FTK 10-K Annual Report Dec. 31, 2018 | Alphaminr
FLOTEK INDUSTRIES INC/CN/

FTK 10-K Fiscal year ended Dec. 31, 2018

FLOTEK INDUSTRIES INC/CN/
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Organization and Nature Of OperationsNote 2 Summary Of Significant Accounting PoliciesNote 3 Discontinued OperationsNote 4 Impairment Of Inventory and Long-livedNote 5 Assets Held For SaleNote 6 AcquisitionsNote 7 Revenue From Contracts with CustomersNote 8 Supplemental Cash Flow InformationNote 9 InventoriesNote 10 Property and EquipmentNote 11 GoodwillNote 12 Other Intangible AssetsNote 13 Long-term Debt and Credit FacilityNote 14 Fair Value MeasurementsNote 15 Earnings (loss) Per ShareNote 16 Income TaxesNote 17 Common StockNote 18 Commitments and ContingenciesNote 19 Business Segment, Geographic and Major Customer InformationNote 20 Quarterly Financial Data (unaudited)Note 21 Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Companys Form 10-Q for the quarter ended September30, 2007). 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit3.1 to the Companys Form10-Q for the quarter ended September30,2009). 3.3 Amended and Restated Bylaws, dated December 9, 2014 (incorporated by reference to Exhibit 3.1 to the Companys Form 8-K filed on December 10, 2014). 3.4 Second Amended and Restated Bylaws, dated October 11, 2017 (incorporated by reference to Exhibit 3.1 to the Companys Form 8-K filed on October 17, 2017). 4.2 Registration Rights Agreement, dated as of July 26, 2016, by and among the Company, Donald Bramblett, and Mark Kieper (incorporated by reference to Exhibit 4.6 to the Companys Registration Statement on Form S-3 (File No. 333-212864) filed on August 3, 2016). 10.2 Amended and Restated Revolving Credit, Term Loan and Security Agreement dated May 10, 2013 (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on May 13, 2013). 10.3 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 Companys Form 8-K filed on January 7, 2014). 10.5 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 Companys Form 8-K filed on April 21, 2014). 10.6 Letter Agreement, dated as of April 15, 2014, between the Company and John Chisholm (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on April 21, 2014). 10.7 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 Companys Form 8-K filed on December 10, 2014). 10.8 Third Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement dated June 19, 2015 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on June 24, 2015). 10.9 Fourth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement dated July 21, 2015 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on July 23, 2015). 10.10 Employment Agreement, dated effective January 1, 2016 between the Company and Joshua A. Snively, Sr. (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on January 7, 2016). 10.11 Fifth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement dated effective March 31, 2016 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on May 3, 2016). 10.12 Form of Subscription Agreement, dated as of July 26, 2016 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on August 1, 2016). 10.13 Sixth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement dated effective September 30, 2016 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on November 2, 2016). 10.14 Retirement Agreement, dated February 14, 2017, between Robert M. Schmitz and the Company (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on February 17, 2017). 10.15 Retirement Agreement, dated February 16, 2017, between Steve Reeves and the Company (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on February 17, 2017). 10.16 Letter Agreement, dated February 13, 2017, among the Company, Protechnics II, Inc. and Chisholm Management, Inc. amending the Fifth Amended and Restated Service Agreement among such parties (incorporated by reference to Exhibit 10.3 to the Companys Form 8-K filed on February 17, 2017). 10.17 Seventh Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement and Sixth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated effective as of March 31, 2017 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on May 1, 2017). 10.18 Asset Purchase Agreement, dated May 2, 2017, by and among National Oilwell DHT, L.P., Dreco Energy Services ULC, and National Oilwell Varco, L.P., the buyers, Teledrift Company, Turbeco, inc., Flotek Technologies ULC, and Flotek Industries FZE, the sellers, and Flotek Industries, Inc (incorporated by reference to Exhibit 10.2 to the Companys Form 10-Q for the quarter ended June 30, 2017). 10.19 Eighth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated effective as of June 7, 2017 (incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q for the quarter ended September 30, 2017). 10.20 Ninth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated effective as of July 1, 2017 (incorporated by reference to Exhibit 10.2 to the Companys Form 10-Q for the quarter ended September 30, 2017). 10.21 Tenth Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement, dated effective as of September 29, 2017 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on October 3, 2017). 10.22 Confidential Severance and Release Agreement, dated effective October 12, 2017, between the Company and Robert Bodnar (incorporated by reference to Exhibit 10.5 to the Companys Form 10-Q for the quarter ended September 30, 2017). 10.23 Employment Agreement, dated effective March 16, 2018, between the Company and Joshua A. Snively, Sr. (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on March 22, 2018). 10.24 Employment Agreement, dated effective March 16, 2018, between the Company and H. Richard Walton (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on March 22, 2018). 10.25 Employment Agreement, dated effective March 16, 2018, between the Company and Matthew B. Marietta (incorporated by reference to Exhibit 10.3 to the Companys Form 8-K filed on March 22, 2018). 10.26 Form of Restricted Stock Agreement, dated March 16, 2018, between the Company and Joshua A. Snively, Sr. and Matthew B. Marietta (incorporated by reference to Exhibit 10.4 to the Companys Form 8-K filed on March 22, 2018). 10.27 Form of Restricted Stock Agreement, dated March 16, 2018, between the Company and H. Richard Walton (incorporated by reference to Exhibit 10.5 to the Companys Form 8-K filed on March 22, 2018). 10.29 Eleventh Amendment to Amended and Restated Revolving Credit, Term Loan and Security Agreement dated June 13, 2018 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on June 13, 2018). 10.30 Employment Agreement, dated effective December 20, 2018, between the Company and Elizabeth T. Wilkinson (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on December 27, 2018). 10.31 Form of Restricted Stock Agreement, dated December 27, 2018, between the Company and Elizabeth T. Wilkinson (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on December 27, 2018). 21 * List of Subsidiaries. 23.1 * Consent of Moss Adams LLP. 23.2 * Consent of Hein& Associates LLP. 31.1 * Rule 13a-14(a) Certification of Principal Executive Officer. 31.2 * Rule 13a-14(a) Certification of Principal Financial Officer. 32.1 ** Section1350 Certification of Principal Executive Officer. 32.2 ** Section1350 Certification of Principal Financial Officer.