8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 11, 2011

Flotek Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13270	90-0023731
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2930 W. Sam Houston Pkwy N., Suite 300 Houston, Texas		77043
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (713) 849-9911

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On April 11, 2011, Flotek Industries, Inc. (the “Company”) issued a press release providing a financial and operating update for the quarter ended March 31, 2011. The April 11, 2011 press release is furnished herewith as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

The Company will present at the Independent Petroleum Association of America conference at 2:50 p.m. on April 11, 2011, and a copy of the presentation is furnished as Exhibit 99.2 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated April 11, 2011.
99.2	Slide presentation for April 11, 2011 presentation.

SIGNATURES

Pursuant to 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 hereunto duly authorized.

	FLOTEK INDUSTRIES, INC.
Date: April 11, 2011	/s/    JESSE E. NEYMAN
	Jesse E. Neyman
	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated April 11, 2011.
99.2	Slide presentation for April 11, 2011 presentation.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT: Investor Relations

(713) 849-9911

IR@flotekind.com

Flotek Industries Announces First Quarter Earnings Conference Call, Details on

Independent Petroleum Association of America Investor Presentation, First Quarter

Operational Highlights

• Flotek sets first quarter 2011 earnings conference call time and date

• Flotek provides update on first quarter financial position, operations and balance sheet, announces March 31, 2011 cash balance of approximately $19 million

• John Chisholm to present at IPAA Investment Conference on Monday, April 11, 2011

HOUSTON, April 11/PRNewswire-FirstCall/ — Flotek Industries, Inc. (“Flotek” or the “Company”) (NYSE: FTK) will host a conference call on Thursday, May 12, 2011 at 7:30 a.m. Central Time to discuss its operating results for the quarter ended March 31, 2011. Flotek intends to provide dial-in information through a press release on May 11, 2011.

Flotek plans to file its 10-Q after the market close on May 11, 2011. In addition, the Company will provide additional details regarding operating results in a press release after the market close on May 11, 2011.

Financial and Operational Update

Continued increases in North American drilling and completion activity as well as continued gains in market share, especially Flotek’s specialty chemicals and drilling tools technologies, are expected to provide improved operating results for the first quarter of 2011. Improved results are also a product of Flotek’s continued focus on new international initiatives, new production applications – especially in the Company’s chemical technologies – and its improved sales and marketing culture.

Although financial results for the first quarter of 2011 have not been finalized, the Company expects revenues for the quarter to exceed $50 million. As noted in the Company’s year-end release, the Company posted approximately $16 million in revenue in both January and February.

Both the chemical and drilling products segments posted solid revenue growth. However, as expected, seasonal pressures – both weather challenges and environmental restrictions – impacted revenues in the Company’s artificial lift segment.

“Considering weather challenges, early-January holiday impacts and a short February sales month, I am proud of Flotek’s accomplishments in the first quarter,” said John Chisholm, Flotek Chairman and President. “The first quarter represents one of Flotek’s strongest quarters of revenue in some time. While something to both acknowledge and be proud of, it also means the bar is set that much higher in future quarters. While understanding we work in a cyclical business that will not always show consistent quarter-over-quarter growth, the Flotek team is focused on continuing to build a world-class company that optimizes the ability to achieve superior returns throughout the business cycle.”

Margins in the first quarter were modestly impacted by an increase in input costs in the Company’s chemical division, costs that should be offset by anticipated price increases to be implemented during the second quarter.

The Company continues to improve its balance sheet. During the quarter, Flotek reduced its Senior Credit Facility by approximately $1.8 million and also paid the semi-annual interest on its convertible notes of approximately $2.9 million. As of March 31, 2011 Flotek’s cash balance was approximately $19.0 million. In addition, the Company’s receivables balance as of March 31, 2011 was approximately $31.1 million.

Warrant exercises provided approximately $4.0 million of additional cash in the first quarter. As of March 31, 2011, the Company had approximately 44.4 million shares outstanding. In addition, approximately 2.5 million warrants remain outstanding issued in conjunction with the August, 2009 preferred unit offering.

During the quarter, Flotek also exercised its right to mandatorily convert preferred stock issued in August, 2009 into shares of Flotek common stock. As a result, the Company issued approximately 4.4 million shares of Flotek common stock to holders of the preferred shares.

“While we are pleased with our progress at Flotek, we are also cognizant that expectations are greater, scrutiny is increased and we must work even smarter to keep the trust and support of our stakeholders and continue to build value throughout 2011,” added Chisholm. “While we will continue to focus on growing revenues, we are also acutely focused on the profitability of revenues and our ability to grow without incurring unnecessary costs.”

As noted, the Company’s chemical and downhole tool divisions provided revenue growth in the quarter while artificial lift revenues were modestly lower than in the fourth quarter, a result of weather delays and environmental impacts.

In the chemicals segment, horizontal drilling activity continues to provide opportunities for Flotek’s complex nano-fluid micro-emulsifiers. In addition, Flotek continues to execute on its strategy to expand its product offerings to reach liquids opportunities, specifically in the Eagle Ford and Niobrara plays. The Company is also developing a series of value-added chemistries to address enhanced oil recovery opportunities.

Flotek continues to build on its reputation as a leader in environmentally friendly oilfield chemistries at a time when increased scrutiny is demanding environmentally-conscious approaches to downhole chemicals. Flotek, which applied for its first patent related to its micro-emulsion chemistry in 2003, continues to work closely with pressure pumping companies and exploration clients to develop chemistry solutions for new drilling and completion technologies that exceed more stringent environmental standards. Flotek’s major pressure pumping and exploration customers continue to rate the Company among the top oilfield environmental stewards.

Flotek’s chemical technologies continue to make steady progress in penetrating international markets. The Company is building on its initial successes in Turkey, Poland and France, continuing to work with its original customers to expand these programs. In addition, the recently announced agreement with Basin Supply is already beginning to provide benefits as the Company is currently bidding two major chemical tenders and providing advanced information on Teledrift capabilities to customers introduced to the Company by Basin. While it is too early to determine whether these particular customers will result in meaningful revenues for Flotek, the Company would not have been aware of the prospects without its relationship with Basin.

Flotek’s drilling products segment continues to benefit from an increase in drilling activity in key domestic basins. The Company has been especially pleased with growth in drilling motor demand, including in liquids rich plays. In addition, the Company is aggressively marketing in newer plays such as the Eagle Ford with encouraging signs of success.

Teledrift continues to gain market share domestically as the Company has retooled its marketing efforts. Among the most exciting opportunities continues to be the Permian Basin where the Company continues to gain market share and improve performance.

“The first quarter is typically among the weakest of the year and, in most years, down from fourth quarter results,” added Chisholm. “It is testament to the hard work and effort of the Flotek team that the first quarter of 2011 bucked that trend and, in fact, was among the top five quarters,

in terms of revenue, in the history of the Company. We hope to build on a strong first quarter and continue to post results of which our stakeholders and members of the Flotek team can be proud.”

Presentation at Independent Petroleum Association of America Oil & Gas Symposium

As previously announced, Flotek will make a presentation at the Independent Petroleum Association of America (IPAA) New York Oil and Gas Investment Symposium in New York City on Monday, April 11, 2011. John Chisholm, Chairman and President of Flotek, will present to conference attendees beginning at 2:50 p.m. EDT.

A webcast of Flotek’s IPAA presentation can be accessed at http://www.corporate-ir.net/ireye/conflobby.zhtml?ticker=FTK&item_id=3848702 or by visiting the Company website at http://www.flotekind.com and accessing the Investor Relations section. The presentation will be webcast live beginning at 2:50 p.m. EDT on Monday, April 11, 2011. The presentation slides will be available on the Flotek website coincident with the conference presentation. A replay of the webcast will be available following the presentation on the Flotek website.

About Flotek Industries, Inc.

Flotek is a global developer and distributor of a portfolio of innovative oilfield technologies, including specialty chemicals and down-hole drilling and production equipment. It serves major and independent companies in the domestic and international oilfield service industry. Flotek Industries, Inc. is a publicly traded company headquartered in Houston, Texas, and its common shares are traded on the New York Stock Exchange under the ticker symbol “FTK.”

For additional information, please visit Flotek’s web site at www.flotekind.com.

Forward-Looking Statements:

Certain statements set forth in this Press Release constitute forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934) regarding Flotek Industries, Inc.’s business, financial condition, results of operations and prospects. Words such as expects, anticipates, intends, plans, believes, seeks, estimates and similar expressions or variations of such words are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this Press Release.

Although forward-looking statements in this Press Release reflect the good faith judgment of management, such statements can only be based on facts and factors currently known to

management. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, demand for oil and natural gas drilling services in the areas and markets in which the Company operates, competition, obsolescence of products and services, the Company’s ability to obtain financing to support its operations, environmental and other casualty risks, and the impact of government regulation. Further information about the risks and uncertainties that may impact the Company are set forth in the Company’s most recent filings on Form 10-K (including without limitation in the “Risk Factors” Section), and in the Company’s other SEC filings and publicly available documents. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Press Release. The Company undertakes no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Press Release.

EX-99.2

Exhibit 99.2

Disclaimer: Forward Looking Statements

Certain statements and information included in this presentation

constitute “forward–looking statements”

within the meaning of the

Private Securities Litigation Reform Act of 1995.  These statements

are based on certain assumptions and analyses made by the

Company’s management in light of its experience and its perception

of historical trends, current conditions, expected future developments

and other factors it believes are appropriate under the circumstances.

These statements involve known and unknown risks and

uncertainties, some of which are outlined in the Company’s most

recent 10-K and subsequent 10-Qs, which may cause the actual

performance of Flotek to be materially different from any future

results expressed or implied in this presentation and the forward-

looking statements.  Flotek undertakes no obligation to update any of

its forward-looking statements for any reason.

Presentation

to

the

Independent

Petroleum

Association

of

America

New

York

Oil

&

Gas

Investment Symposium

April 11, 2011

John Chisholm, Chairman and President

©

2011, Flotek Industries. All Rights Reserved

1

Flotek Today

•Overview & Business Strategy

•2010 Preliminary Highlights and Accomplishments

•Flotek’s Technology Portfolio& Business Drivers

•Chemical Technologies and Related Logistics Services

•Drilling Technologies

•Artificial Lift Technologies

•Financial Overview

•2011 Objectives

•Conclusions

2

•

Houston-based oilfield services company with focus on value-

added drilling, completion and production products.

•

Chemical

Technologies

and

Related

Logistics

Services

add

value in the drilling, completion and production stages of oil and gas

wells.

•

Drilling Technologies

provide solutions during the drilling stage of

oil and gas wells from motors and actuated tools to our best-in-class

Teledrift technologies.

•

Artificial

Lift

Technologies

address

a

number

of

production

challenges for oil and gas companies.

Our diverse mix of products and services touch every stage of the life

cycle of a well.  And, while each technology requires unique technical

expertise, all of our technologies share a commitment to our vision to

provide best-in-class technology, cutting-edge innovation to address

the ever-changing challenges of our customers and exceptional 

customer service.

3

Flotek’s Technology Portfolio

•

Core Competencies

•Our

chemical

technologies

focus

on

developing,

manufacturing

and

distributing

a

wide

array of specialty chemicals used in both the primary and secondary efforts.

•Our unique and patented chemistries are used in cementing, stimulation,

acidizing, drilling and production.

•Also provide logistics technologies which manage automated handling, loading

facilities and blending capabilities for energy services companies.

•Key Product: Patented, Best-in-class Complex Nano-Fluids (microemulsifiers)

that are environmentally friendly and used to meaningfully increase production

and well integrity in unconventional tight gas and oil formations

•

Key Business Drivers

•Continued trend toward unconventional resource plays in North America.

•International

growth

in

unconventional

resource

plays

–

Flotek

chemicals

involved

in

recent activity in Poland, Turkey & Paris Basin.

•New product innovations, including focus on liquids, enhanced recovery and

basin-specific solutions.

•Marketing penetration to service companies and ultimate beneficiaries with better

understanding of positive economic impact of Flotek proprietary chemicals. 

•Environmental

sensitivity

benefits

Flotek

–

First

patent

focused

on

“environmentally friendly”

chemistry filed in 2003.

4

Chemical Technologies & Logistics Services

•

Core Competencies

•Focused on designing, manufacturing and distributing a diverse inventory of

downhole drilling equipment with applications in oil and gas drilling as well as

mining, water and industrial drilling applications.

•Flotek

Rental

Tools

on

>

25%

of

all

rigs

in

the

United

States, from “commodity”

tools to “specialty”

tools and equipment such as drilling motors, jars and

stabilizers. 2010 was focused on increasing penetration and stabilizing pricing.

2011 focus on increased service density per well and continued growth in overall

market share.

•Key Product: Teledrift Measurement While Drilling (MWD) tool. A leading choice

of drillers needing accurate, uninterrupted drilling measurements in vertical

section of all wells.

•

Key Business Drivers

•Downhole

tool

growth

in

key

regions

including

Oklahoma

and

Eagle

Ford

•Improvement

in

market

share

and

pricing

in

drilling

motors

–

focus on key

regions including Barnett, Bakken, Haynesville & Eagle Ford.

•Teledrift is important focus: Continued growth in domestic markets. Pricing

strength in Permian Basin.

•International growth in Teledrift is key. Focus on Saudi Arabia and Middle East,

Central & South America, Russian Federation.

5

Drilling Technologies

•

Core Competencies

•Focused

on

assembling,

distributing,

installing,

and

servicing

a

broad

spectrum

of

pumping

system

components

including

electrical

submersible

pumps

(ESPs),

gas separators and other services that largely support coal bed methane (CBM)

production, primarily in Powder River Basin.

•In addition, our Petrovalve patented production valve and components is used by

a plethora of international oil and gas producers in downhole production

assemblies.

•

Key Business Drivers

•Key customer relationships in Powder River CBM. Flotek improved key customer

relationships in 2010. (One key customer increased revenue from $42,000 in

2Q2010 to $1.4 million in 3Q2010 which should be sustainable).

•Work

to

find

new

markets

for

niche

CBM

product

applications.

Gas

price

and

regulatory considerations will drive opportunities.

•Petrovalve

is

wildcard.

Orders

are

“lumpy”

but

margins

are

superior

in

international markets.

6

Artificial Lift Technologies

•

Financial Highlights

•

$147 million in revenue for year

•

$47.5 million in revenue for 4Q2010. Consistent sequential

growth in revenue in each calendar quarter

•

Managed and grew cash position of Company. Year-end cash

of ~$19 million. (Cash balance as of 3Q2009 was ~$600,000)

•

Renegotiated Senior Credit Facility and portion of convertible

debt in March, 2010 to provide needed stability of lenders and

additional capital.

•Reduced Senior Credit Facility by 13% in 2010; Expect

additional reductions by end of 1Q2011.

•Self-funded operations and capital needs in 2010.

7

2010 Highlights

•

Strengthened leadership team with the Addition of Johnna

Kokenge as Chief Accounting Officer

•More timely and accurate reporting, both internal and external

•Focus on information management systems

•Improved efficiency and accounting support for all Flotek

operations

•

Strengthened

Board

of

Directors

by

adding

key

Board

Members:

Bud McGuire (petroleum engineer with global exposure); Mel Cooper

(CFO of Forbes Energy)

•

Refocused sales efforts

by (a) Focusing on both key customers

as well as ultimate beneficiaries of Flotek products; (b) Focusing on

selling “all of Flotek”

rather than individual products; and (c)

Refocusing from sales agents to internal operations.

8

2010 Highlights

•

Revenue > $50 million in first quarter.

•

Strength in Chemical and Drilling Products segments.

•

Growth in Complex Nano-Fluid microemulsions with

focus on key unconventional plays.

•

Expansion of chemistry applications to liquids in both

primary and enhanced recovery.

•

Teledrift and motors continue to lead the way for

drilling products division.

•

International opportunities beginning to have impact.

•

Weather delays and environmental restrictions had impact

on Artificial Lift activity.

•

Recovery likely but early second quarter typically

provides similar challenges.

•

Scheduled to report results on May 11, 2011; conference

call on May 12, 2011.

9

First Quarter, 2011 Preliminary Highlights

Outstanding Debt (in millions)

•Senior Secured Debt Due 11/2012

$  31.8

•Secured (Second Lien) Convertible Notes*

$  36.0

•Convertible Subordinate Debt*

$  75.0

Total Outstanding Debt

$ 142.8

Equity Recap

•Shares Outstanding 3/31/2011

44.4

•Other Potential Issuance (Warrants, Options)

5.0

Total Potential Fully Diluted Common

49.0

Cash as of 3/31/2011

~$  19.0

*Debt matures in 2/2028; Put/Call Option 2/2013.

Data as of March 31, 2010 except as noted

10

Select Balance Sheet Data (unaudited)

•

Conversion

of

Preferred

Equity

to

Common

Equity

(Completed

2/2011)

•

Continue to Focus on Balance Sheet Improvement

•Consider options for outstanding convertible debt. Toolbox is more

robust than it was a year ago.

•Consider options for more conventional senior-level financing.

•Analyze options for growing cash balances

•

Continue Improvement in Measurement & Reporting

•Implement new accounting and inventory management systems

•Create more dynamic corporate-to-field information sharing

•Focus on relative profitability based on productivity

•

Continuous Improvement in Efficiency and Service from Leadership

Team

11

2011 Financial Objectives & Action Plan

2011Objectives

Lead

•Lead in innovation, responsiveness and service quality for our customers in

each of our key business units.

•Senior leadership leads by example, setting the tone and course of success

for our front-line team members.

•Lead our industry in performance and returns for our stakeholders.

Support

•Support our customers by anticipating their needs, developing new products

and innovative ways to provide “best-in-class”

service.

•Support the Flotek team by anticipating their needs, providing the tools for

success and listening to every suggestion on how to improve our operations,

culture and results.

Accelerate

•Accelerate Innovation

•Accelerate Efficiency and Teamwork

•Accelerate Growth and Stakeholder Returns

12

Flotek’s Technology Portfolio

13

IR@flotekind.com