Business Context and Reporting Period
Company: Flotek Industries, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 3, 2011
Reporting Period: The filing references an operational and financial update for the quarter ended December 31, 2010, and the full 2010 fiscal year, though specific financial figures are not detailed in this text.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. It references a press release (Exhibit 99.1) that discloses estimated minimum revenues for the quarter ended December 31, 2010, and mentions certain accounting adjustments, but the specific amounts are not contained within this document.
Material Changes and Corporate Actions
- Preferred Stock Conversion: Flotek exercised its right to convert all outstanding shares of Series A Cumulative Convertible Preferred Stock into Common Stock.
- Conversion Trigger: The conversion was triggered because the Common Stock closing price was at or above 150% of the conversion price ($3.45) for 15 of the prior 30 consecutive trading days, and all accumulated dividends were paid.
- Conversion Rate: Effective February 4, 2011, each share of Preferred Stock converts into 434.782 shares of Common Stock.
- Dividend Settlement: Holders are entitled to remaining dividends (eight quarterly dividends less prior payments) paid in Common Stock at a rate of 13.8356 shares per Preferred share.
- Accounting Adjustments: The company disclosed certain accounting adjustments, though details are not provided in this text.
Guidance, Outlook, and Events
- Results Schedule: Flotek disclosed an estimated schedule for releasing 2010 fiscal year operating results and holding an investor conference call.
- Management Presentation: John Chisholm, Chairman and President, is scheduled to present at the Independent Petroleum Association of America Florida Oil and Gas Investment Symposium on February 4, 2011.
- Regulation FD: Presentation materials are filed as Exhibit 99.2 and will be posted on the company website, but are not deemed "filed" under the Securities Exchange Act of 1934.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release) for specific revenue estimates and details on accounting adjustments.
- Verify the exact number of Preferred Shares converted and the resulting dilution to Common Stock.
- Confirm the date and time of the investor conference call for the 2010 fiscal year results.
- Check the company website for the presentation materials filed as Exhibit 99.2.