal income of one return cannot be offset by tax attributes, including net operating losses, of the other return. are tax future recognized for liability method in the The Company uses accounting for income taxes. Deferred tax assets and liabilities temporary differences between financial statement carrying amounts and the tax bases of assets and liabilities, and are measured using the tax rates expected to be in effect when the differences reverse. Deferred tax assets and liabilities are recognized related to the temporary anticipated differences between the financial statement basis and the tax basis of the Company’s assets and liabilities using statutory tax rates at the applicable year end. Deferred tax assets are also recognized for operating loss and tax credit carry forwards. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is used to reduce deferred exists tax regarding their realization. assets when uncertainty effects of recorded to reduce A valuation allowance is previously recorded tax assets when it becomes more-likely-than-not that such assets will not be realized. The Company evaluates, at least annually, net operating loss carry forwards and other net deferred tax assets and considers all available evidence, both positive and negative, to determine whether a valuation allowance is necessary relative to net operating loss carry forwards and other net deferred tax assets. In making this determination, the Company considers cumulative losses in recent years evidence. The Company considers recent years to mean the current year plus the two preceding years. The Company considers the recent cumulative income significant negative as 56 or loss position of its filings groups as objectively verifiable evidence for the projection of future income, which consists primarily of determining the average of the pre-tax income of the current and prior two years after adjusting for certain items not indicative of future performance. Based on this analysis, the Company determines whether a valuation allowance is necessary. income taxes are not provided on U.S. Federal subsidiaries operating unremitted earnings of outside the U.S. because it is the Company’s intention to permanently reinvest undistributed earnings in the subsidiary. These earnings would become subject to income tax if they were remitted loaned to a U.S. as dividends or affiliate. the amount of unrecognized Determination of tax liability on these deferred U.S. unremitted earnings is not practicable. income The Company has performed an evaluation and concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company’s policy is to record interest and penalties related to income tax matters as income tax expense. Earnings Per Share to net income available attributable Basic earnings per common share is calculated by dividing common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated by dividing net income to common stockholders, adjusted for the effect of assumed conversions of convertible notes and preferred stock, by the weighted average number of common shares outstanding, including potentially dilutive common share is dilutive. Potentially dilutive common shares equivalents consist of incremental shares of common stock issuable upon exercise of stock options and warrants, settlement of restricted stock units, and conversion of convertible notes and convertible preferred stock. equivalents, effect the if FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Debt Issuance Costs Costs related to debt issuance are capitalized and amortized as interest expense over the term of the related debt using the straight-line method, which approximates the effective interest method. Upon the repayment of debt, the Company accelerates the recognition of an appropriate amount of the costs as interest expense. share-based compensation expense assessments, and valuation allowances for accounts receivable, inventories, and deferred tax assets. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications did not impact net income. Capitalization of Interest New Accounting Pronouncements of software development Interest costs are capitalized for qualifying in- projects. process Capitalization commences when interest activities to prepare the asset are in progress, and are being expenditures and borrowing costs the incurred. Interest costs are capitalized until assets are ready for their intended use. Capitalized interest is added to the cost of the underlying assets and amortized over the estimated useful lives of the assets. During the year ended December 31, 2012, $0.1 million of interest was capitalized. Stock-Based Compensation fair Stock-based compensation expense for share-based payments, related to stock option and restricted stock awards, is recognized based on their grant- date recognizes values. The Company compensation expense, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award. Estimated forfeitures are based on historical experience. Use of Estimates of financial statements preparation in The conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent and reported amounts of revenue and expenses. Actual results could differ from these estimates. and liabilities assets to items Significant and subject assumptions include application of the percentage- of-completion method of revenue recognition, the carrying amount and useful lives of property and impairment equipment intangible estimates assets, and (a) Application of New Accounting Standards Effective January 1, 2014, the Company adopted the accounting guidance in Accounting Standards Update (“ASU”) No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists,” which provides guidance for reporting unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting an unrecognized tax benefit to be presented as a decrease in a deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain criteria are met. Implementation of this standard did not have a material consolidated financial statements. effect on the date. The guidance requires (b) New Accounting Requirements and Disclosures Plant, In April 2014, the Financial Accounting Standards issued ASU No. 2014-08, Board (“FASB”) of Financial “Presentation and Statements Equipment—Reporting Property, and of and Disclosures Discontinued Operations Disposals of Components of an Entity,” which amends the definition of a discontinued operation by raising the threshold for a disposal to qualify as discontinued operations. The ASU will also require entities to provide additional disclosures about disposal discontinued transactions that do not meet the discontinued operations criteria. The pronouncement is effective prospectively for all disposals (except disposals classified as held for sale before the adoption date) operations as well as 57 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS of components initially classified as held for sale in periods beginning on or after December 15, 2014. Early adoption is permitted. The Company is currently evaluating this guidance and does not expect that adoption will have a material effect on the consolidated financial statements. the supersede most of In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The ASU existing revenue will recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The new standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity’s nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with is effective for customers. The pronouncement annual after beginning periods December 15, 2016, including interim periods within that applied retrospectively, with early application not permitted. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures. reporting reporting period and be to is Note 3 — Acquisitions On May 10, 2013, the Company acquired Florida Chemical Company, Inc. (“Florida Chemical”), one of the world’s largest processors of citrus oils and a pioneer in solvent, chemical synthesis, and flavor and fragrance applications from citrus oils. Florida Chemical has been an innovator in creating high performance, bio-based products for a variety of industries, including applications in the oil and gas industry. The acquisition brings a portfolio of high performance renewable and sustainable chemistries that perform well in the oil and gas industry as well as non-energy related markets. This expands the Company’s business into consumer and industrial chemical technologies which provide products for the flavor and fragrance industry and the specialty chemical industry. These technologies are used by beverage and food companies, fragrance companies, 58 requisite In June 2014, the FASB issued ASU No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” The ASU requires that a performance target that affects vesting and that could be achieved after treated as the a service period be performance condition. As such, the performance target should not be reflected in estimating the grant- date fair value of the award. The ASU is effective for annual after periods December 15, 2015, with early adoption permitted. The Company is evaluating the potential impacts of existing stock-based the new standard on its compensation plans. beginning reporting In November 2014, the FASB issued ASU No. 2014- 17, “Business Combinations: Pushdown Accounting.” This ASU provides companies with the option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The election to apply pushdown accounting can be made either in the period in which the change of control occurred, or in a subsequent period. This ASU is effective on November 18, 2014. Implementation of this standard is not expected to have a material effect on the consolidated financial statements. and companies providing household and industrial cleaning products. The Company acquired 100% of the outstanding shares of Florida Chemical’s common stock. The purchase consideration transferred was as follows (in thousands): Cash Common stock (3,284,180 shares) Repayment of debt Total purchase price $ 49,500 52,711 4,227 $106,438 The allocation of the purchase consideration was based upon the estimated fair value of the tangible and identifiable intangible assets acquired and FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS liabilities assumed in the acquisition. The allocation was made to major categories of assets and liabilities based on management’s best estimates, supported by independent third-party analyses. The excess of the the estimated fair value of purchase price over tangible and identifiable intangible assets acquired, and liabilities assumed was allocated to goodwill. The allocation of purchase consideration is as follows (in thousands): Cash Net working capital, net of cash Property and equipment: Personal property Real property Other assets Other intangible assets: Customer relationships Trade names Proprietary technology Goodwill Deferred tax impact of valuation adjustment Total purchase price allocation following unaudited pro forma The financial information presents results of operations as if the acquisition had occurred as of January 1, 2012. This financial information does not purport to represent the results of operations which would actually have been obtained had the acquisition been completed as of January 1, 2012, or the results of operations that $ 331 15,574 13,400 6,750 205 29,270 12,670 14,080 39,328 (25,170) $ 106,438 reflect may be obtained in the future. Also, this financial the cost of any information does not integration activities or benefits from the merger and synergies that may be derived from any integration activities, both of which may have a material effect on the consolidated results of operations in the periods following the completion of the merger. Pro forma financial information is as follows (in thousands, except per share data): Revenue Net income Earnings per common share: Basic Diluted Year ended December 31, 2013 395,407 38,271 0.73 0.70 $ $ $ 2012 391,786 53,902 1.05 0.98 $ $ $ 59 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Pro forma adjustments include, but are not limited to, adjustments for amortization expense for acquired finite lived intangible assets, depreciation expense for the fair value of acquired property and equipment, interest expense for increased long-term debt and revolving credit facility borrowings required for the acquisition, and income tax expense on Florida Chemical income before income taxes. In addition, pro historical amortization, depreciation, and interest expense from the pro forma results of operations. adjustments eliminate forma the and industrial consumer Current deferred tax assets were increased by $1.2 million with a corresponding decrease to goodwill within chemical technologies reporting unit. This final adjustment was not significant relative to the total consideration paid for Florida Chemical and, therefore, the final adjustment has not been retrospectively applied to the Company’s balance sheet as of December 31, 2013. This adjustment, if recorded in 2013, would have had no impact on the 2013 consolidated statements of operations and cash flows. On January 1, 2014, the Company acquired 100% of the membership interests in Eclipse IOR Services, LLC (“EOGA”), a leading Enhanced Oil Recovery (“EOR”) design and injection firm, for $5.3 million in cash consideration, net of cash received, and 94,354 shares of the Company’s common stock. EOGA’s enhanced oil recovery processes and its use of polymers to improve the performance of EOR projects has been combined with the Company’s existing EOR products and services. common On April 1, 2014, the Company acquired 100% of the membership interests in SiteLark, LLC (“SiteLark”) for $0.4 million in cash and 5,327 shares of the provides Company’s reservoir engineering and modeling services for a variety of hydrocarbon applications. Its services include proprietary software which assists engineers with reservoir simulation, reservoir engineering and waterflood optimization. stock. SiteLark The acquisition was financed through increased long term debt of $25 million, additional borrowings on the Company’s revolving credit facility of $28.7 million and the issuance of 3.3 million shares of the Company’s common stock. Results of Florida Chemical’s operations are included in the Company’s consolidated financial statements from the date of acquisition. The Company’s consolidated statements of operations for the year ended December 31, 2013 include $50.9 million of revenue and $10.0 million of income from operations related to the operations of Florida Chemical. The Company incurred $1.4 million of acquisition costs in connection with the transaction which have been expensed as incurred and included in selling, general and administrative expenses. During the quarter ended September 30, 2014, the Company identified and recorded a final adjustment related to the acquisition of Florida Chemical. 60 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4 — Supplemental Cash Flow Information Supplemental cash flow information is as follows (in thousands): Year ended December 31, 2013 2014 2012 Supplemental non-cash investing and financing activities: Value of common stock issued in acquisitions Final Florida Chemical acquisition adjustment Fair value of warrant liability reclassified to additional paid-in capital Value of common stock issued in payment of accrued liability Equipment acquired through capital leases Exercise of stock options by common stock surrender Supplemental cash payment information: Interest paid Income taxes paid $ 2,043 1,162 $52,711 - $ - - - 600 - 1,198 - - 754 3,907 13,973 - 1,263 - $ 1,285 22,389 $ 1,859 17,783 $ 5,521 14,049 Note 5 — Revenue The Company differentiates revenue and cost of revenue based on whether the source of revenue is attributable to products, rentals or services. Revenue and cost of revenue by source are as follows (in thousands): Year ended December 31, 2013 2012 2014 Revenue: Products Rentals Services Cost of Revenue: Products Rentals Services Depreciation $ 354,356 65,549 29,252 $ 282,639 62,042 26,384 $ 224,777 67,938 20,113 $ 449,157 $ 371,065 $ 312,828 $ 214,417 31,285 12,385 8,111 $ 180,800 24,987 9,916 7,835 $ 135,367 30,618 8,051 7,173 $ 266,198 $ 223,538 $ 181,209 61 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 6 — Inventories Inventories are as follows (in thousands): Raw materials Work-in-process Finished goods Inventories Less reserve for excess and obsolete inventory Inventories, net Changes in the reserve for excess and obsolete inventory are as follows (in thousands): December 31, 2014 $31,581 3,129 51,248 85,958 - $85,958 2013 $13,953 1,904 50,019 65,876 (2,744) $63,132 Year ended December 31, 2013 2012 2014 Balance, beginning of year Charged to costs and expenses Deductions Balance, end of the year $ 2,744 358 (3,102) - $ $ 2,752 1,330 (1,338) $ 2,744 $ 2,679 882 (809) $ 2,752 At December 31, 2014, the Company recorded a $2.0 million write-down of inventory to recognize impairment of all items identified and included in the reserve for excess and obsolete inventory. At December 31, 2012, the Company recorded a $1.2 million write-down of inventory with a market value less than its cost. Note 7 — Property and Equipment Property and equipment are as follows (in thousands): Land Buildings and leasehold improvements Machinery, equipment and rental tools Equipment in progress Furniture and fixtures Transportation equipment Computer equipment and software Property and equipment Less accumulated depreciation Property and equipment, net December 31 2014 2013 $ 6,780 33,765 80,731 7,299 2,528 6,566 7,605 145,274 (59,163) $ 86,111 $ 5,088 32,269 71,073 4,601 2,400 6,340 7,617 129,388 (50,274) $ 79,114 Depreciation expense, including expense recorded in cost of revenue, totaled $13.1 million, $11.2 million and $9.5 million for the years ended December 31, 2014, 2013 and 2012, respectively. During the years ended December 31, 2014, 2013 and 2012, no impairments were recognized related to property and equipment. 62 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 8 — Goodwill The Company had five reporting units, Energy Chemical Technologies, Consumer and Industrial Chemical Technologies, Drilling Tools, Teledrift®, and Production Technologies, of which only three had an existing goodwill balance at December 31, 2014. For segment reporting purposes, Downhole Tools and the Teledrift® reporting units are included within the Drilling Technologies segment. During May 2013, as a result of the Florida Chemical acquisition, the Company recognized $39.3 million of goodwill. During the fair value assessment the Company identified two separate process, reporting units, one of which was consolidated within the Energy Chemical Technologies segment and the other was identified as the Consumer and Industrial Chemical Technologies reporting unit and segment. The Company recognized $18.7 million of additional goodwill within the Energy Chemical Technologies reporting unit and $20.6 million of goodwill within the Consumer and Industrial Chemical Technologies reporting unit. During the year ended December 31, 2014, the Company recorded a final adjustment related to the acquisition of Florida Chemical that reduced goodwill by $1.2 million (see Note 3). The net addition to goodwill will not be deductible for income tax purposes. Goodwill is tested for impairment annually in the fourth quarter, or more frequently if circumstances indicate a potential impairment. During annual goodwill impairment testing during the years ended December 31, 2014, 2013 and 2012, the Company first assessed qualitative factors to determine whether it was necessary to perform the two-step goodwill impairment test that the Company has historically used. The Company concluded that it was not more- likely-than-not that goodwill was impaired as of the fourth quarter of each year, and therefore, further testing was not required. Changes in the carrying value of goodwill for each reporting unit are as follows (in thousands): Consumer and Industrial Chemical Technologies Energy Chemical Technologies $ 11,610 - 11,610 $ - - - - 18,686 30,296 - 30,296 - 6,022 36,318 - - 20,642 20,642 - 20,642 - (1,162) 19,480 - Downhole Tools Teledrift® Production Technologies Total $ 43,009 (43,009) $ 46,396 (31,063) $ 5,861 (5,861) $ 106,876 (79,933) - - - 43,009 (43,009) - - - 15,333 - - 46,396 (31,063) 15,333 - - - - - 5,861 (5,861) - - - 26,943 - 39,328 146,204 (79,933) 66,271 - 4,860 43,009 (43,009) 46,396 (31,063) 5,861 (5,861) 151,064 (79,933) Balance at December 31, 2012: Goodwill Accumulated impairment losses Goodwill balance, net Activity during the year 2013: Goodwill impairment recognized Acquisition goodwill recognized Balance at December 31, 2013: Goodwill Accumulated impairment losses Goodwill balance, net Activity during the year 2014: Goodwill impairment recognized Acquisition goodwill recognized Balance at December 31, 2014: Goodwill Accumulated impairment losses Goodwill balance, net $ 36,318 $ 19,480 $ - $ 15,333 $ - $ 71,131 63 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 9 — Other Intangible Assets Other intangible assets are as follows (in thousands): Finite lived intangible assets: Patents and technology Customer lists Trademarks and brand names Other Total finite lived intangible assets acquired Deferred financing costs Total amortizable intangible assets Indefinite lived intangible assets: Trademarks and brand names Total other intangible assets Carrying value: December 31, 2014 Cost Accumulated Amortization Cost 2013 Accumulated Amortization $ 3,244 9,018 2,053 - 14,315 169 $14,484 $20,061 52,607 7,191 - 79,859 1,655 81,514 11,630 $93,144 $ 4,569 11,829 2,706 - 19,104 512 $19,616 $18,996 52,607 7,191 191 78,985 1,392 80,377 11,630 $92,007 Other intangible assets, net $73,528 $77,523 With the acquisition of Florida Chemical on May 10, 2013, the Company recorded increases in finite lived intangible assets of $14.1 million in patents and technology, $29.3 million in customer lists and $1.0 million in trademarks and brand names. In addition, the Company recorded $11.6 million in indefinite lived trademarks and brand names. These acquired intangible assets were recorded at fair value as of the date of acquisition. Amortization of these other intangible assets will not be deductible for income tax purposes. Intangible assets acquired are amortized on a straight-line basis over two to 20 years. Amortization of intangible assets acquired totaled $4.8 million, $3.9 million and $2.1 million for the years end ended December 31, 2014, 2013 and 2012, respectively. Amortization of deferred financing costs totaled $0.3 million, $0.2 million and $0.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. During the years ended December 31, 2013 and 2012, the carrying value of deferred financing costs was reduced by less than $0.1 million and by $1.8 million, respectively, upon repayments of the Company’s convertible senior notes. 64 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Estimated future amortization expense for other intangible assets, December 31, 2014 is as follows (in thousands): including deferred financing costs, at Year ending December 31, 2015 2016 2017 2018 2019 Thereafter Other intangible assets, net $ 5,104 4,872 4,718 4,457 4,247 38,500 $ 61,898 During the years ended December 31, 2014, 2013 and 2012, no impairments were recognized related to other intangible assets. Note 10 — Long-Term Debt and Credit Facility Long-term debt is as follows (in thousands): Long-term debt: Borrowings under revolving credit facility Term loan Total long-term debt Less current portion of long-term debt Long-term debt, less current portion Credit Facility On May 10, 2013, the Company and certain of its subsidiaries (the “Borrowers”) entered into an Amended and Restated Revolving Credit, Term Loan and Security Agreement (the “Credit Facility”) with PNC Bank, National Association (“PNC Bank”). The Company may borrow under the Credit Facility for working capital, permitted acquisitions, capital expenditures and other corporate purposes. Under terms of the Credit Facility, as amended, the Company (a) may borrow up to $75 million under a revolving credit facility and (b) has borrowed $50 million under a term loan. The Credit Facility is secured by substantially all of the Company’s domestic real and personal property, 65 December 31, 2014 2013 $ 8,500 $ 16,272 35,541 45,833 44,041 62,105 (18,643) (26,415) $ 25,398 $ 35,690 and both before earnings accounts inventory, receivable, affirmative land, including buildings, equipment and other intangible assets. The Credit Facility contains customary representations, warranties, and negative covenants, including a financial covenant to maintain taxes, consolidated depreciation and amortization (“EBITDA”) to debt ratio of 1.10 to 1.00, a financial covenant to maintain a ratio of funded debt to adjusted EBITDA of not greater limit on capital than 4.0 to 1.0, and an annual expenditures of approximately $36 million. The Credit Facility restricts the payment of cash dividends on common stock. In the event of default, PNC Bank may accelerate the maturity date of any outstanding amounts borrowed under the Credit Facility. interest, FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Credit Facility includes a provision that 25% of EBITDA minus cash paid for taxes, dividends, debt payments and unfunded capital expenditures, not to exceed $3.0 million for any year, be paid within 60 days of the fiscal year end. For the year ended December 31, 2014, the excess cash flow exceeded $3.0 million. Consequently, the Company will pay $3.0 million on its term loan balance to PNC Bank by March 2, 2015. This amount is classified as current debt at December 31, 2014. Each of the Company’s domestic subsidiaries is fully obligated for Credit Facility indebtedness as a borrower or as a guarantor. (a) Revolving Credit Facility Under the revolving credit facility, the Company may borrow up to $75 million through May 10, 2018. This includes a sublimit of $10 million that may be used for letters of credit. The revolving credit facility is secured by substantially all the and Company’s domestic inventory. receivable accounts At December 31, 2014, eligible accounts receivable and inventory securing the revolving credit facility provided availability of $66.3 million under the revolving credit facility. Available borrowing capacity, net of outstanding borrowings, was $57.8 million at December 31, 2014. The interest rate on borrowings under the revolving credit facility varies based on the level of borrowing under the Credit Facility. Rates range (a) between PNC Bank’s base lending rate plus 0.5% to 1.0% or (b) between the London Interbank Offered Rate (LIBOR) plus 1.5% to 2.0%. PNC Bank’s base lending rate was 3.25% at December 31, 2014. The Company is required to pay a monthly facility fee of 0.25% on any unused amount under the commitment averages. At on December 31, 2014, $8.5 million was outstanding under the revolving credit facility, borrowed as base rate loans at an interest rate of 3.75%. based daily Borrowings under the revolving credit facility are classified as current debt as a result of the required lockbox subjective acceleration clause. arrangement and the (b) Term Loan The Company increased borrowing to $50 million under the term loan on May 10, 2013. Monthly principal payments of $0.6 million are required. The unpaid balance of the term loan is due on May 10, 2018. Prepayments are permitted, and may be required in certain circumstances. Amounts repaid under the term loan may not be reborrowed. The term loan is secured by substantially all of the Company’s domestic land, buildings, equipment and other intangible assets. The interest rate on the term loan varies based on the level of borrowing under the Credit Facility. Rates range (a) between PNC Bank’s base lending rate plus 1.25% to 1.75% or (b) between LIBOR plus 2.25% to 2.75%. At December 31, 2014, $35.5 million was outstanding under the term loan, with $0.5 million borrowed as base rate loans at an interest rate of 4.50% and $35.0 million borrowed as LIBOR loans at an interest rate of 2.41%. Repaid Convertible Notes The Company’s convertible notes have consisted of Convertible Senior Unsecured Notes (“2008 Notes”) and Convertible Senior Secured Notes (“2010 Notes”). During 2012, the Company repurchased $65.3 million of the outstanding 2008 Notes and all $36.0 million of the outstanding 2010 Notes for cash equal to the original principal amount and a total premium of $2.1 million, plus accrued and unpaid interest. As a result of these the Company recognized a loss on transactions, extinguishment of debt of $7.3 million, consisting of the cash premium and the write-off of unaccreted discount and unamortized debt financing costs. On February 15, 2013, the Company repurchased the remaining $5.2 million of outstanding 2008 Notes for cash equal to the original principal amount, plus accrued and unpaid interest. These 2008 Notes were either tendered by the holder pursuant to the Company’s tender offer or were redeemed by the Company pursuant to provisions of the indenture for the 2008 Notes. Following this repurchase, the Company no longer has any outstanding convertible senior notes. 66 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS is Inc., holding guaranteed convertible company with by notes were The substantially all of the Company’s wholly owned the parent subsidiaries. Flotek Industries, company, no a independent assets or operations. The guarantees provided by the Company’s subsidiaries were full and unconditional, and joint and several. Any subsidiaries of the Company that were not guarantors were deemed to be “minor” subsidiaries in accordance with SEC Regulation S-X, Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed or Being Securities Registered Registered.” Share Lending Agreement Concurrent with the offering of the 2008 Notes, the Company entered into a share lending agreement (the the “Share Lending Agreement”) with underwriter (the “Borrower”). The Company loaned 3.8 million shares of its common stock (the “Borrowed Shares”) to the Borrower for a period commencing February 11, 2008 and ending on the date the 2008 Notes were paid. The Borrower was permitted to use the Borrowed Shares only for the purpose of directly or indirectly facilitating the sale of the 2008 Notes and for the establishment of hedge positions by holders of the 2008 Notes. The Company did not require collateral to mitigate any inherent or associated risk of the Share Lending Agreement. The Company did not receive any proceeds for the Borrowed Shares, but did receive a nominal loan fee of $0.0001 for each share loaned. The Borrower retained all proceeds from sales of Borrowed Shares pursuant to the Share Lending Agreement. Upon conversion or replacement of the 2008 Notes, the number of Borrowed Shares proportionate to the converted or repaid notes were to be returned to the Company. The Borrowed Shares were issued and outstanding purposes. corporate Accordingly, holders of Borrowed Shares possessed law for or paid other declared distributions all of the rights of a holder of the Company’s outstanding shares, including the right to vote the shares on all matters submitted to a vote of stockholders and the right to receive any dividends or on outstanding shares of common stock. Under the Share Lending Agreement, the Borrower agreed to pay to the Company, within one business day after a payment date, an amount equal to any cash dividends that the Company paid on the Borrowed Shares, and to pay or deliver to the Company, upon termination of the loan of Borrowed Shares, any other distribution, in liquidation or otherwise, that the Company made on the Borrowed Shares. To the extent the Borrowed Shares loaned under the Share Lending Agreement were not sold or returned to the Company, the Borrower agreed to not vote any borrowed shares of which the Borrower was the owner of record. The Borrower also agreed, under the Share Lending Agreement, to not transfer or dispose of any borrowed shares unless such transfer or disposition was pursuant to a registration statement that was effective under the Securities Act of 1933, as amended. Investors that purchased shares from the Borrower, and all subsequent transferees of such purchasers, were entitled to the same voting rights, with respect to owned shares, as any other holder of common stock. Through December 31, 2012, the Borrower returned 1,360,442 shares of the Company’s borrowed common stock. On January 22, 2013, the remaining 2,439,558 shares of the Company’s common stock were returned to the Company and the Share Lending No consideration was paid by the Company for the return of the Borrowed Shares. terminated. Agreement was Shares that had been loaned under Lending Agreement were outstanding for reporting earnings per common share. the Share considered not the purpose of computing and 67 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Debt Maturities Maturities of long-term debt at December 31, 2014 are as follows (in thousands): Year ending December 31, 2015 2016 2017 2018 Total Note 11 — Fair Value Measurements Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes financial assets and liabilities into the three levels of the fair value hierarchy. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value and bases categorization within the hierarchy on the lowest level of input that is value available measurement. significant and fair the to ‰ ‰ ‰ Level 1 — Quoted prices in active markets for identical assets or liabilities; Level 2 — Observable inputs other than Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full the assets or liabilities; and term of Level 3 — Significant unobservable inputs that are supported by little or no market activity or that reporting entity’s assumptions about the inputs. are based on the Revolving Credit Facility $ 8,500 - - - Term Loan Total $ 10,143 7,143 7,143 11,112 $ 18,643 7,143 7,143 11,112 $ 8,500 $ 35,541 $ 44,041 Liabilities Measured at Fair Value on a Recurring Basis At December 31, 2014 and 2013, no liabilities were required to be measured at fair value on a recurring basis. There were no transfers in or out of either Level 1 or Level 2 fair value measurements during the years ended December 31, 2014 and 2013. During the year ended December 31, 2012, $2.6 million of non-cash gains were recognized as fair value adjustments within Level 3 of the fair value measurement hierarchy. The change resulted from the change in the fair value of the exercisable and contingent warrants outstanding. amended to eliminate On June 14, 2012, provisions in the Company’s Exercisable and Contingent Warrant Certificates were anti-dilution price adjustment provisions and remove cash settlement provisions of a change of control event. Upon amendment, the warrants met the requirements for classification as equity. All fluctuations in the fair value of the warrant liability prior to June 2012, estimated using a Black-Scholes option pricing model, were recognized as non-cash income or expense items within the statement of operations. The fair value accounting methodology for the warrant liability is no longer required following the contractual amendment. During the years ended December 31, 2014 and 2013, there were no transfers in or out of the Level 3 hierarchy. 68 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Assets Measured at Fair Value on a Nonrecurring Basis Fair Value of Other Financial Instruments and assets, goodwill equipment, including The Company’s non-financial property other intangible assets are measured at fair value on a non- recurring basis and are subject to fair value adjustment in certain circumstances. No impairment of any of these assets was recognized during the years ended December 31, 2014, 2013 and 2012. and of certain carrying amounts financial The instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, approximate fair value due to the short- term nature of these accounts. The Company had no cash equivalents at December 31, 2014 or 2013. The carrying value and estimated fair value of the Company’s long-term debt are as follows (in thousands): December 31, 2014 2013 Carrying Value Fair Value Carrying Value Fair Value Borrowings under revolving credit facility Term loan $ 8,500 35,541 $ 8,500 35,541 $ 16,272 45,833 $ 16,272 45,833 The carrying value of borrowings under the revolving credit facility and the term loan approximate their fair value because the interest rate is variable. Note 12 — Earnings Per Share Basic earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing the effect of assumed net conversion of convertible notes, by the weighted average number of common shares outstanding combined with dilutive common share equivalents outstanding, if the effect is dilutive. income, adjusted for In connection with the sale of the 2008 Notes, the Company entered into a Share Lending Agreement for 3.8 million shares of the Company’s common stock (see Note 10). Contractual undertakings of the Borrower had the effect of substantially eliminating the economic dilution that otherwise would result from the issuance of the Borrowed Shares, and all the Share Lending under shares Agreement were contractually obligated to be returned to the Company. As a result, shares loaned outstanding the Share Lending Agreement were not under considered outstanding for the purpose of computing and reporting earnings per common share. The Share Lending Agreement was terminated on January 22, 2013 upon the return of all Borrowed Shares to the Company. On February 15, 2013, the Company repurchased the remaining $5.2 million of outstanding 2008 Notes for the Company no cash. Following this repurchase, longer has any outstanding convertible senior notes. For the the year ended December 31, 2013, Company’s convertible notes were excluded from the calculation of diluted earnings per common share as inclusion was anti-dilutive. In addition, for the years ended December 31, 2013 and 2012, approximately 0.1 million stock options with an exercise price in excess of the average market price of the Company’s common stock were excluded from the calculation of diluted earnings per common share. 69 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Basic and diluted earnings per common share are as follows (in thousands, except per share data): Year ended December 31, 2013 2012 2014 Net income attributable to common stockholders—Basic Impact of assumed conversions: $ 53,603 $ 36,178 $ 49,791 Interest on convertible notes - - 1,959 Net income attributable to common stockholders—Diluted $ 53,603 $ 36,178 $ 51,750 Weighted average common shares outstanding—Basic Assumed conversions: Incremental common shares from warrants Incremental common shares from stock options Incremental common shares from restricted stock units Incremental common shares from convertible senior notes 54,511 51,346 48,185 121 880 14 - 1,355 1,133 7 - 1,560 992 116 2,701 Weighted average common shares outstanding—Diluted 55,526 53,841 53,554 Basic earnings per common share Diluted earnings per common share $ $ 0.98 0.97 $ $ 0.70 0.67 $ $ 1.03 0.97 Note 13 — Income Taxes Components of the income tax expense (benefit) are as follows (in thousands): Year ended December 31, 2013 2012 2014 Current: Federal State Foreign Total current Deferred: Federal State Total deferred Income tax expense (benefit) $21,468 684 1,627 $15,225 3,322 1,432 $ 12,072 1,450 891 23,779 19,979 14,413 2,573 (1,071) 1,502 1,336 (543) (18,836) 90 793 (18,746) $25,281 $20,772 $ (4,333) 70 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the U.S. federal statutory tax rate to the effective income tax rate is as follows: Year ended December 31, 2013 2012 2014 Federal statutory tax rate State income taxes, net of federal benefit Return to accrual adjustments Change in valuation allowance Warrant liability fair value adjustment Domestic production activities deduction Other Effective income tax rate 35.0% 2.3 (0.9) - - (2.5) (1.9) 32.0% 35.0% 2.8 0.2 - - (2.6) 1.1 36.5% 35.0% 2.3 (1.3) (41.0) (2.0) (3.0) 0.5 (9.5)% Fluctuations in effective tax rates have historically been impacted by permanent tax differences with no associated income tax impact and existing deferred tax asset valuation allowances. The change in the effective tax rate in 2014 resulted primarily from changes in state apportionment factors, including the effect on state deferred tax assets and liabilities. Deferred income taxes reflect the tax effect of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and the value reported for income tax purposes, at the enacted tax rates expected to be in effect when the differences reverse. The components of deferred tax assets and liabilities are as follows (in thousands): Deferred tax assets: Net operating loss carryforwards Allowance for doubtful accounts Inventory valuation reserves Equity compensation Accrued compensation Other Total gross deferred tax assets Valuation allowance Total deferred tax assets, net Deferred tax liabilities: Property and equipment Intangible assets and goodwill Convertible debt Prepaid insurance and other Total gross deferred tax liabilities Net deferred tax (liabilities) assets 71 $ December 31, 2014 2013 $ 10,183 369 1,896 4,146 75 1 16,670 (809) 15,861 (12,066) (9,823) (4,126) (225) 11,665 383 1,503 3,693 598 1 17,843 (856) 16,987 (12,374) (9,587) (5,020) (47) (26,240) (27,028) $ (10,379) $ (10,041) FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred taxes are presented in the balance sheets as follows (in thousands): Current deferred tax assets Non-current deferred tax assets Non-current deferred tax liabilities Net deferred tax (liabilities) assets During the year ended December 31, 2014, the Company recorded a final adjustment related to the acquisition of Florida Chemical that increased current deferred tax assets by $1.2 million (see Note 3). As of December 31, 2014, the Company had U.S. net operating loss carryforwards of $26.3 million, expiring in various amounts in 2028 through 2030. The ability to utilize net operating losses and other tax attributes could be subject limitation if the to a significant Company were to undergo an “ownership change” for purposes of Section 382 of the Tax Code. The Company’s corporate organizational structure requires the filing of two separate consolidated U.S. Federal income tax returns. Taxable income of one group (“Group A”) cannot be offset by tax attributes, including net operating losses of the other group (“Group B”). The Company considers all available evidence, both positive and negative, to determine whether a valuation allowance is necessary. The Company considers cumulative losses in recent years as significant negative evidence. The Company considers recent years to mean the current year plus the two preceding years. Prior to December 31, 2012, the Company did not have sufficient positive evidence to overcome the existence of a cumulative loss in Group B and thus, prior to December 31, 2012, maintained a full valuation allowance against deferred tax assets of that group. As of December 31, 2012, Group B was no longer in a cumulative loss position. Accordingly, the Company considered the objectively verifiable positive evidence for projecting future income, which included primarily determining the average of the pre-tax income of the current and prior two years after adjusting for certain items not indicative of future performance. Based on $ December 31, 2014 2,696 12,907 (25,982) $ 2013 2,522 15,102 (27,575) $ (10,379) $ (10,041) this analysis, the Company determined a valuation allowance was no longer necessary for the group’s U.S. federal deferred tax assets. Accordingly, the Company decreased its valuation allowance by $16.5 million at December 31, 2012 and recognized a reduction of deferred federal income tax expense. As Group B continues to be in a cumulative loss position as of December 31, 2014 in certain state jurisdictions, the Company has determined that a valuation allowance of $0.8 million is required for deferred tax assets. intent to reinvest The Company has not calculated U.S. taxes on unremitted earnings of certain non-U.S. subsidiaries due to the Company’s the unremitted earnings of the non-U.S. subsidiaries. At December 31, 2014, the Company had approximately $2.9 million in unremitted earnings outside the U.S. which were not included for U.S. tax purposes. U.S. income tax liability would be incurred if these funds were remitted to the U.S. It is not practicable to estimate the amount of the deferred tax liability on such unremitted earnings. The Company has performed an evaluation and concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The evaluation was performed for the tax years which remain subject to examination by tax jurisdictions as of December 31, 2014 which are the years ended December 31, 2011 through December 31, 2014 for U.S. federal taxes and the through years December 31, 2014 for state tax jurisdictions. ended December 2010 31, The Company’s policy is to record penalties and interest related to income tax matters as income tax expense. 72 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 14 — Convertible Preferred Stock and Stock Warrants In August 2009, the Company sold convertible preferred stock with detachable warrants to purchase In shares of its February contractual all outstanding shares of convertible preferred stock into shares of common stock. Currently, the Company has no issued or outstanding shares of preferred stock. the Company’s 2011, right common stock. exercised convert the Company to mandatorily the issuance date, Due to the anti-dilution price adjustment provisions established at the warrants were deemed to be a liability and were recorded at fair value at the date of issuance. The warrant liability was adjusted to fair value at the end of each reporting period through the statement of operations during the period the anti- dilution price adjustment provisions were in effect. On June 14, 2012, contractual provisions within the Company’s warrant agreements were modified to eliminate the anti-dilution price adjustment provisions of the warrants and remove the cash settlement provisions in the event of a change of control. The amended warrants then qualified to be classified as equity. Accordingly, the Company revalued the warrants as of June 14, 2012, the date of contractual amendment. The change in fair value of the warrant liability compared to the fair value on December 31, 2011, $2.6 million, was recognized in income during 2012. The revalued warrant Note 15 — Common Stock liability of $14.0 million was reclassified to additional paid-in capital on June 14, 2012. There were no longer fair value adjustments because the warrants continued to meet the criteria for equity classification. The Company used the Black-Scholes option-pricing model to estimate the fair value of the warrant liability for each reporting period. On June 14, 2012, the date the warrants were amended, inputs into the fair value calculation included the actual remaining term of the warrants, a volatility rate of 58.1%, a risk-free rate of return of 0.36%, and an assumed dividend rate of zero. During the years ended December 31, 2013 and 2012, warrants were exercised to purchase 267,000 shares and 348,350 shares, the Company’s common stock for which the Company received cash proceeds of $0.3 million and $0.4 million, respectively. respectively, of On February 7, 2014, warrants were exercised to purchase 1,277,250 shares of the Company’s common stock at $1.21 per share. The Company received cash proceeds of $1.5 million in connection with the warrants exercised. Following this exercise, the Company no longer has any outstanding warrants. The Company’s Certificate of Incorporation, as amended November 9, 2009, authorizes the Company to issue up to 80 million shares of common stock, par value $0.0001 per share, and 100,000 shares of one or more series of preferred stock, par value $0.0001 per share. A reconciliation of the changes in common shares issued is as follows: Shares issued at the beginning of the year Issued in purchase of Florida Chemical Company, Inc. Issued in purchases of Eclipse IOR Services, LLC and SiteLark, LLC Issued in payment of accrued liability Issued upon exercise of warrants Issued from restricted stock units Issued as restricted stock award grants Issued upon exercise of stock options Retirement of treasury shares Year ended December 31, 2014 58,265,911 - 99,681 27,101 1,277,250 - 525,120 311,954 (5,873,291) 2013 53,123,978 3,284,180 - - 267,000 217,089 802,164 571,500 - Shares issued at the end of the year 54,633,726 58,265,911 73 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock-Based Incentive Plans Stockholders approved long term incentive plans in 2014, 2010, 2007, 2005 and 2003 (the “2014 Plan,” the “2010 Plan,” the “2007 Plan,” the “2005 Plan” and the “2003 Plan,” respectively) under which the Company may grant equity awards to officers, key employees, and non-employee directors in the form of stock options, restricted stock and certain other incentive awards. The maximum number of shares that may be issued under the 2014 Plan, 2010 Plan, 2007 Plan and 2005 Plan are 2.7 million, 6.0 million, 2.2 million respectively. A 1.9 million, the Company had a total of December 31, 2014, 2.3 million shares remaining to be granted under the 2014 Plan, 2010 Plan, 2007 Plan and 2005 Plan. Shares may no longer be granted under the 2003 Plan. and Stock Options All stock options are granted with an exercise price equal to the market value of the Company’s common stock on the date of grant. Options expire no later than ten years from the date of grant and generally vest in four years or less. Proceeds received from stock option exercises are credited to common stock and additional paid-in capital, as appropriate. The Company uses historical data to estimate pre-vesting option forfeitures. Estimates are adjusted when actual forfeitures differ from the estimate. Stock-based compensation expense is recorded for all equity awards expected to vest. The fair value of stock options at the date of grant is calculated using the Black-Scholes option pricing model. The risk free interest rate is based on the implied yield of U.S. Treasury zero-coupon securities that correspond to the expected life of the option. Volatility is estimated based on historical and implied volatilities of the Company’s stock and of identified companies considered to be representative peers of the Company. The expected life of awards granted represents the period of time the options are expected to remain outstanding. The Company uses the “simplified” method which is permitted for companies that cannot reasonably estimate the expected life of options based on historical share option exercise experience. The Company does not expect to pay dividends on common stock. No options were granted to employees during 2014, 2013 or 2012. The Black-Scholes option valuation model was developed to estimate the fair value of traded options that have no vesting restrictions and are fully- transferable. Because option valuation models require the use of subjective assumptions, changes in these the fair value assumptions can materially affect calculation. The Company’s not are characteristic of traded options; therefore, the option valuation models do not necessarily provide a reliable measure of the fair value of options. options Stock option activity for the year ended December 31, 2014 is as follows: Options Outstanding as of January 1, 2014 Exercised Forfeited Expired Outstanding as of December 31, 2014 Vested or expected to vest at December 31, 2014 Options exercisable as of December 31, 2014 Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value $ $ $ $ 4.95 5.32 17.58 - 4.81 1.81 $ 21,497,484 4.81 1.81 $ 21,497,484 4.81 1.81 $ 21,497,484 Shares 1,864,042 (311,954) (7,128) - 1,544,960 1,544,960 1,544,960 74 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The total intrinsic value of stock options exercised during the years ended December 31, 2014, 2013 and 2012 was $6.0 million, $5.6 million and $0.6 million, respectively. The total fair value of stock options vesting during the years ended December 31, 2014 was less than $0.1 million, and was $4.2 million and $0.5 million for the years ended December 31, 2013 and 2012, respectively. At December 31, 2014, the Company had recognized all compensation expense related to stock options. Restricted Stock The Company grants employees either time-vesting or performance-based restricted shares in accordance specified in the Restricted Stock with terms Agreements (“RSAs”). Time-vesting restricted shares vest after a stipulated period of time has elapsed subsequent to the date of grant, generally three to four years. Certain time-vested shares have also been issued with a portion of the shares granted vesting immediately. Performance-based restricted shares are issued with performance criteria defined over a designated performance period and vest only when, and if, the outlined performance criteria are met. ended December 31, 2014, During the year approximately 62% of the restricted shares granted remainder were were performance-based. Grantees of restricted shares retain voting rights for the granted shares. time-vesting and the Restricted stock share activity for the year ended December 31, 2014 is as follows: Restricted Stock Shares Non-vested at January 1, 2014 Granted RSAs converted from 2013 restricted stock units Vested Forfeited Shares 1,067,655 349,544 175,576 (705,566) (60,691) Non-vested at December 31, 2014 826,518 $ Weighted- Average Fair Value at Date of Grant $ 12.78 27.29 16.35 13.65 14.89 18.78 At December 31, 2014, there was $10.7 million of unrecognized compensation expense related to non- vested unrecognized stock. compensation expense is expected to be recognized over a weighted-average period of 1.8 years. restricted The The weighted-average grant-date fair value of restricted stock granted during the years ended December 31, 2014, 2013 and 2012 was $27.29, $15.17 and $11.03 per share, respectively. The total fair value of restricted stock that vested during the years ended December 31, 2014, 2013 and 2012 was $10.2 million, $8.4 million and $5.4 million, respectively. 75 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restricted Stock Units During the year ended December 31, 2014, the Company granted performance-based restricted stock units (“RSUs”) that will be converted into 352,254 shares of common stock. These shares, which will be issued as RSAs, will vest in equal one-half tranches on December 31, 2015 and 2016. Restricted stock unit share activity for the year ended December 31, 2014 is as follows: Restricted Stock Unit Shares RSU share equivalents at January 1, 2014 2013 RSUs converted to RSAs in 2014 Share equivalents earned in 2014 RSU share equivalents at December 31, 2014 At December 31, 2014, there was $6.8 million of unrecognized compensation expense related to 2014 restricted unrecognized compensation expense is expected to be recognized over a weighted-average period of 2.0 years. units. stock The Weighted- Average Fair Value at Date of Grant $ $ 16.35 16.35 24.66 24.66 Shares 175,576 (175,576) 352,254 352,254 plan during the years ended December 31, 2014, 2013 and 2012 was $1.1 million, $0.9 million and $0.2 million, respectively. The employee payment associated with participation in the plan was satisfied through payroll deductions. Employee Stock Purchase Plan Share-Based Compensation Expense The Company’s Employee Stock Purchase Plan (ESPP) was approved by stockholders on May 18, 2012. The Company registered 500,000 shares of its common stock, currently held as treasury shares, for issuance under the ESPP. The purpose of the ESPP is to provide employees with an opportunity to purchase shares of the Company’s common stock through accumulated payroll deductions. The ESPP allows participants to purchase common stock at a purchase price equal to 85% of the fair market value of the common stock on the last business day of a three-month offering period which coincides with calendar quarters. The first quarterly offering period began on October 1, 2012. Payroll deductions may not exceed 10% of an employee’s compensation and participants may not purchase more than 1,000 shares in any one offering period. The fair value of the discount associated with shares purchased under the plan is recognized as share-based compensation expense and was $0.2 million, $0.1 million and less ended during than December 31, 2014, 2013 and 2012, respectively. The total fair value of the shares purchased under the $0.1 million years the Non-cash share-based compensation expense related to stock options, restricted stock, restricted stock unit grants and stock purchased under the Company’s ESPP was $10.5 million, $10.9 million and $13.4 million during the years ended December 31, 2014, 2013 and 2012, respectively. Treasury Stock The Company accounts for treasury stock using the cost method and includes treasury stock as a component of stockholders’ equity. During the years ended December 31, 2014 and 2013, the Company and 448,121 shares, purchased 243,005 shares respectively, of the Company’s common stock at market value as payment of income tax withholding owed by employees upon the vesting of restricted shares and the exercise of stock options. Shares issued as restricted stock awards to employees that were forfeited are accounted for as treasury stock. During the years ended December 31, 2014 and 2013, shares surrendered for the exercise of stock options were 46,208 and 237,267, respectively. These surrendered shares are also accounted for as treasury stock. 76 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2013, JP Morgan Chase & Co. returned 2,439,558 shares of the Company’s common stock that had been borrowed under the Share Lending Agreement. These shares were then included in treasury stock. Retirement of Treasury Stock On December 31, 2014, the Company retired its treasury stock with an 5,873,291 shares of aggregate cost of $32.6 million. The retirement was recorded as reductions of $32.6 million in treasury stock, $1,000 in common stock and $32.6 million in additional paid-in capital. All retired treasury shares are canceled and returned to the status of authorized but unissued shares. The retirement of treasury stock had no impact on the Company’s total consolidated stockholder’s equity. Note 16 — Commitments and Contingencies Litigation The Company is subject to routine litigation and other claims that arise in the normal course of business. Management is not aware of any pending or threatened lawsuits or proceedings that are expected to have a material effect on the Company’s financial position, results of operations or liquidity. Operating Lease Commitments The Company has operating leases for office space, vehicles and equipment. Future minimum lease payments under operating leases at December 31, 2014 are as follows (in thousands): Year ending December 31, 2015 2016 2017 2018 2019 Thereafter Total Minimum Lease Payments $ 2,440 2,647 2,274 2,060 1,869 13,918 $ 25,208 77 Stock Repurchase Program of common the Company’s In November 2012, the Company’s Board of Directors authorized the repurchase of up to $25 million stock. Repurchases may be made in the open market or through In negotiated December 2014, the Company repurchased 621,176 shares of its outstanding common stock on the open inclusive of market at a cost of $10.4 million, transaction costs, or an average price of $16.74 per share. transactions. privately As of December 31, 2014, the Company has $14.6 million repurchase program. remaining under share its Rent expense under operating leases totaled $2.2 million, $1.7 million and $1.9 million during the years ended December 31, 2014, 2013 and 2012, respectively. 401(k) Retirement Plan The Company maintains a 401(k) retirement plan for the benefit of eligible employees in the U.S. All employees are eligible to participate in the plan upon employment. The Company matches 100% of employee 401(k) contributions of up to 2% of qualified compensation. During the years ended December 31, 2014, 2013 and 2012, compensation expense included $0.7 million, $0.5 million, respectively, related to the Company’s 401(k) match. $0.6 million and Concentrations and Credit Risk The majority of the Company’s revenue is derived from the oil and gas industry. Customers include major oilfield services companies, major integrated oil and natural gas companies, independent oil and natural gas companies, pressure pumping service companies and state-owned national oil companies. This concentration of customers in one industry increases credit and business risks. FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company is subject to significant concentrations of credit risk within trade accounts receivable as the Company does not generally require collateral as support for trade receivables. In addition, the majority of the Company’s cash is maintained at a major financial institution and balances often exceed insurable amounts. fragrance industry and the specialty chemical are used by technologies industry. These beverage fragrance food companies, and companies providing household and industrial cleaning products. companies, and Technologies Drilling inspects, manufactures and markets downhole drilling equipment used in energy, mining, water well and industrial drilling activities. rents, Production Technologies assembles and markets including the production-related equipment, PetrovalveTM product pump components, electric submersible pumps, gas separators, valves and services that support natural gas and oil production activities. line rod of operating income. Various The Company evaluates performance based upon a variety of criteria. The primary financial measure is segment functions, including certain sales and marketing activities and general and administrative activities, are provided centrally by the corporate office. Costs associated with corporate office functions, other corporate income and expense items, and income taxes, are not allocated to reportable segments. Note 17 — Business Segment, Geographic and Major Customer Information Segment Information is Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by chief available that in deciding how to operating decision-makers allocate resources and assess performance. The operations of the Company are categorized into four reportable segments: Energy Chemical Technologies, Consumer and Industrial Chemical Technologies, Drilling Technologies and Production Technologies. ‰ ‰ ‰ ‰ drilling, Chemical cementing, Technologies Energy designs, develops, manufactures, packages and markets specialty chemicals used in oil and natural gas completion, well stimulation, and production. the Company’s chemistries are used in specialized enhanced and improved oil recovery markets (“EOR” or “IOR”). Activities in this segment also include construction and management of automated material handling facilities and management of loading facilities and blending operations for oilfield services companies. In addition, Consumer and Industrial Chemical Technologies designs, develops and manufactures products that are sold to companies in the flavor and 78 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Summarized financial information of the reportable segments is as follows (in thousands): As of and for the year ended December 31, 2014 Net revenue from external customers Gross margin Income (loss) from operations Depreciation and amortization Total assets Capital expenditures 2013 Net revenue from external customers Gross margin Income (loss) from operations Depreciation and amortization Total assets Capital expenditures 2012 Net revenue from external customers Gross margin Income (loss) from operations Depreciation and amortization Total assets Capital expenditures Geographic Information Energy Chemical Technologies Consumer and Industrial Chemical Technologies Drilling Technologies Production Technologies Corporate and Other Total $268,761 117,867 84,846 4,401 156,596 6,983 $200,932 88,536 65,396 3,160 127,119 5,225 $183,986 81,438 65,440 1,765 59,195 3,553 $51,091 12,897 6,558 2,138 87,412 115 $42,927 10,659 6,260 1,126 86,640 183 $ - - - - - - $113,302 45,651 19,022 9,808 147,584 9,626 $112,406 43,156 18,306 9,632 135,738 6,326 $116,736 45,709 22,282 9,115 118,771 12,264 $16,003 6,544 3,246 327 21,843 942 $14,800 5,176 3,060 250 16,647 1,749 $12,106 4,472 3,395 206 11,189 77 $ - - (32,784) 1,174 9,841 2,241 $449,157 182,959 80,888 17,848 423,276 19,907 $ - - (34,296) 941 9,437 1,524 $371,065 147,527 58,726 15,109 375,581 15,007 $ - - (32,496) 497 30,712 4,807 $312,828 131,619 58,621 11,583 219,867 20,701 Revenue by country is based on the location where services are provided and products are used. No individual country other than the United States (“U.S.”) accounted for more than 10% of revenue. Revenue by geographic location is as follows (in thousands): U.S. Other countries Total Year ended December 31, 2013 2014 $ $ 370,087 79,070 449,157 $ $ 319,649 51,416 371,065 $ $ 2012 272,945 39,883 312,828 Long-lived assets held in countries other than the U.S. are not considered material to the consolidated financial statements. 79 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Major Customers Revenue from major customers, as a percentage of consolidated revenue, is as follows: Year ended December 31, 2013 2012 2014 Customer A Customer B 16.1% * 16.2% * 15.6% 10.0% * This customer did not account for more than 10% of revenue. Over 94% of the revenue from major customers noted above was from the Energy Chemical Technologies segment. Note 18 — Quarterly Financial Data (Unaudited) 2014 Revenue Gross margin Net income Earnings per share (1): Basic Diluted 2013 Revenue Gross margin Net income Earnings per share (1): Basic Diluted First Quarter Fourth Third Second Quarter Quarter Quarter (in thousands, except per share data) $ $ $ $ $ $ 102,575 43,681 12,018 0.22 0.22 78,243 32,630 7,765 0.16 0.15 $ $ $ $ $ $ 105,318 42,310 11,041 0.20 0.20 93,586 37,594 8,440 0.17 0.16 $ $ $ $ $ $ 116,761 46,078 14,272 0.26 0.26 98,388 37,502 8,968 0.17 0.16 $ $ $ $ $ $ 124,503 50,890 16,272 0.30 0.29 100,848 39,801 11,005 0.21 0.20 $ $ $ $ $ $ Total 449,157 182,959 53,603 0.98 0.97 371,065 147,527 36,178 0.70 0.67 (1) The sum of the quarterly earnings per share (basic and diluted) may not agree to the earnings per share for the year due to the timing of common stock issuances. 80 Management’s Report on Internal Control over Financial Reporting is and maintaining adequate The Company’s management responsible for internal establishing control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. The Company’s management, including the principal executive and principal financial officers, assessed the effectiveness of internal control over financial reporting as of December 31, 2014, based on criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (“COSO”) in “Internal Control – Integrated Framework.” Upon evaluation, has concluded that the Company’s internal control over financial reporting was effective in connection with the financial the statements as of December 31, 2014. the Company’s management consolidated preparation of The effectiveness of the Company’s internal control over financial reporting as of December 31, 2014 has been audited by Hein & Associates LLP, an independent registered public accounting firm, as stated in their report which is included herein. Changes in Internal Control Over Financial Reporting There have been no changes in the Company’s system of internal control over financial reporting during the three months ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Item 9B. Other Information. None. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Not applicable. Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures The Company’s disclosure controls and procedures are designed to ensure that information required to be filed or disclosed by the Company in reports submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures are also designed to ensure such information is accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. There are limitations to the effectiveness of any inherent system of disclosure and procedures, including the possibility of human error and the circumvention and overriding procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance that control objectives are attained. The Company’s disclosure controls and procedures are designed to provide such reasonable assurance. controls controls of or The Company’s management, with the participation of the principal executive and principal financial officers, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, 2014, as required by Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, the principal executive and principal financial officers have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2014. 81 PART III Item 10. Directors, Executive Officers and Corporate Governance. Item 13. Certain Relationships and Related Transactions, and Director Independence. information by Item is The required incorporated by reference to the Company’s Definitive Proxy Statement for the 2015 Annual Meeting of Stockholders to be filed with the SEC within 120 days of year end. this information by Item is The required incorporated by reference to the Company’s Definitive Proxy Statement for the 2015 Annual Meeting of Stockholders to be filed with the SEC within 120 days of year end. this Item 11. Executive Compensation. Item 14. Principal Accountant Fees and Services. information by Item is The required incorporated by reference to the Company’s Definitive Proxy Statement for the 2015 Annual Meeting of Stockholders to be filed with the SEC within 120 days of year end. this Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. information by Item is The required to the Company’s incorporated by reference Definitive Proxy Statement for the 2015 Annual Meeting of Stockholders to be filed with the SEC within 120 days of year end. this information by Item is The required to the Company’s incorporated by reference Definitive Proxy Statement for the 2015 Annual Meeting of Stockholders to be filed with the SEC within 120 days of year end. this 82 Item 15. Exhibits and Financial Statement Schedules. PART IV EXHIBIT INDEX Exhibit Number Exhibit Title 2.1 3.1 3.2 3.3 3.4 4.1 4.2 4.3 4.4 4.5 4.6 4.7 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 Agreement and Plan of Merger dated May 10, 2013, by and among Flotek Industries, Inc., Flotek Acquisition Inc. and Florida Chemical Company, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 13, 2013). Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended September 30, 2007). Certificate of Designations for Series A Cumulative Convertible Preferred Stock dated August 11, 2009 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on August 17, 2009). Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended September 30, 2009). Amended and Restated Bylaws, dated December 9, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on December 10, 2014). Form of Certificate of Common Stock (incorporated by reference to Appendix E to the Company’s Definitive Proxy Statement filed on September 27, 2001). Form of Certificate of Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit A to the Certificate of Designations for Series A Cumulative Convertible Preferred Stock filed as Exhibit 3.1 to the Company’s Form 8-K filed on August 17, 2009). Form of Warrant to Purchase Common Stock of the Company, dated August 31, 2000 (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form SB-2 (File no. 333- 129308) filed on October 28, 2005). Form of Exercisable Warrant, dated August 11, 2009 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 17, 2009). Form of Contingent Warrant, dated August 11, 2009 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on August 17, 2009). Amendment to Warrant to Purchase Common Stock, dated June 14, 2012, by and among the Company and each of the holders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 18, 2012). Amendment to Amended and Restated Warrant to Purchase Common Stock, dated as of February 5, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 11, 2014). 2003 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on October 27, 2005). 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-8 filed on October 27, 2005). 2007 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-K for the year ended December 31, 2007). Exclusive License Agreement, dated April 3, 2006, among the Company, USA Petrovalve, Inc. and Total Well Solutions, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Form 10- QSB for the quarter ended June 30, 2006). Form of Unit Purchase Agreement, dated August 11, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 12, 2009). Indenture, dated as of March 31, 2010, among the Company, the subsidiary guarantors named therein and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on April 6, 2010). 2010 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed on July 13, 2010). Form of Subscription Agreement (incorporated by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-3 (File No. 333-174199) filed on May 13, 2011). 83 Exhibit Number 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 10.24 10.25 10.26 10.27 10.28 10.29 Exhibit Title Non-Qualified Stock Option Agreement, dated April 8, 2011, between the Company and Steve Reeves (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2011). Non-Qualified Stock Option Agreement, dated April 8, 2011, between the Company and John W. Chisholm (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended June 30, 2011). Revolving Credit and Security Agreement dated as of September 23, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on September 26, 2011). Guaranty dated September 23, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on September 26, 2011). Security Agreement dated September 23, 2011 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on September 26, 2011). Intellectual Property Security Agreement dated September 23, 2011 (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on September 26, 2011). Lien Subordination and Intercreditor Agreement dated as of September 23, 2011 (incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on September 26, 2011). Third Amended and Restated Service Agreement, dated as of March 5, 2012, by and among the Company, Protechnics II, Inc. and Chisholm Management, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 12, 2012). Employment Agreement, dated June 1, 2012, between the Company and Steve Reeves (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 21, 2012). Second Amendment to Revolving Credit and Security Agreement dated as of November 12, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 14, 2012). Third Amendment to Revolving Credit and Security Agreement dated as of December 14, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 17, 2012). Fourth Amendment to Revolving Credit Security Agreement dated as of December 27, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 28, 2012). Employment Agreement, dated effective March 13, 2013 between the Company and H. Richard Walton (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 15, 2013). Restricted Stock Agreement, dated effective March 13, 2013 between the Company and H. Richard Walton (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on March 15, 2013). Fourth Amended and Restated Service Agreement, dated as of April 1, 2013 between the Company, Protechnics II, Inc. and Chisholm Management, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 3, 2013). Letter Agreement, dated as of April 1, 2013 between the Company and John Chisholm (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on April 3, 2013). Registration Rights Agreement dated May 10, 2013, by and among Flotek Industries, Inc. and the stockholders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 13, 2013). Amended and Restated Revolving Credit, Term Loan and Security Agreement dated May 10, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on May 13, 2013). Amendment to Employment Agreement dated June 1, 2012 between the Company and Steven A. Reeves, effective June 23, 2013 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended June 30, 2013). Amendment to Employment Agreement dated November 10, 2011 between the Company and Kevin Fisher, effective June 23, 2013 (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q for the quarter ended June 30, 2013). First Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement dated December 31, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 7, 2014). 84 Exhibit Number 10.30 10.31 10.32 10.33 10.34 10.35 10.36 Exhibit Title Employment Agreement, dated effective February 5, 2014 between the Company and Joshua A. Snively, Sr. (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on February 11, 2014). Restricted Stock Agreement, dated effective February 5, 2014 between the Company and Joshua A. Snively, Sr. (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on February 11, 2014). 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed on April 18, 2014). Fifth Amended and Restated Service Agreement, dated as of April 15, 2014, between the Company, Protechnics II, Inc. and Chisholm Management, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on April 21, 2014). Letter Agreement, dated as of April 15, 2014, between the Company and John Chisholm (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on April 21, 2014). Second Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement dated December 5, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on December 10, 2014). Employment Agreement, dated effective December 31, 2014 between the Company and Steve Reeves (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 7, 2015). List of Subsidiaries. Consent of Hein & Associates LLP. Rule 13a-14(a) Certification of Principal Executive Officer. Rule 13a-14(a) Certification of Principal Financial Officer. Section 1350 Certification of Principal Executive Officer. Section 1350 Certification of Principal Financial Officer. 21* 23* 31.1* 31.2* 32.1* 32.2* 101.INS** XBRL Instance Document. 101.SCH** XBRL Schema Document. 101.CAL** XBRL Calculation Linkbase Document. 101.LAB** XBRL Label Linkbase Document. 101.PRE** XBRL Presentation Linkbase Document. 101.DEF** XBRL Definition Linkbase Document. * ** Filed herewith. Furnished with this Form 10-K, not filed. 85 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES FLOTEK INDUSTRIES, INC. By: /s/ JOHN W. CHISHOLM John W. Chisholm President, Chief Executive Officer and Chairman of the Board Date: January 27, 2015 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. Signature Title Date /s/ JOHN W. CHISHOLM President, Chief Executive Officer and January 27, 2015 John W. Chisholm Chairman of the Board (Principal Executive Officer) /s/ H. RICHARD WALTON Chief Financial Officer January 27, 2015 H. Richard Walton /s/ KENNETH T. HERN Kenneth T. Hern /s/ JOHN S. REILAND John S. Reiland /s/ L.V. “BUD” MCGUIRE L.V. “Bud” McGuire /s/ L. MELVIN COOPER L. Melvin Cooper /s/ CARLA S. HARDY Carla S. Hardy /s/ TED D. BROWN Ted D. Brown January 27, 2015 January 27, 2015 January 27, 2015 January 27, 2015 January 27, 2015 January 27, 2015 (Principal Financial Officer and Principal Accounting Officer) Director Director Director Director Director Director 86 [THIS PAGE INTENTIONALLY LEFT BLANK] FLOTEK INDUSTRIES, INC. LIST OF SUBSIDIARIES EXHIBIT 21 CESI Chemical, Inc. Oklahoma Corporation CESI Manufacturing, LLC Flotek Ecuador Investments, LLC Texas Limited Liability Company Flotek Ecuador Management, LLC Oklahoma Limited Liability Company Texas Limited Liability Company Material Translogistics, Inc. Texas Corporation Flotek Industries FZE Flotek Chemical Ecuador Cia. Ltda. Ecuador Limited Liability Company Florida Chemical Company, Inc. Jebel Ali Free Zone Establishment Delaware Corporation FraxMax Analytics, LLC FC Pro, LLC Texas Limited Liability Company Delaware Limited Liability Company Padko International Incorporated Oklahoma Corporation Petrovalve International, Inc. Alberta Corporation Petrovalve, Inc. Delaware Corporation USA Petrovalve, Inc. Texas Corporation Turbeco, Inc. Texas Corporation Flotek Export, Inc. Texas Corporation Flotek Paymaster, Inc. Texas Corporation Teledrift Company Delaware Corporation Flotek International, Inc. Delaware Corporation FCC International, Inc. Florida Corporation Eclipse IOR Services, LLC Texas Limited Liability Company SiteLark, LLC Texas Limited Liability Company Flotek Gulf, LLC Omani Limited Liability Company Flotek Gulf Research, LLC Omani Limited Liability Company Flotek Industries Holding Ltd. England and Wales Corporation Flotek Industries UK Ltd. England and Wales Corporation Flotek Technologies ULC British Columbia Unlimited Liability Company EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements filed on Form S-8 (Nos. 333- 129268, 333-157276, 333-172596, 333-174983, 333-183617 and 333-198757) and on Form S-3 (Nos. 333- 161552, 333-166442, 333-166443, 333-173806, 333-174199 and 333-189555) of Flotek Industries, Inc. and subsidiaries (the “Company”) of our reports dated January 27, 2015, relating to the consolidated financial statements of Flotek Industries, Inc. and subsidiaries as of December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014, and to the Company’s internal control over financial reporting, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on January 27, 2015. We also consent to the reference to our firm under the heading “Experts” in such Registration Statements. /s/ Hein & Associates LLP Houston, Texas January 27, 2015 Exhibit 31.1 CERTIFICATION I, John W. Chisholm, certify that: 1. I have reviewed this Annual Report on Form 10-K of Flotek Industries, Inc.; 2. To the best of my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. To the best of my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. /s/ JOHN W. CHISHOLM John W. Chisholm President, Chief Executive Officer and Chairman of the Board Date: January 27, 2015 Exhibit 31.2 CERTIFICATION I, H. Richard Walton, certify that: 1. I have reviewed this Annual Report on Form 10-K of Flotek Industries, Inc.; 2. To the best of my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. To the best of my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: January 27, 2015 /s/ H. RICHARD WALTON H. Richard Walton Chief Financial Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32.1 In connection with the Annual Report of Flotek Industries, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ JOHN W. CHISHOLM John W. Chisholm President, Chief Executive Officer and Chairman of the Board Date: January 27, 2015 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32.2 In connection with the Annual Report of Flotek Industries, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: January 27, 2015 /s/ H. RICHARD WALTON H. Richard Walton Chief Financial Officer CORPORATE DIRECTORY SHAREHOLDER INFORMATION Board of Directors John W. Chisholm Chairman of the Board Kenneth T. Hern Lead Director Chairman, Governance & Nominating Committee Member, Compensation Committee Member, Audit Committee Annual Meeting Friday, April 24, 2015 – 2:00pm CDT Flotek Industries, Inc. Headquarters 10603 W. Sam Houston Pkwy. N. Suite 300 Houston, TX 77064 Stock Exchange Listing Ted Brown Director Member, Governance & Nominating Committee The Company’s common stock trades on the New York Stock Exchange, under the symbol “FTK.” L. Melvin Cooper Director Member, Compensation Committee Member, Audit Committee Member, Governance & Nominating Committee Carla Schulz Hardy Director Chairwoman, Compensation Committee Member, Governance & Nominating Committee L.V. “Bud” McGuire Director Member, Compensation Committee Member, Governance & Nominating Committee John S. Reiland Director Chairman, Audit Committee Member, Compensation Committee Member, Governance & Nominating Committee Executive Officers John W. Chisholm Chief Executive Officer and President Steve Reeves Executive Vice President, Operations H. Richard Walton Executive Vice President, Chief Financial Officer Josh Snively Executive Vice President, Research & Innovation President of Florida Chemical Company, Inc. Transfer Agent American Stock Transfer & Trust Company 6201 15th Ave. Brooklyn, New York 11219 800-937-5449 Auditors Hein and Associates, LLP 500 Dallas St Suittee 22990000 Houston, TX 770002 713-850-9814 ©2015 FLOTEK INDUSTRIES, INC Kate Damrich Lloyd Design 

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