FTK 10-K Annual Report Dec. 31, 2023 | Alphaminr
FLOTEK INDUSTRIES INC/CN/
ALPHAMINR

FTK 10-K Fiscal year ended Dec. 31, 2023

Balance Sheet
Cash Flow
Income Statement
Debt
FLOTEK INDUSTRIES INC/CN/
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PROXIES
DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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DEF 14A
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 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 Accrued LiabilitiesNote 9 Debt and Convertible Notes PayableNote 10 Fair Value MeasurementsNote 11 Income TaxesNote 12 Commitments and ContingenciesNote 13 Stockholders EquityNote 14 Stock-based Compensation and Other Benefit PlansNote 15 Earnings (loss) Per ShareNote 16 Supplemental Cash Flow InformationNote 17 Related Party TransactionNote 18 Business Segment, Geographic and Major Customer and Supplier InformationNote 19 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 3.6 to the Companys Form 10-Q filed on November 8, 2023). 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 June 6, 2023, between the Company and Ryan Ezell (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on June 8, 2023). 10.2 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) 10.3 Amendment to Employment Agreement , dated April 13, 2023, between the Company and Harsha V. Agadi (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on April 17, 2023). 10.4 Employment Agreement, dated January 19, 2023, between the Company and Harsha Agadi (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on January 19, 2023). 10.5 Director and Officer Indemnification Agreement dated May 5, 2023 (incorporated by reference to Exhibit 10.6 to the Companys Form 10-Q filed on May 11, 2023). 10.6 First Amendment to Revolving Loan and Security Agreement dated as of October 5, 2023, among Flotek Industries, Inc., Flotek Chemistry, LLC and JP3 Measurement, LLC, as borrowers, and Amerisource Funding, Inc., as lender (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on October 6, 2023). 10.7 Revolving Loan and Security Agreement dated as of August 14, 2023, among Flotek Industries, Inc., Flotek Chemistry, LLC and JP3 Measurement, LLC, as borrowers, and Amerisource Funding, Inc., as lender (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on August 14, 2023). 10.8 Amendment No.2 to the Chemical Supply Agreement dated February 1, 2023 between Flotek Chemistry, LLC and ProFrac Services, LLC (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on February 6, 2023). 10.9 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). 10.10 *** 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). 10.11 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). 10.12 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). 10.13 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) 10.14 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). 10.15 *** 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). 10.16 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) 10.17 Form of Stock Option Award Grant Notice and Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on December 8, 2023). 10.18 Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on December 8, 2023). 10.19 2023 Management Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 to the Companys Form 8-K filed on December 8, 2023). 10.20 Flotek Industries, Inc. Amended and Restated 2012 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on June 30, 2023). 10.21 Stock Option Agreement, dated June 7, 2023, between the Company and Bond Clement (incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on June 8, 2023). 10.22 Stand-Alone Restricted Stock Unit Award Agreement, dated January 19, 2023, between the Company and Harsha Agadi (incorporated by reference to Exhibit 10.3 to the Companys Form 8-K filed on January 19, 2023). 10.23 2018 Long-Term Incentive Plan, as amended (incorporated by reference to Appendix B to the Companys Definitive Proxy Statement on Schedule 14A filed on April 28, 2023). 10.24 Flotek Industries, Inc. Employment Inducement Plan (incorporated by reference to Exhibit 99.1 to the Companys Form S-8 filed on June 17, 2020) 10.25 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) 10.26 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) 10.27 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) 10.28 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) 10.29 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) 10.3 Separation Agreement and General Release, dated April 13, 2023, between the Company and James Silas (incorporated by reference to Exhibit 10.5 to the Companys Form 10-Q filed on May 11, 2023). 10.31 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) 10.32 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) 10.33 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) 10.34 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) 10.35 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) 10.36 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) 10.37 Separation Agreement and General Release, dated January 19, 2023, between the Company and John Gibson (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K file on January 19, 2023). 10.38 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). 10.39 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) 10.40 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) 10.41 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) 10.42 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) 10.43 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) 10.44 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) 10.45 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.) 10.46 * Employment Agreement dated January 30, 2024, between the Company and Amy Blakeway. 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. 97 * Flotek Industries, Inc. Clawback Policy