10QSB/A 1 form10qjune02amended.txt AMENDMENT NO. 1 TO JUNE 30, 2002 FORM 10QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 - QSB/A-1 [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED JUNE 30, 2002 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) Commission File Number 1-13270 FLOTEK INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 90-0023731 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification Number) 7030 Empire Central Drive, Houston TX 77040 Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (713) 849-9911 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities and 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 [x] No [_] The number of shares of the Registrant's common stock outstanding on August 14, 2002 was 4,910,812. Transitional Small Business Disclosure Format (check one): Yes [_] No [x] EXPLANATORY NOTE FLOTEK INDUSTRIES, INC. The purpose of this amendment No. 1 to the Flotek Industries, Inc. Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2002 is solely to reflect a cumulative effect of an accounting change, as a result of the adoption of the Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", effective January 1, 2002. This new accounting pronouncement allows companies until December 31, 2002 to quantify the impairment charge, if any, but requires companies to record this charge effective January 1, 2002, resulting in this amended Form 10-QSB. 2 TABLE OF CONTENTS Part I. FINANCIAL INFORMATION Item 1. Financial Information Consolidated Balance Sheets Consolidated Statements of Operations Consolidated Statement of Changes in Stockholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements 1. General 2. Acquisitions 3. Stock Settlement 4. Accounts Receivable 5. Inventories and Work in Progress 6. Property and Equipment 7. Goodwill and Other Intangible Assets 8. Capital Lease Obligation 9. Notes Payable 10. Long-Term Debt 11. Net Loss Per Common Share 12. Segment Information 13. Subsequent Events Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 4. Controls and Procedures PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures Certifications 3 PART 1 Item 1 - Financial Information
FLOTEK INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS June 30, December 31, 2002 2001 ----------------- ------------------ (Unaudited) ASSETS Current assets: Cash and cash equivalents......................................... $ 9,575 $ 240,438 Accounts receivable, less reserve of $6,029 and $208,333, as of June 30, 2002 and December 31, 2001, respectively...................................................... 3,589,565 2,189,566 Inventories and work in progress.................................. 2,712,591 3,704,153 Other current assets.............................................. 194,785 24,735 ------------ ------------ Total current assets......................................... 6,506,516 6,158,892 ------------ ------------ Property and equipment, net........................................... 4,566,666 3,671,939 Goodwill, net......................................................... 12,866,345 13,111,840 Patents and other intangibles, net.................................... 279,444 191,333 Other assets.......................................................... 43,064 87,253 ------------ ------------ Total assets................................................. $ 24,262,035 $ 23,221,257 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable.................................................. $ 2,767,210 $ 2,225,219 Accrued liabilities............................................... 222,812 722,910 Amounts due to related parties.................................... 120,839 132,855 Notes payable..................................................... 2,973,670 1,282,966 Current portion of long-term debt................................. 1,172,521 876,737 Capital lease obligations, current portion........................ 32,290 633,894 ------------ ------------ Total current liabilities.................................... 7,289,342 5,874,581 ------------ ------------ Long-term debt....................................................... 3,325,982 3,339,970 Capital lease obligations, long-term................................. 1,350,661 - Stockholders' equity: Preferred stock, $.0001 par value, 100,000 shares authorized, no shares issued................................................ - - Common stock, $.0001 par value, 20,000,000 shares authorized, 4,910,812 and 4,850,696 shares issued and outstanding as of June 30, 2002 and December 31, 2001, respectively.............................. 491 485 Additional paid-in capital....................................... 15,762,346 15,572,886 Accumulated deficit.............................................. (3,466,787) (1,566,665) ------------ ------------ Total stockholders' equity................................... 12,296,050 14,006,706 ------------ ------------ Total liabilities and stockholders' equity................... $ 24,262,035 $ 23,221,257 ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 4 FLOTEK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended June 30, June 30, ------------------------------------ ------------------------------------- 2002 2001 2002 2001 ---------------- ----------------- ------------------ ----------------- Revenues.................................. $ 3,380,294 $ 2,516,757 $ 7,039,877 $ 5,206,438 Cost of revenues.......................... 2,371,961 1,701,313 4,470,774 3,258,498 ------------- ------------- ------------ ------------ Gross margin.............................. 1,008,333 815,444 2,569,103 1,947,940 ------------- -------------- ------------ ------------ Expenses: Selling, general and administrative.... 1,752,941 965,514 3,336,671 2,219,254 Depreciation and amortization.......... 170,309 158,897 318,854 294,326 Research and development............... 81,108 4,308 85,650 5,364 ------------- ------------- ------------ ------------ Total expenses....................... 2,004,358 1,128,719 3,741,175 2,518,944 ------------- ------------- ------------ ------------ Loss from operations...................... (996,025) (313,275) (1,172,072) (571,004) Other income (expense): Interest expense....................... (183,987) (131,181) (276,415) (224,240) Interest income........................ - 12,892 - 37,751 Other, net............................. (611) - 1,110 44,100 ------------- ------------- ------------ ------------ Total other income (expense)........ (184,598) (118,289) (275,305) (142,389) ------------- ------------- ------------ ------------ Loss before cumulative effect of change in accounting principle................... (1,180,623) (431,564) (1,447,377) (713,393) Cumulative effect of change in accounting principle................... - - (452,745) - ------------- ------------- ------------ ------------ Net loss.................................. $ (1,180,623) $ (431,564) $ (1,900,122) $ (713,393) ============= ============= ============ ============ Basic and diluted loss per common share before cumulative effect of change in accounting principle................... $ (.240) $ (.147) $ (.295) $ (.262) Cumulative effect of change in accounting principle................. - - (.093) - ------------- ------------- ------------ ----------- Basic and diluted net loss per common share............................. $ (.240) $ (.147) $ (.388) $ (.262) ============= ============= ============ ============ Weighted average number of shares outstanding....................... 4,910,812 2,942,247 4,901,608 2,723,010 ============= ============= ============ ============
The accompanying notes are an integral part of these consolidated financial statements. 5 FLOTEK INDUSTRIES, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
Common Stock Additional ------------ Paid-in Accumulated Shares Amount Capital Deficit Total ------ ------ ------- ------- ----- Balance at December 31, 2001................. 4,850,696 $ 485 $ 15,572,886 $ (1,566,665) $ 14,006,706 Common stock issued in acquisitions.......... 60,116 6 189,460 - 189,466 Net loss..................................... - - - (1,900,122) (1,900,122) --------- ------- ------------ ------------- ------------ Balance at June 30, 2002..................... 4,910,812 $ 491 $ 15,762,346 $ (3,466,787) $ 12,296,050 ========= ======= ============ ============= ============
The accompanying notes are an integral part of these consolidated financial statements. 6 FLOTEK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended June 30, ------------------------------------ 2002 2001 ----------------- ---------------- Cash flows from operating activities: Net loss..................................................... $ (1,900,122) $ (713,393) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization........................... 318,854 297,897 Change in accounting principle.......................... 452,745 - Imputed interest expense................................ - 10,998 Gain on sale of assets.................................. - (38,963) (Increase) decrease in: Accounts receivable................................... (1,399,999) (525,279) Inventories and work in progress...................... 991,562 1,238,492 Other current assets.................................. (170,050) (109,183) Accounts payable and accrued liabilities.............. 41,893 650,947 ------------- ------------- Net cash provided by (used in) operating activities......................................... (1,665,117) 811,516 ------------- ------------- Cash flows from investing activities: Acquisition of subsidiaries, net............................ (122,250) (7,075,124) Capital expenditures........................................ (1,197,228) (668,036) Proceeds from sales of assets............................... - 243,536 Deposits and other.......................................... 44,189 (63,277) ------------- ------------- Net cash used in investing activities................ (1,275,289) (7,562,901) ------------- ------------- Cash flows from financing activities: Issuance of stock for cash.................................. - 4,262,000 Proceeds from borrowings.................................... 2,580,117 2,314,277 Proceeds from sale/leaseback transaction.................... 761,000 - Repayments of indebtedness.................................. (607,615) (353,271) Proceeds from (payments to) related parties................. (12,016) (300,765) Principal payments on capital leases........................ (11,943) (12,000) ------------- ------------- Net cash provided by financing activities............ 2,709,543 5,910,241 ------------- ------------- Net increase (decrease) in cash and cash equivalents............. (230,863) (841,144) Cash and cash equivalents - beginning of period.................. 240,438 1,293,142 -------------- ------------- Cash and cash equivalents - end of period........................ $ 9,575 $ 451,998 ============= ============= The accompanying notes are an integral part of these consolidated financial statements.
7 FLOTEK INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Six Months Ended June 30, ---------------------------------------- 2002 2001 ------------------ ------------------ Supplemental schedule of noncash investing and financing activities: Land and building acquired under capital lease................ $ - $ 630,794 =========== =========== Supplemental disclosures of cash flow information: Acquisition of subsidiaries: Assets (liabilities) acquired: Cash....................................................... $ - $ 224,584 Accounts receivable........................................ - 1,104,156 Inventories and work in progress........................... - 1,278,812 Other current assets....................................... - 9,080 Property and equipment..................................... - 1,418,879 Marketable securities...................................... - 204,573 Patents and other intangibles.............................. 104,466 - Goodwill................................................... 207,250 7,596,345 Other assets............................................... - 133,878 Debt....................................................... - (495,829) Accounts payable and accrued liabilities................... - (974,770) ----------- ----------- 311,716 10,499,708 Common stock issued.......................................... (189,466) (1,800,000) Promissory notes issued...................................... - (1,400,000) ----------- ----------- Net cash paid to sellers and transaction costs............. $ 122,250 $ 7,299,708 =========== =========== Cash paid for interest......................................... $ 254,721 $ 224,240 =========== ===========
8 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 - General The consolidated condensed financial statements included herein are unaudited and have been prepared by Flotek Industries, Inc. (the "Company") pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information relating to the Company's organization and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles has been condensed or omitted in this Form 10-QSB pursuant to such rules and regulations. These financial statements reflect all adjustments which the Company considers necessary for the fair presentation of such financial statements for the interim periods presented and the Company believes that the disclosures included herein are adequate to make the interim information presented not misleading. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2001. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. Note 2 - Acquisitions In January 2002, the Company issued 26,116 shares of common stock valued at $82,309 to the former shareholders of Material Translogistics, Inc. ("MTI"). Under the original acquisition agreement, which had an effective date of June 29, 2001, the shareholders of MTI could receive up to 52,232 additional shares of common stock, contingent upon the execution of two future contracts. One of these contracts became effective in January 2002 and the shares issued above relate to that contract. The other contract had not been executed as of June 30, 2002. On February 19, 2002, the Company acquired 100% of the common stock of IBS 2000, Inc. ("IBS"), a Denver-based company engaged in the development and manufacturing of environmentally neutral chemicals for the oil industry. IBS is in the development stage and has had limited operating history. The Company paid $100,000 in cash and issued 34,000 shares of common stock valued at $107,157 to acquire IBS. Including legal and other transaction costs, the acquisition resulted in the recording of approximately $197,000 of goodwill and other intangibles. Note 3 - Stock Settlement In early 2002, the Company became aware of an accounting issue regarding the application of the percentage of completion accounting method in one of the subsidiaries of CESI prior to the Merger, during the time CESI was a private company. Further review resulted in adjustments to the financial statements to reflect a proper application of the percentage of completion accounting method. These adjusted financial statements differed materially from the ones provided to the Company by CESI prior to the Merger. After discussions with representatives of CESI, certain former shareholders of CESI agreed to surrender 180,000 of the common shares which were received by them pursuant to the Merger. On July 19, 2002, these shares were redistributed for the benefit of the shareholders of Flotek Industries, Inc. other than former CESI shareholders. This was accomplished by declaring a stock dividend to all shareholders and securing the agreement of all former CESI shareholders to waive their beneficial interest in the stock dividend. The stock dividend was also waived by all other shareholders who received shares subsequent to the Merger. The net effect of these transactions was to distribute 180,000 shares to the shareholders of Flotek Industries, Inc. Accordingly, with the cancellation of the 180,000 shares surrendered by certain CESI shareholders, there was no net change in the outstanding shares of the Company as a result of this settlement. 9 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 4 - Accounts Receivable At June 30, 2002, the Company had approximately $2,032,000 of accounts receivable from a customer in Venezuela, of which $1,403,000 arose from goods shipped in the first half of 2002 and $629,000 was recorded prior to December 31, 2001. As a result of political instability and work disruptions in the country, these amounts have not been paid within the customary payment terms for this customer and no payments had been received through March 2002. The ultimate customer for these goods is PDVSA, the national oil company of Venezuela. Our customer holds a contract to deliver over $5 million of our proprietary products to PDVSA during the next three years. However, PDVSA has delayed acceptance of the majority of the goods shipped until its field operations return to higher activity levels. Our customer is unable to pay for the goods until payment has been received from PDVSA. In the second quarter of 2002 we were informed by PDVSA that field operations would return to higher levels of activity and that acceptance of goods shipped would begin. We received a $200,000 payment in the second quarter, $150,000 in July and product receipts by PDVSA are continuing into the third quarter. We expect to collect the entire June 30, 2002 outstanding balance and have not provided a reserve for doubtful accounts associated with this balance. Note 5 - Inventories and Work in Progress Inventories consist of raw materials, finished goods and parts and materials used in manufacturing and construction operations. Finished goods inventories include raw materials, direct labor and production overhead. Inventories are carried at the lower of cost or market using the average cost method. The Company maintains a reserve for impaired or obsolete inventory, which is reviewed for adequacy on a periodic basis. Work in progress consists of percentage of completion revenues recognized in excess of customer billings plus any provision for estimated losses on contracts. The components of inventories and work in progress at June 30, 2002 and December 31, 2001 were as follows:
June 30, December 31, 2002 2001 ------------------ ------------------ Raw materials...................................... $ 347,931 $ 496,332 Finished goods..................................... 1,725,207 1,856,011 Manufacturing parts and materials.................. 506,160 708,036 Work in progress................................... 421,783 1,000,799 Inventory valuation reserve........................ (288,490) (357,025) ----------- ----------- Inventories and work in progress, net......... $ 2,712,591 $ 3,704,153 =========== ===========
10 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 6 - Property and Equipment At June 30, 2002 and December 31, 2001, property and equipment were comprised of the following:
June 30, December 31, 2001 2002 ------------------ ------------------ Land............................................... $ 138,700 $ 145,000 Buildings and leasehold improvements............... 2,224,430 2,115,078 Machinery and equipment............................ 1,150,411 1,195,632 Construction in progress........................... 928,626 - Furniture and fixtures............................. 67,935 67,936 Transportation..................................... 620,407 456,690 Computer equipment................................. 90,451 76,497 ----------- ----------- Total property and equipment................... 5,220,961 4,056,833 Less accumulated depreciation..................... 654,295 384,894 ----------- ----------- Net property and equipment.................... $ 4,566,666 $ 3,671,939 =========== ===========
Note 7 - Goodwill and Other Intangible Assets The Company adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142") effective January 1, 2002. This statement addresses accounting and reporting for acquired goodwill and intangible assets. In the third quarter, we completed our initial assessment of goodwill impairment as required under SFAS No. 142. In accordance with the transitional provisions of SFAS No. 142, the Company determined, with the assistance of an independent appraiser, that the carrying value of goodwill and related assets of the Equipment Specialties reporting unit exceeded its fair value. There was approximately $1.3 million of goodwill attributable to the Equipment Manufacturing segment, which consists of two reporting units, Equipment Specialties and MTI. As a result, the Company recognized a charge to income of $452,745 ($.093 loss per share) for the Equipment Specialties reporting unit, which represents all of this unit's goodwill. Our test concluded there was no impairment for MTI. The goodwill impairment is reflected as the cumulative effect of change in accounting principle during the first quarter of 2002. As of the end of each period presented, all of the Company's other intangible assets had definitive lives and were being amortized accordingly. Following is a reconciliation of goodwill: Beginning balance, December 31, 2001........... $13,111,840 Acquisitions................................... 207,250 Goodwill impairment, January 1, 2002 associated with the Equipment Specialties reporting unit............................... (452,745) ---------- Ending balance, June 30, 2002.................. $12,866,345 =========== 11 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 7 - Goodwill and Other Intangible Assets (Continued) Following is a reconciliation of the reported net income (loss) to the adjusted net income (loss) reflecting the impact of the adoption of SFAS No. 142 on all periods presented:
Three Months Ended Six Months Ended June 30, June 30, ------------------------------------ ------------------------------------ 2002 2001 2002 2001 ---------------- ----------------- ---------------- ----------------- Reported net Income (Loss): Reported net income (loss)............. $ (1,180,623) $ (431,564) $ (1,900,122) $ (713,393) Add back: Cumulative effect of accounting change for impairment of goodwill....... - - 452,745 - Goodwill amortization........ - 87,000 - 170,181 ------------ ----------- ------------ ------------ Adjusted net income (loss)............. $ (1,180,623) $ (344,564) $ (1,447,377) $ (543,212) ============ ============ ============ ============ Basic and Diluted earnings per share: Reported net income (loss)............. $ (.240) $ (.147) $ (.388) $ (.262) Add back: Cumulative effect of accounting change for impairment of goodwill....... - - .093 - Goodwill amortization........ - .030 - .062 ------------ ----------- ------------ ------------ Adjusted net income (loss)............. $ (.240) $ (.117) $ (.295) $ (.200) ============ =========== ============ ============
Since the impairment review was not performed until the third quarter of 2002, SFAS No. 142 requires that the result be recorded in the Company's first reporting period which is the quarter ended March 31, 2002. Thus, the first quarter's results were restated to reflect the impact of the impairment charge. The following table reports the effects of recording the goodwill impairment on previously reported net income (loss) for the three months ended March 31, 2002. 12 Note 7 - Goodwill and Other Intangible Assets (Continued) Restated operating results for effect of cumulative change in accounting principle: Three Months Ended March 31, 2002 --------------------- Reported loss before cumulative effect of change in accounting principle.................... $ (266,754) Goodwill impairment.................................... (452,745) ---------- Net loss............................................... $ (719,499) ========== Reported basic and diluted loss per common share before cumulative effect of change in accounting principle............................................. $ (.055) Cumulative effect of change in accounting principle.... (.092) ---------- Restated basic and diluted net loss per common share... $ (.147) ========== The Company evaluates the recoverability of its intangible assets subject to amortization in accordance with Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). SFAS No. 144 requires long-lived assets to be reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. An impairment is recognized in the event that the net book value of an asset exceeds the sum of the future undiscounted cash flows attributable to such asset or the business to which such asset relates and the net book value exceeds fair value. The impairment amount is measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. As of June 30, 2002, the Company did not recognize any impairment associated with its long-lived assets. 13 Note 7 - Goodwill and Other Intangible Assets (Continued) Other intangible assets are comprised of the following:
June 30, 2002 December 31, 2001 ------------------------------------ ------------------------------------- Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization ---------------- ----------------- ---------------- ------------------ Patents................................... $266,148 $80,722 $266,148 $74,815 Other Intangibles......................... 104,464 10,446 - - -------- ------- -------- ------- Total................................... $370,612 $91,168 $266,148 $74,815 ======== ======= ======== ======= Aggregate Expense for the Three Aggregate Expense for the Six Months Ended Months Ended ------------------------------------ ------------------------------------- June 30, 2002 June 30, 2001 June 30, 2002 June 30, 2001 ---------------- ----------------- ----------------- ----------------- Patents................................... $ 5,767 $ - $ 5,908 $ 118 Other Intangibles......................... 10,446 - 10,446 - -------- ------- -------- ------- Total................................... $ 16,213 $ - $ 16,354 $ 118 ======== ======= ======== =======
Estimated Amortization Expense: For the year ended December 31, 2003 $ 68,400 For the year ended December 31, 2004 $ 57,954 For the year ended December 31, 2005 $ 26,616 For the year ended December 31, 2006 $ 26,616 For the year ended December 31, 2007 $ 26,616 Note 8 - Capital Lease Obligation On February 28, 2002, the Company sold its rights and obligation to purchase the land and buildings covered by a capital lease obligation, together with capital improvements to the property totaling approximately $750,000, to Oklahoma Facilities, LLC ("Facilities"). An officer of the Company has a minority investment interest in and is an officer of Facilities. The total consideration at closing was $1,400,000, with net cash proceeds to the Company of $761,000. The transaction did not generate any gain or loss. The Company simultaneously entered into a lease agreement with Facilities under which it is obligated to pay average rent of $18,000 per month for a fixed term of ten years. The Company has the right to buy the property at any time during the first two years of the lease for a fixed price of $1,400,000. The Company also has the option to purchase the building for a fixed price of $420,000 at the end of the ten-year lease term. 14 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 9 - Notes Payable Notes payable at June 30, 2002 and December 31, 2001 consisted of the following:
June 30, December 31, 2002 2001 ---- ---- Revolving line of credit, secured by accounts receivable and inventory, bearing interest at the prime rate plus 1.25%, due in May 2003, with maximum borrowings of $1,414,035 (1)................................... $ 1,414,035 $ 1,252,966 Revolving line of credit, secured by accounts receivable and inventory, bearing interest at the prime rate plus 1.25%, due in January 2003, with maximum borrowings of $1,608,100 (2).............................. 1,529,635 - Other notes payable...................................................... 30,000 30,000 ----------- ----------- Total notes payable.................................................... $ 2,973,670 $ 1,282,966 =========== =========== (1) Limited to a borrowing base amount calculated as 60% of eligible accounts receivable and inventory. (2) Limited to a borrowing base amount calculated as 50% of eligible accounts receivable and inventory. Note 10 - Long-Term Debt Long-term debt at June 30, 2002 and December 31, 2001, consisted of the following: June 30, December 31, 2002 2001 ---- ---- Notes payable to shareholders of acquired businesses, unsecured, bearing interest at 9% payable quarterly, due in five annual installments of $200,000 each beginning January 2002.................................. $ 800,000 $ 1,000,000 Note payable to bank, bearing interest at the prime rate plus 1%, payable in monthly installments of $39,812 including interest, due in January 2008 2,271,933 2,439,532 Note payable to bank, bearing interest at the prime rate plus 1%, payable in monthly installments of $14,823 including interest, due in September 2004........................................................ 387,680 464,538 Construction loan payable to bank, bearing interest at the prime rate plus 1%, payable in monthly installments of $25,923 including interest, due in January 2005....................................................... 709,325 - Mortgage note on property, bearing interest at 10%, payable in monthly installments of $1,451 including interest, with final payment of $111,228 due in December 2002......................................... 112,908 115,877 Notes payable to Duncan Area Economic Development Foundation, unsecured, interest at 6%, payable in monthly installments of $1,934 including interest, due in May 2006............................................. 79,102 87,620 Secured vehicle and other equipment loans.................................. 137,555 109,140 ----------- ----------- Total................................................................. 4,498,503 4,216,707 Less current maturities............................................... 1,172,521 876,737 ----------- ----------- Long-term debt.................................................... $ 3,325,982 $ 3,339,970 =========== ===========
15 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 10 - Long-Term Debt (Continued) The revolving lines of credit and bank notes payable are owed to the Company's primary lending bank and are secured by substantially all of the assets of the Company. They have also been personally guaranteed by an officer of the Company. Note 11 - Net Loss Per Common Share Net loss per common share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. Dilutive loss per share is calculated by dividing net loss attributable to common stockholders by the weighted average number of common shares and dilutive potential common shares outstanding. There were no potentially dilutive common shares as of June 30, 2002 or December 31, 2001. Note 12 - Segment Information The Company has three reportable segments, as follows: o The Specialty Chemicals segment develops, manufactures, packages and sells chemicals used by other oilfield service companies in oil and gas well stimulation, cementing and production. o The Equipment Manufacturing segment designs, manufactures and rebuilds specialized cementing and stimulation equipment, including heavy vehicles used for pressure pumping, blending and bulk material transport. This segment also designs, constructs and manages automated bulk material handling and loading facilities for other oilfield service companies. o The Downhole Equipment segment manufactures and markets the Petrovalve line of downhole pump components and the Turbeco line of casing centralizers. The Company's reportable segments are strategic business units that offer different products and services. Each business segment requires different technology and marketing strategies and is managed independently. The accounting policies used in each of the segments are the same as those described in the significant accounting policies. The Company evaluates the performance of its operating segments based on operating income excluding goodwill amortization and unusual charges. Intersegment sales and transfers are not material. 16 FLOTEK INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 12 - Segment Information (Continued) The following table presents the revenues and operating income by business segment and on a comparable basis:
Three Months Ended Six Months Ended June 30, June 30, -------------------------------- ---------------------------------- 2002 2001 2002 2001 --------------- ---------------- ---------------- ---------------- Revenues: Specialty Chemicals.................. $ 1,597,409 $ 1,828,400 $ 2,900,339 $ 3,818,510 Equipment Manufacturing.............. 1,096,315 688,357 2,206,483 1,387,928 Downhole Equipment................... 686,570 - 1,933,055 - ----------- ----------- ----------- ----------- Consolidated....................... $ 3,380,294 $ 2,516,757 $ 7,039,877 $ 5,206,438 =========== =========== =========== =========== Income (loss) from operations: Specialty Chemicals.................. $ 142,228 $ 274,897 $ 260,732 $ 711,722 Equipment Manufacturing.............. (673,863) (390,558) (870,846) (940,804) Downhole Equipment................... (57,836) - 396,669 - Corporate and Other.................. (406,554) (197,614) (958,627) (341,922) ----------- ----------- ----------- ----------- Consolidated....................... $ (996,025) $ (313,275) $ 1,172,072 $ (571,004) =========== =========== =========== ===========
Note 13 - Subsequent Events (Unaudited) On July 25, 2002, the Company borrowed $500,000 under a promissory note from Oklahoma Facilities LLC ("Facilities"). An officer of the Company has a minority investment interest in and is an officer of Facilities. The note is secured by an account receivable from the Company's major customer in Venezuela. The note bears interest at 4.25% over prime with payments of interest only for the first three months and fixed payments of $8,045 per month thereafter. The note is due upon the collection of the account receivable, but in any event must be paid in full by August 1, 2003. Proceeds from the loan will be used to meet general corporate purposes. At June 30, 2002 the Company was not in compliance on its borrowing base requirements for its revolving lines of credit as detailed in Footnote 9 to the Consolidated Financial Statements due primarily to the over 90 day accounts receivable that are excluded from the eligible asset base in the borrowing base calculation. The majority, approximately $1,594,000 of the over 90 day accounts receivable relates to amounts due from a customer in Venezuela as further explained in Footnote 4 to the Consolidated Financial Statements. On August 8, 2002, the Lender for the revolving lines of credit, granted the Company a 90 day waiver from excluding the over 90 day accounts receivable in the borrowing base calculation. The wavier expires on October 1, 2002. With the wavier, the Company is in compliance with its revolving line credit agreements. 17 ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Business Overview Flotek was established in 1985 and is currently traded on the OTC Bulletin Board market. On October 31, 2001, the Company completed a Merger with Chemical & Equipment Specialties, Inc. ("CESI"). The Merger has been accounted for as a reverse acquisition using the purchase method of accounting. In the Merger, the shareholders of the acquired company, CESI, received the majority of the voting interests in the surviving consolidated company. Accordingly, CESI was deemed to be the acquiring company for financial reporting purposes and the historical financial statements of the Company are the historical financial statements of CESI. All of the assets and liabilities of Flotek were recorded at fair value on October 31, 2001, the date of the Merger, and the operations of Flotek have been reflected in the operations of the combined company only for periods subsequent to the date of the Merger. CESI was incorporated on June 27, 2000 to acquire businesses in the specialty chemical and equipment manufacturing segments of the oilfield service industry. It had no revenues or operations prior to the acquisitions of Esses, Inc., Plainsman Technology, Inc., Neal's Technology, Inc., and Padko International, Inc. in January 2001. It subsequently acquired Material Translogistics, Inc. in June 2001. These five companies are referred to collectively as the "CESI Acquired Businesses". The Company's product lines are divided into three segments within the oilfield service industry: o The Specialty Chemicals segment develops, manufactures, packages and sells chemicals used by other oilfield service companies in oil and gas well stimulation, cementing and production. o The Equipment Manufacturing segment designs, manufactures and rebuilds specialized cementing and stimulation equipment, including heavy vehicles used for pressure pumping, blending and bulk material transport. This segment also designs, constructs and manages automated bulk material handling and loading facilities for other oilfield service companies. o The Downhole Equipment segment manufactures and markets the Petrovalve line of downhole pump components and the Turbeco line of casing centralizers. All of the Company's businesses serve the oil and gas industry and are affected by changes in the worldwide demand for and price of oil and natural gas. The majority of our products are dependent on the level of exploration and development activity and the completion phase of oil and gas well drilling. Other products and services, such as our Petrovalve downhole pump products and certain of our specialty chemicals are more closely tied to the production of oil and gas and are less dependent on drilling activity. The oil and gas industry has been subject to significant volatility in recent years due to changes in the demand, supply and pricing of oil and natural gas. The U.S. rig count, as measured by Baker Hughes Incorporated, began 2001 at around 1,100 active rigs and reached a peak of almost 1,300 in July 2001. During the third quarter of 2001, the demand for oil and natural gas began to weaken in response to slowing growth in worldwide economies. This resulted in a slowdown in North American drilling rig activity, with a steady decline in the rig count during the second half of 2001 until it had reached a level of just under 900 active rigs at December 31, 2001. During the quarter ended June 30, 2002, the U.S. rig count decline stopped and has steadily increased from a low of 738 to 840 active rigs working at the end of the quarter. In addition, natural gas prices 18 and crude oil prices have maintained their stability in the second quarter compared to the first yielding approximately $3.40 per MCF and $27.00 per barrel, respectively at the end of the quarter. We anticipate that our business will benefit from these stable oil and gas commodity prices. Risk Factors The Company faces various business risks specific to its industry, product lines, financial resources and competitive position, as well as general economic and financial risks. The following risk factors, among others, may cause the Company's operating results and/or financial position to be adversely affected: o The Company is dependent on the oil and gas industry, and activity levels in the industry are volatile. o Oil and gas prices are volatile and have a direct impact on the spending levels of our customers. o The oilfield service industry is highly competitive and we must compete with many companies possessing greater financial resources and better established market positions. o The introduction of new products and technologies by competitors may adversely affect the demand for our products and services. o The Company's debt service obligations may limit our ability to fund operations and capital spending or provide for future growth. o The Company may not be able to successfully manage its growth. o Changes in political conditions, governmental regulations, economic and financial market conditions, unexpected litigation and other uncertainties may have an adverse effect on our operations. Results of Operations
Six months ended June 30, 2002 2001 ----------------- ---------------- Revenues........................................... $ 7,039,877 $5,206,438 Cost of revenues................................... 4,470,774 3,258,498 ---------- ---------- Gross margin.................................... 2,569,103 1,947,940 ---------- ---------- Gross margin %.................................. 36.5% 37.4% Selling, general and administrative................ 3,336,671 2,219,254 Depreciation and amortization...................... 318,854 294,326 Research and development........................... 85,650 5,364 ---------- ---------- Total expenses.................................. 3,741,175 2,518,944 ---------- ---------- Operating income (loss)......................... (1,172,072) (571,004) ---------- ---------- Operating income (loss) %....................... (16.6%) (11.0%) Interest expense................................... (276,415) (224,240) Interest income.................................... - 37,751 Other, net......................................... 1,110 44,100 ---------- ---------- Other income (expense), net.................... (275,305) (142,389) ---------- ---------- Pre-tax income (loss).......................... $(1,447,377) $ (713,393) ========== ==========
19 Total revenues increased by $1,833,439 or 35.2%, in the first six months of 2002 compared to the comparable period in 2001. As discussed in the segment analysis below, the Specialty Chemicals segment experienced a significant drop in revenues in 2002 compared to 2001, while the Equipment Specialties and Downhole Equipment segments had higher revenues in the first six months of 2002, although these increases resulted primarily from business combinations whose operations were not reflected in the first quarter of 2001. On an aggregate basis, the gross margin as a percentage of revenues decreased from 37.4% in 2001 to 36.5% in 2002. The gross margin is best analyzed on a segment by segment basis, discussed below, as the margin varies significantly between operating segments and can vary significantly from period to period in certain of our operating segments. Selling, general and administrative ("SG&A") costs represent the costs of selling, operations and overhead expenses not directly attributable to products sold or services rendered. The revenues from services are less than 10% of consolidated revenues and the direct costs of providing these services are included in cost of revenues. SG&A amounted to 47.4% of revenues in 2002, an increase of 4.8% of revenues from the level of 42.6% in 2001. The costs of administration increased as a result of the merger and the increased size and complexity of the Company. Also, administration costs increased in the second quarter of 2002 due to activities associated with the stock settlement as explained in Note 3 to the Consolidated Financial Statements. Interest expense increased approximately $52,000 in the first half of 2002 compared to same period in 2001. The average amount of outstanding debt under the Company's credit agreements was higher in 2002 as a result of the financing of capital expenditures and increased working capital needs during the year. In addition, payments associated with the long-term capital lease mentioned in footnote 8 to the Consolidated Financial Statements started in the second quarter of 2002. The majority of the Company's indebtedness carries a variable interest rate tied to the prime rate and is adjusted on a quarterly basis. As more fully discussed in Note 7 to the Consolidated Financial Statements, the Company completed in the third quarter of 2002, its initial assessment, with the assistance of a third-party appraiser, of goodwill impairment as required under SFAS No. 142. There was approximately $1.3 million of goodwill attributable to the Equipment Manufacturing segment, of which we have identified two reporting units, Equipment Specialties and MTI. Our test concluded that all of the goodwill attributable to Equipment Specialties, totaling $452,745, was impaired. Consequently, we have recognized this impairment loss as of the first interim period, which was March 31, 2002. Out test concluded that no impairment loss existed for the MTI reporting unit. Results by Segment Specialty Chemicals
Three Months Ended Six Months Ended June 30, June 30, -------------------------- --------------------------- 2002 2001 2002 2001 ------------ ------------- ------------ ------------ Revenues................................ $ 1,597,409 $ 1,828,400 $ 2,900,339 $ 3,818,510 Gross margin............................ $ 671,467 $ 689,672 $ 1,185,811 $ 1,698,832 Gross margin percentage............. 42.0% 37.7% 40.9% 44.5% Operating income........................ $ 142,228 $ 274,897 $ 260,732 $ 711,722 Operating margin percentage......... 8.9% 15.0% 9.0% 18.6%
20 Specialty Chemical revenues decreased $918,000, or 24%, in the first six months of 2002 compared to the same period in 2001. Sales in this segment are heavily dependent on drilling activity and the decrease in revenue is primarily attributable to sharply lower drilling activity in the first half of 2002 compared to 2001. Average product pricing levels in this segment declined as lower demand caused our pricing to come under pressure. The gross margin in this segment also declined from 44.5% for the first six months of 2001 to 40.9% in the same comparable period for 2002. In certain cases, in trying to maintain sales levels and market share, we sold our products at a lower gross margin. The combination of lower revenues and lower gross margins had a significant adverse effect on our operating margin and overall levels of operating income. Operating income fell $451,000, or 63%, in the first six months of 2002 compared to the same period in 2001, primarily as a result of lower revenues and gross margins. We took actions to reduce selling, general and administrative expenses in this segment to keep these costs in line with the reduced revenue levels. However, these costs could not be reduced at the same rate as revenue resulting in a significant decrease in operating income margin percentage in this segment from 18.6% in 2001 to 9.0% in 2002. Operating results for the second quarter of 2002 compared to the same period in 2001 were lower for much of the same reasons as mentioned above regarding the first six months of 2002. Gross margins improved between periods by 4.3% from 37.7% in 2001 to 42.0% in 2002 primarily due to changes in product mix. Equipment Manufacturing
Three Months Ended Six Months Ended June 30, June 30, -------------------------------- ---------------------------------- 2002 2001 2002 2001 --------------- --------------- --------------- ----------------- Revenues................................ $ 1,096,315 $ 688,357 $ 2,206,483 $ 1,387,928 Gross margin............................ $ 11,749 $ 125,772 $ 294,743 $ 249,108 Gross margin percentage............. 1.1% 18.3% 13.4% 17.9% Operating income........................ $ (673,863) $ (390,558) $ (870,846) $ (940,804) Operating margin percentage......... (61.5%) (56.7%) (39.5%) (67.8%)
Equipment Manufacturing revenues increased $819,000, or 59.0%, in the first six months of 2002 over 2001 levels. This increase primarily resulted from the addition of Material Translogistics, Inc. ("MTI"), a company that was acquired on June 29, 2001. Under purchase accounting, MTI's results of operations are included only for periods subsequent to the acquisition; therefore it is not reflected in the results for the 2001 period. During the first six months of 2002, MTI had revenues of $1,076,000 and positive operating income of $48,000. We continued to experience poor results in our Equipment Specialties operations (formerly Neal's Technology, Inc.), although we initiated substantial cost reduction measures during the first quarter of 2002. The gross margin percentage for the first six months decreased from 17.9% in 2001 to 13.4% in 2002, primarily as a result of poor results in the second quarter of 2002. Our loss increased 21 significantly in the second quarter of 2002 as we experienced cost overruns completing two large jobs and also incurred additional costs to repair units which had been completed in 2001. Subsequent to the Merger, the Company replaced the management of this segment and focused significant efforts and financial resources on improving the performance of this segment, including the implementation of improved operating procedures, better accounting controls and proper documentation of work processes. The Company also initiated cost reduction measures in response to lower revenue levels and reduced sales expectations. While significant improvements have been made, this segment continued to operate at a loss. We faced a difficult market outlook for the equipment manufacturing operations in this segment during the first half of the year. Requests for bids and orders for new manufactured equipment slowed significantly. We have recently seen an increase in bidding activity and have secured some new orders for the second half of the year. Management is continuing to solicit new orders. While the outlook for increased revenues has improved in recent months, the Company cannot give assurance that it will not continue to experience losses in its equipment manufacturing operations. The outlook for MTI's operations within this segment, consisting of the design, construction and management of bulk material handling and loading facilities, is much more positive. Based on the current work in progress and outstanding bids in response to requests for quotations, management believes that the revenues and operating margin attributable to these operations will continue to increase over the remainder of 2002. However, there can be no assurance that the Equipment Manufacturing segment as a whole will be profitable. As more fully discussed in Note 7 of the Notes to Consolidated Financial Statements, there is approximately $1.3 million of net goodwill attributable to this segment, all or some portion of which may be subject to an impairment charge based on new accounting requirements which must be implemented by the end of 2002. As more fully discussed in Note 7 to the Consolidated Financial Statements, the Company completed in the third quarter of 2002, its initial assessment, with the assistance of a third-party appraiser, of goodwill impairment as required under SFAS No. 142. There was approximately $1.3 million of goodwill attributable to the Equipment Manufacturing segment, of which we have identified two reporting units, Equipment Specialties and MTI. Our test concluded that all of the goodwill attributable to Equipment Specialties, totaling $452,745, was impaired. Consequently, we have recognized this impairment loss as of the first interim period, which was March 31, 2002. Out test concluded that no impairment loss existed for the MTI reporting unit. Downhole Equipment
Three Months Ended Six Months Ended June 30, June 30, ------------------------------- ----------------------------- 2002 2001 2002 2001 -------------- --------------- ------------- -------------- Revenues................................ $ 686,570 $ - $ 1,933,055 $ - Gross margin............................ $ 325,117 $ - $ 1,088,549 $ - Gross margin percentage............. 47.4% - 56.3% - Operating income........................ $ (57,836) $ - $ 396,669 $ - Operating margin percentage......... (8.4%) - 20.5% -
The Downhole Equipment segment became part of the consolidated group after the Merger became effective on October 31, 2001. These operations, which consist of manufacturing and marketing the Petrovalve line of downhole pump components and the Turbeco line of casing centralizers, were the original operations of Flotek Industries, Inc. prior to the Merger. Since the 22 merger was recorded for accounting purposes as a reverse merger, the results of operations of this segment were included in the consolidated results of operations only for periods subsequent to the Merger and are not reflected in the first half of 2001. Our Petrovalve sales, totaling $1,429,000 in the first half of 2002, were almost exclusively to one customer in Venezuela. As more fully discussed in Note 4 of the Notes to Consolidated Financial Statements and the Capital Resources and Liquidity section, below, this customer has not paid for these goods within the customary payment terms. These sales carry a high gross margin and are significantly profitable to this segment. Sales of the Turbeco line of casing centralizers, which constitute the balance of the revenues in this segment, are very dependent on the level of drilling activity and have suffered from lower demand. We have recently seen signs of improvement in this line of business and are positive about the outlook for the balance of the year. Capital Resources and Liquidity In the first six months of 2002, the Company sustained a net loss of $1,447,377 and had negative cash flow from operations of $1,665,000. These losses resulted primarily from the poor operating results in the Equipment Manufacturing segment, although the losses were reduced from the levels in 2001 for this segment. As discussed above, management has taken and will continue to take appropriate steps to improve performance and attempt to limit the losses in this segment. The negative cash flow resulted primarily from the operating loss mentioned above and from delays in collecting accounts receivable from sales to a Venezuelan customer, as discussed below. As of June 30, 2002, net working capital was negative approximately $783,000, resulting in a current ratio of .89 to 1. Inventories have decreased significantly, approximately $992,000, during the first six months of 2002 primarily due to completion of manufactured equipment projects. As disclosed in Note 4 of the Notes to Consolidated Financial Statements, at June 30, 2002, the Company had approximately $2,032,000 of accounts receivable from a customer in Venezuela, of which $1,403,000 arose from goods shipped in the first half of 2002 and $629,000 was recorded prior to December 31, 2001. As a result of political instability and work disruptions in the country, these amounts have not been paid within the customary payment terms for this customer. The ultimate customer for these goods is PDVSA, the national oil company of Venezuela. Our customer holds a contract to deliver over $5 million of our proprietary products to PDVSA during the next three years. However, PDVSA has delayed acceptance of the majority of the goods shipped until its field operations return to higher activity levels. Our customer is unable to pay for the goods until payment has been received from PDVSA. In the second quarter of 2002 we were informed by PDVSA that field operations would return to higher levels of activity and that acceptance of goods shipped would begin. We received a $200,000 payment in the second quarter, $150,000 in July and product receipts by PDVSA are continuing into the third quarter. We fully expect to collect the entire outstanding balance and have not provided a reserve for doubtful accounts associated with this balance. The delay in collecting this accounts receivable balance has had a significant adverse effect on the cash flow of the Company. Additionally, all invoice amounts which are greater than 90 days old cannot be included in the borrowing base under our lines of credit. During the first quarter of 2002, the Company entered into a sale and leaseback transaction regarding its Equipment Manufacturing facility in Duncan, Oklahoma. This transaction resulted in net cash proceeds to the Company of $761,000. The Company simultaneously entered into an agreement to lease back the facility over ten years. This transaction has been recorded as a capital lease. 23 The Company has borrowed $2.58 million in the first six months of 2002 under its line of credit arrangements, including a new $1.6 million line of credit which was executed in January of 2002. In addition, our primary lending bank has extended a $1.4 million line of credit until May 29, 2003. We also made total debt service payments of approximately $608,000 during the first six months of this year. The company has estimated minimum debt service obligations in 2002 of $1.8 million. This amount includes the minimum principal and interest payments on the new credit agreements mentioned above and in Note 13 of the Consolidated Financial Statements and the capital lease obligation incurred during the first quarter of 2002. Capital expenditures in the first six months of 2002 were $1,197,000. The majority of these capital expenditures relate to a bulk material transload facility which the Company is constructing in Raceland, Louisiana and a paint shop for Equipment Specialties in Duncan, Oklahoma. With the exception of the capital expenditures required to complete the construction of the Raceland transload facility, the Company does not at this time expect to have any major requirements for capital expenditures in the remainder of 2002. The Company believes its operations are capable of generating sufficient cash flow to meet its debt service obligations. However, we face a challenging near-term industry environment and there are many factors involved in executing our business strategy which are beyond our control. In particular, it is critical that we continue to successfully collect amounts due from our Venezuelan customer. In the event we are unable to collect the remaining amounts due in the near future or if we are unable to successfully limit our losses in the Equipment Manufacturing segment, the Company may be forced to seek additional equity or debt financing to meet working capital needs. There can be no assurance that the Company would be able to secure such financing on terms which would be acceptable to it. Accordingly, investors are advised that the Company faces significant financial risks in the next year as we attempt to meet these challenges. Forward Looking Statements Except for the historical information contained herein, the discussion in this Form 10-QSB includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The words "anticipate," "believe," "expect," "plan," "intend," "project," "forecast," "could" and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical facts included in this Form 10-QSB regarding the Company's financial position, business strategy, budgets and plans and objectives of management for future operations are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from those in the forward-looking statements for various reasons including the effect of competition, the level of petroleum industry exploration and production expenditures, world economic conditions, prices of, and the demand for crude oil and natural gas, weather, the legislative environment in the United States and other countries, adverse changes in the capital and equity markets, and other risk factors identified herein. 24 Item 4 - Controls and Procedures The Company's Chief Executive Officer and Chief Financial Officer (collectively, the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures for the Company. Such officers have concluded (based upon their evaluation of these controls and procedures as of a date within 90 days of the filing of this report) that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in this report is accumulated and communicated to the Company's management, including its principal executive officers as appropriate, to allow timely decisions regarding required disclosure. The Certifying Officers also have indicated that there were no significant changes in the Company's internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, however, there are corrective actions required with respect to significant deficiencies and material weaknesses in internal controls as follows: Weakness Solution ------------------------------------------------------------------------------- 1. A contingency plan has not been developed Develop a backup plan by for alternative processing of data in the March 31, 2003 event of loss or interruption of the IT server(s) 2. Off premises storage is not maintained for Identify applications and applications and related documentation related documentation that need to be stored off-site and move to off-site storage by March 31, 2003 3. Annual property plant and equipment (PP&E) Complete annual physical inventories have not been taken inventory of PP&E by December 31, 2002 4. Physical controls of Equipment Specialties Move inventory to a secure inventory need improvement site by December 31, 2002 25 PART II - OTHER INFORMATION Item 1 - Legal Proceedings On May 1, 2002, Milam Tool Company and the Estate of Jack J. Milam filed a complaint against Flotek Industries, Inc., Turbeco, Inc., and Jerry D. Dumas, Sr., individually, in the United States District Court for the Southern District of Texas, Houston Division. The complaint asserts that the sale of TURBO-LOK turbulators, which are part of the Company's Downhole Equipment segment, violates an agreement among the parties and infringes a United States patent controlled by the plaintiffs. Plaintiffs seek injunctive relief and unspecified damages. The Company has answered the complaint. At a Scheduling Conference on July 3, the court deferred discovery on issues related to damage allegations and entered a scheduling order governing the consideration of liability issues. The court did not set a trial date, but did schedule a hearing on May 16, 2003 to consider construction of the claims of the Milam patent. The Company strongly denies the assertions in the complaint and intends to vigorously contest this matter. On May 14, 2002, the Company filed suit against Casetech International, Larry Carroll, Wallace Robertson and Mark G. Verret ("Defendants") in the 270th Judicial District Court of Harris County, Texas. The Petition asserts that the Defendants converted the Company's trade secrets and confidential information, usurped corporate opportunity away from the Company, defamed the Company and breached certain fiduciary duties owed to the Company. On July 18, 2002, the Court entered a Docket Order setting the case for trial for the two-week term of Court beginning April 7, 2003. Very little discovery has taken place; however, it is anticipated that depositions will begin within the next 60 days. The Company intends to vigorously prosecute the claims and causes of action asserted in this matter. Item 2 - Changes in Securities and Use of Proceeds In January 2002, the Company issued 26,116 shares of common stock to the former shareholders of Material Translogistics, Inc., which were issued in accordance with the terms of the original acquisition agreement. In February 2002, the Company issued 34,000 shares of common stock in connection with the acquisition of IBS 2000, Inc. Additional disclosure related to the issuance of these shares is included in Note 2 of the Notes to Consolidated Financial Statements. The foregoing issuances of common stock were made in reliance upon the exemption from registration set forth in Section 4(2) of the Securities Act of 1933 for transactions not involving a public offering. No underwriters were engaged in connection with the foregoing sales of securities. The sales were made without general solicitation or advertising. Each purchaser was an "accredited investor" or a sophisticated investor with access to all relevant information necessary to evaluate the investment who represented to the Company that the sales were being acquired for investment. Item 3 - Defaults Upon Senior Securities None. Item 4 - Submission of Matters to a Vote of Security Holders None. Item 5 - Other Information None. 26 Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Description of Exhibit ------ ---------------------- 10.1 Promissory Note, Loan Agreement and Security Agreement dated January 7, 2002 by and between Legacy Bank and Flotek Industries, Inc. For document description, see Flotek Industries, Inc. Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2002, as filed on August 14, 2002. 10.2 Promissory Note, Loan Agreement and Security Agreement dated January 4, 2002 by and between Legacy Bank and Flotek Industries, Inc. For document description, see Flotek Industries, Inc. Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2002, as filed on August 14, 2002. 10.3 Promissory Note and Collateral Assignment Agreement dated July 25, 2002 by and between Oklahoma Facilities, LLC and Flotek Industries, Inc. For document description, see Flotek Industries, Inc. Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2002, as filed on August 14, 2002. 99.1 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2002. This form 8-K reported the redistribution of shares, as announced by Flotek Industries, Inc. (the "Company") on May 21, 2002, resulting from the merger of the Company and Chemical & Equipment Specialties, Inc. ("CESI") on October 31, 2001 (the "Merger"). As a result of accounting issues, certain former shareholders of CESI agreed to surrender 180,000 of the common shares which were received by them pursuant to the Merger. This redistribution of the shares received in the Merger resulted from an adjustment to the results of operations of Neal's Technology, Inc., a subsidiary of CESI, in the financial statements of CESI for the six month period ended June 30, 2001, to reflect an improper application of the percentage of completion accounting method. No financial statements were filed in connection with this report. SIGNATURE In accordance with the requirements 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. FLOTEK INDUSTRIES, INC. Date: February 3, 2003 /s/ Jerry D. Dumas, Sr. ---------------------------------------- Jerry D. Dumas, Sr. Chairman and Chief Executive Officer 27 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Flotek Industries, Inc. on Form 10-QSB/A-1 for the quarter ended June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof, I, Jerry D. Dumas, Sr., the Chief Executive Officer of the Company, certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, that: 1. I have reviewed this quarterly report on Form 10-QSB/A-1 of Flotek Industries, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a. designed such disclosure controls and procedures 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 quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 3, 2003 /s/ Jerry D. Dumas, Sr. ------------------------------------------ Jerry D. Dumas, Sr. Chief Executive Officer 28 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Flotek Industries, Inc. on Form 10-QSB/A-1 for the quarter ended June 30, 2002, as filed with the Securities and Exchange Commission on the date hereof, I, Mark D. Kehnemund, the Chief Financial Officer of the Company, certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, that: 1. I have reviewed this quarterly report on Form 10-QSB/A-1 of Flotek Industries, Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a. designed such disclosure controls and procedures 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 quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: February 3, 2003 /s/ Mark D. Kehnemund ------------------------------------------- Mark D. Kehnemund Sr. Vice President & Chief Financial Officer 29