FTK 10-K Annual Report Dec. 31, 2022 | Alphaminr
FLOTEK INDUSTRIES INC/CN/
ALPHAMINR

FTK 10-K Fiscal year ended Dec. 31, 2022

Balance Sheet
Cash Flow
Income Statement
Debt
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. [reserved]Item 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 Revenue From Contracts with CustomersNote 4 - Contract AssetsNote 5 InventoriesNote 6 Property and EquipmentNote 7 LeasesNote 8 - GoodwillNote 9 Accrued LiabilitiesNote 10 Debt and Convertible Notes PayableNote 11 Fair Value MeasurementsNote 12 Income TaxesNote 13 Commitments and ContingenciesNote 14 Stockholders EquityNote 15 Stock-based Compensation and Other Benefit PlansNote 16 Loss Per ShareNote 17 Supplemental Cash Flow InformationNote 18 Related Party TransactionNote 19 Business Segment, Geographic and Major Customer and Supplier InformationNote 20 Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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 Accountant Fees and ServicesItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Share Purchase Agreement, dated as of January 10, 2019, by and between the Company and ADM (portions of this exhibit have been omitted pursuant to a confidential treatment request, which has been granted) (incorporated by reference to Exhibit 2.1 to the Companys Form 8-K filed on March 4, 2019). 2.2 Membership Interest Purchase Agreement, dated as of May 18, 2020, by and between the Company, JP3 Measurement, LLC, the Sellers party thereto, and John A. Cardwell, as Seller Representative) (incorporated by reference to Exhibit 2.1 to the Companys Form 8-K filed on May 19, 2020). 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Companys Form10-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 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Flotek Industries, Inc. (incorporated by reference to Exhibit 3.1 to the Companys Form 8-K filed on May 7, 2020). 3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Flotek Industries, Inc. (form of which is incorporated by reference to Appendix B to the Companys Proxy Statement filed on April 5, 2022). 3.5 Second Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.4 to the Companys Form 10-K filed on March 16, 2021). 4.2 Description of Capital Stock of the Company (incorporated by reference to Exhibit 4.2 to the Companys Form 10-K filed on March 31, 2022). 4.3 Form of Convertible Note (incorporated by reference to Exhibit 4.1 to the Companys Form 8-K filed on February 4, 2022). 4.4 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Companys Form 8-K filed on February 4, 2022). 4.5 10% Convertible PIK Note dated May 17, 2022 (incorporated by reference to Exhibit 10.3 to the Companys Form 8-K filed on May 18, 2022). 4.6 Form of Pre-Funded Warrants (incorporated by reference to Exhibit 4.1 to the Companys Form 8-K filed on June 23, 2022). 10.1 Employment Agreement, dated May 18, 2020, between Flotek Industries, Inc. and Matthew R. Thomas (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on May 19, 2020) 10.2 Employment Agreement dated October 15, 2021, between the Company and Michael Borton (incorporated byreference to Exhibit 10.1 to the Companys Form 8-K on October 20, 2021.) 10.3 Purchase Agreement, dated January 10, 2020, between the Company and John W. Gibson, Jr. (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on January 13, 2020). 10.4 Employment Agreement dated October 15, 2021, between the Company and TengBeng Koid (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K on October 20, 2021.) 10.5 Employment Agreement between Flotek Industries, Inc. and Ryan Ezell effective as of January 1, 2021 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on January 6, 2021) 10.6 Flotek Industries, Inc. Employment Inducement Plan (incorporated by reference to Exhibit 99.1 to the Companys Form S-8 filed on June 17, 2020) 10.7 Form of Stock Option Grant Notice and Stock Option Agreement under Flotek Industries, Inc. Employment Inducement Plan (incorporated by reference to Exhibit 99.3 to the Companys Form S-8 filed on June 17, 2020) 10.8 Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under Flotek Industries, Inc. Employment Inducement Plan (incorporated by reference to Exhibit 99.2 to the Companys Form S-8 filed on June 17, 2020) 10.9 Separation and Release Agreement, dated July 28, 2020, between the Company and Elizabeth Wilkinson (incorporated by reference to Exhibit 10.4 to the Companys Form 10-Q filed on August 17, 2020) 10.10 Promissory Note dated April 16, 2020 in favor of PNC Bank, National Association (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on April 17, 2020) 10.11 *** Chemical Products Supply Agreement between Flotek Chemistry, LLC and ProFrac Services, LLC, dated February 2, 2022 (incorporated by reference to Exhibit 10.3 to the Companys Form 8-K filed on February 4, 2022). 10.12 *** Amendment No. 1 to Chemical Products Supply Agreement between Flotek Chemistry, LLC and ProFrac Services, LLC dated May 17, 2022 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on May 18, 2022). 10.13 *** Amendment to Supply Agreement between Flotek Chemistry, LLC and Florida Chemical Company, LLC dated February 26, 2020 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on March 3, 2020) 10.14 Registration Rights Agreement, by and between Flotek Industries, Inc. and ProFrac Holdings II, LLC dated May 17, 2022 (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on May 18, 2022). 10.15 Amendment No. 1 to Registration Rights Agreement Flotek Industries, Inc. and ProFrac Holdings II, LLC dated June 21, 2022 (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on June 23, 2022). 10.16 Letter Agreement between Flotek Industries, Inc. and North Sound Management, Inc. dated December 2, 2020 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on December 2, 2020). 10.17 *** Supply Agreement (Citrus Burst), dated as of February 28, 2019, by and between Florida Chemical Company, LLC and Flotek Chemistry, LLC (incorporated by reference to Exhibit 10.2 to the Companys Form 10-Q for the quarter ended March 31, 2019) 10.18 Cooperation Agreement, dated as of March 19, 2019, by and among the Company and BLR Partners LP and its affiliates (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on March 20, 2019) 10.19 Employment Agreement, dated effective as of April 1, 2019, by and between the Company and John W. Chisholm (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on May 24, 2019) 10.20 First Amended and Restated Employment Agreement, dated effective as of April 1, 2019, by and between the Company and Elizabeth T. Wilkinson (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on May 24, 2019) 10.21 Termination and Release Agreement, dated as of May 20, 2019, by and among the Company, John W. Chisholm, Protechnics II, Inc. and Chisholm Management, Inc. (incorporated by reference to Exhibit 10.3 to the Companys Form 10-Q for the quarter ended June 30, 2019) 10.22 Stand-Alone Cash-Settled Restricted Stock Unit Agreement, dated as of May 20, 2019, by and between the Company and John W. Chisholm (incorporated by reference to Exhibit 10.4 to the Companys Form 10-Q for the quarter ended June 30, 2019) 10.23 Restricted Stock Agreement, dated as of May 24, 2019, by and between the Company and John W. Chisholm (incorporated by reference to Exhibit 10.5 to the Companys Form 10-Q for the quarter ended June 30, 2019) 10.24 Flotek Industries, Inc. 2018 Long-Term Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Companys Current Report Form 8-K filed on June 7, 2021). 10.25 Form of Restricted Stock Agreement pursuant to the Companys 2018 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the Companys Form 10-Q for the quarter ended June 30, 2019) 10.26 Form of Restricted Stock Agreement pursuant to the Companys 2019 Non-Employee Director Incentive Plan (incorporated by reference to Exhibit 10.7 to the Companys Form 10-Q for the quarter ended June 30, 2019) 10.27 Amendment No. 1 to Employment Agreement, dated October 18, 2019, by and between the Company and John W. Chisholm (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on October 24, 2019) 10.28 Guaranty, dated May 8, 2019, by John W. Chisholm in favor of the Company (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on October 24, 2019) 10.29 Employment Agreement, dated effective as of December 22, 2019, by and between the Company and John W. Gibson, Jr. (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on December 27, 2019) 10.30 Stand-Alone Restricted Stock Unit Award Agreement, dated as of December 22, 2019, by and between the Company and John W. Gibson, Jr. (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on December 27, 2019) 10.31 Stand-Alone Time-Based Stock Option Award Agreement, dated as of December 22, 2019, by and between the Company and John W. Gibson, Jr. (incorporated by reference to Exhibit 10.3 to the Companys Form 8-K filed on December 27, 2019) 10.32 Stand-Alone Performance-Based Stock Option Award Agreement, dated as of December 22, 2019, by and between the Company and John W. Gibson, Jr. (incorporated by reference to Exhibit 10.4 to the Companys Form 8-K filed on December 27, 2019) 10.33 Securities Purchase Agreement dated February 16, 2022 by and between Flotek Industries, Inc. and ProFrac Holdings, LLC (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on February 22, 2022) 10.34 Master Transaction Agreement between Flotek Industries, Inc. and ProFrac Holdings, LLC, dated February 2, 2022 (incorporated by reference to Exhibit 10.4 to the Companys Form 8-K filed on February 4, 2022). 10.35 Note Purchase Agreement, dated February 2, 2022, by and among Flotek Industries, Inc. and the Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on February 4, 2022) 10.36 Employment Agreement between Flotek Industries, Inc. and Seham S. Carson effective as of August 5, 2022 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on August 9, 2022) 10.37 Separation and Release Agreement between Michael E. Borton and Flotek Industries, Inc. dated July 4, 2022 (incorporated by reference to Exhibit 10.6 to the Companys Form 10-Q filed of August 11, 2022) 10.38 Employment Agreement dated December 19, 2022 between Flotek Industries, Inc. and Bond Clement (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on December 19, 2022) 10.39 Securities Purchase Agreement between Flotek Industries, Inc. and ProFrac Holdings II, LLC dated June 17, 2022 (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on June 23, 2022). 21.1 * List of Subsidiaries 23.1 * Consent of KPMG 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 ** Section 1350 Certification of Principal Executive Officer. 32.2 ** Section 1350 Certification of Principal Financial Officer.