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): January 9,
2007
FLOTEK
INDUSTRIES, INC.
Delaware
(State
or Other Jurisdiction of Incorporation)
001-13270
(Commission File Number)
90-0023731
(IRS
Employer Identification Number)
7030
Empire Central Drive, Houston, Texas (Address
of Principal Executive Offices)
77040
(Zip
Code)
Registrant’s
Telephone Number, including Area Code: (713)
849-9911
(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 (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM
7.01 Regulation
FD Disclosure.
On
January 9, 2007, Flotek Industries, Inc. (the “Company”) presented estimated
financial data for the years ending December 31, 2006 and December 31, 2007,
as
well as certain other financial and operating information, at the Pritchard
Investor Conference. This estimated financial data related to revenues, EBITDA
(defined below) and fully diluted earnings per share. The presentation can
be viewed on the Company’s website, www.flotekind.com,
and
includes the following:
1.
For
fiscal year ended December 31, 2006, management has increased its estimate
of
(1) revenues to $100.0 million and (2) EBITDA to $21.2 million. Fully diluted
earnings per share was presented at $1.20 which remains in the estimated range
of $1.20 to $1.30 as presented at the EnerCom Fourth Oil Service Conference
in
February 2006 and included in the Current Report on Form 8-K filed with the
SEC
on February 21, 2006.
2.
For
fiscal year ended December 31, 2007 management provided estimates for (1)
revenues of $160.0 million, (2) EBITDA of $41.5 million and (3) fully diluted
earnings per share of $2.00.
Flotek
has used the non-GAAP financial measure of earnings before interest, taxes,
depreciation and amortization (EBITDA) in this presentation. We have used this
because we believe that EBITDA provides useful information to investors as
it
represents the measure of pre-tax cash flow of Flotek, prior to any debt service
requirements. A non-GAAP financial measure is a numerical measure of financial
performance, financial position, or cash flows that either 1) excludes amounts,
or is subject to adjustments that have the effect of excluding amounts, that
are
included in the most directly comparable measure calculated and presented in
accordance with GAAP in the statement of income, balance sheet or statement
of
cash flows, or 2) includes amounts, or is subject to adjustments that have
the
effect of including amounts, that are excluded from the most directly comparable
measure so calculated and presented. EBITDA should not be considered an
alternative to net income, as defined by GAAP.
This
estimated financial data constitute "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 “Exchange Act”).
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,
but
not limited to, the effect of competition, the level of petroleum industry
exploration and production expenditures, world economic and political
conditions, prices of and the demand for crude oil and natural gas, weather,
the
legislative environment in the United States of America and other countries,
adverse changes in the capital and equity markets, and other risk factors
including those identified in the Annual Report of the Company on Form 10-KSB
for the fiscal year ended December 31, 2005.
Pursuant
to General Instruction B.2 of Form 8-K, the information furnished in this
Item 7.01 shall not be deemed “filed” for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liability provisions of that
section, nor shall such information be deemed incorporated by reference in
any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
Date: January
17, 2007
/s/
Lisa G.
Meier
Lisa
G. Meier
Chief
Financial Officer & Vice
President
|