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50: R3 Unaudited Consolidated Balance Sheets HTML 49K
(Parenthetical)
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70: R5 Unaudited Consolidated Statements of Comprehensive HTML 36K
Income
43: R6 Unaudited Consolidated Statements of Cash Flows HTML 132K
49: R7 Unaudited Consolidated Statement of Equity HTML 99K
37: R8 Organization and Significant Accounting Policies HTML 33K
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58: R19 Fair Value Measurements HTML 44K
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Information
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(Registrant’s telephone
number, including area code)
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 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 ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,”“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated
filer
¨ (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of July 15,
2015, there were 53,608,401 outstanding shares of Flotek Industries, Inc. common stock, $0.0001 par value.
Accounts
receivable, net of allowance for doubtful accounts of $825 and $847 at June 30, 2015 and December 31, 2014, respectively
56,466
78,624
Inventories
84,601
85,958
Income
taxes receivable
947
—
Deferred tax assets, net
2,602
2,696
Other current assets
6,011
11,055
Total
current assets
153,102
179,599
Property and equipment, net
86,996
86,111
Goodwill
72,820
71,131
Deferred
tax assets, net
18,871
12,907
Other intangible assets, net
71,604
73,528
TOTAL ASSETS
$
403,393
$
423,276
LIABILITIES
AND EQUITY
Current liabilities:
Accounts payable
$
27,140
$
33,185
Accrued
liabilities
11,276
12,314
Income taxes payable
—
1,307
Interest payable
106
93
Current
portion of long-term debt
30,332
18,643
Total current liabilities
68,854
65,542
Long-term debt, less current portion
21,827
25,398
Deferred
tax liabilities, net
22,537
25,982
Total liabilities
113,218
116,922
Commitments and contingencies
Equity:
Cumulative
convertible preferred stock, $0.0001 par value, 100,000 shares authorized; no shares issued and outstanding
—
—
Common stock, $0.0001 par value, 80,000,000 shares authorized; 55,917,984 shares issued and 53,608,401 shares outstanding at June 30, 2015; 54,633,726 shares issued and 53,357,811 shares outstanding at December 31, 2014
See
accompanying Notes to Unaudited Consolidated Financial Statements.
7
FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Organization and Significant Accounting Policies
Organization and Nature of Operations
Flotek Industries, Inc. (“Flotek” or the “Company”) is a global, diversified, technology-driven supplier of energy chemistries and consumer and industrial chemistries and is a global developer and supplier
of drilling, completion and production technologies and related services.
Flotek’s strategic focus, and that of its diversified subsidiaries (collectively referred to as the “Company”), includes energy related chemistry technologies, drilling and production technologies, and consumer and industrial chemistry technologies. Within energy technologies, the Company provides oilfield specialty chemistries and logistics, downhole drilling tools and production related tools used in the energy and mining industries. Flotek’s products and services enable customers to drill wells more efficiently, to realize increased production from both new and existing wells and to decrease future well operating costs. Major customers include leading oilfield service
providers, pressure-pumping service companies, onshore and offshore drilling contractors, and major and independent oil and gas exploration and production companies. Within consumer and industrial chemistry technologies, the Company provides products for the flavor and fragrance industry and the industrial chemical industry. Major customers include food and beverage companies, fragrance companies, and companies providing household and industrial cleaning products.
The Company is headquartered in Houston, Texas, with operating locations in Florida, Louisiana, New Mexico, North Dakota, Oklahoma, Colorado, Pennsylvania, Texas, Utah, Wyoming, Canada, the Netherlands, and the Middle East. Flotek’s products are marketed both domestically and internationally, with
international presence and/or representation in over 20 countries.
Flotek was initially incorporated under the laws of the Province of British Columbia on May 17, 1985. On October 23, 2001, Flotek changed its corporate domicile to the state of Delaware.
Basis of Presentation
The accompanying Unaudited Consolidated Financial Statements and accompanying footnotes (collectively the “Financial Statements”) reflect all adjustments, in the opinion of management, necessary for fair presentation of the financial condition and results of operations for the periods presented. All such adjustments are normal and recurring in nature. The Financial Statements, including selected notes, have been prepared in accordance with applicable rules and regulations
of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting and do not include all information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for comprehensive financial statement reporting. These interim Financial Statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “Annual Report”). A copy of the Annual Report is available on the SEC’s website, www.sec.gov,
under the Company’s ticker symbol (“FTK”) or on Flotek’s website, www.flotekind.com. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015.
Use of Estimates
The preparation of financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities and reported amounts of revenue and expenses. Actual results could differ from these estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassifications did not impact net income.
8
FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — Recent
Accounting Pronouncements
(a) Application of New Accounting Standards
Effective January 1, 2015, the Company adopted the accounting guidance in Accounting Standards Update (“ASU”) No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which amends the definition of a discontinued operation by raising the threshold for a disposal to qualify as discontinued operations. The ASU will also require entities to provide additional disclosures about discontinued operations as well as disposal transactions that do not meet the discontinued operations criteria. Implementation
of this standard did not have a material effect on the consolidated financial statements.
Effective January 1, 2015, the Company adopted the accounting guidance in ASU No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” The ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Implementation of this standard did not have a material effect on the consolidated financial statements or the
Company’s current awards under its existing stock-based compensation plans.
(b) New Accounting Requirements and Disclosures
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The ASU will supersede most of the existing revenue recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The new standard also requires significantly expanded disclosures regarding the qualitative and quantitative
information of an entity’s nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In July 2015, the FASB deferred the effective date by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted, but not before the original effective date of reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures.
In January 2015, the FASB issued ASU No. 2015-01, “Simplifying
Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASU eliminates from generally accepted accounting principles (“GAAP”) the concept of extraordinary items and the need for an entity to separately classify, present, and disclose extraordinary events and transactions, while retaining certain presentation and disclosure guidance for items that are unusual in nature or occur infrequently. The pronouncement is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period and may be applied retrospectively, with early application permitted. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures.
In
February 2015, the FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis.” The amendment eliminates the deferral of certain consolidation standards for entities considered to be investment companies and modifies the consolidation analysis performed on certain types of legal entities. The pronouncement is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period and may be applied retrospectively, with early application permitted. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures.
In April 2015, the FASB issued ASU No. 2015-03,
“Simplifying the Presentation of Debt Issuance Costs.” The accounting guidance requires that debt issuance costs related to a recognized debt liability be reported on the Consolidated Statements of Financial Condition as a direct deduction from the carrying amount of that debt liability. The pronouncement is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period with early application permitted for financial statements that have not been previously issued. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures.
9
FLOTEK
INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — Impairment of Inventory and Rental Equipment
During the three months ended June 30, 2015, as a result of decreased rig activity and its impact on management’s expectations for future market activity, the Company refocused the Drilling Technologies segment to businesses and markets that have the best opportunity for profitable growth in the future. In addition, the Company has shifted the focus of the Production Technologies segment to oil production markets and away from coal bed methane markets.
As a result of these changes in focus and projected declines in asset utilization, the Company recorded a pre-tax impairment charge as follows (in thousands):
Drilling Technologies:
Inventories
$
17,241
Rental equipment
2,327
Production
Technologies:
Inventories
804
Total impairment
$
20,372
Note 4 — Acquisitions
On January 27, 2015, the
Company acquired 100% of the assets of International Artificial Lift, LLC (“IAL”) for $1.3 million in cash consideration and 60,024 shares of the Company’s common stock. IAL is a development-stage company that specializes in the design, manufacturing and service of next-generation hydraulic pumping units that serve to increase and maximize production for oil and natural gas wells.
On April 1, 2014, the Company acquired 100% of the membership interests in SiteLark, LLC (“SiteLark”)
for $0.4 million in cash consideration and 5,327 shares of the Company’s common stock. SiteLark provides reservoir engineering and modeling services for a variety of hydrocarbon applications. Its services include proprietary software which assists engineers with reservoir simulation, reservoir engineering and waterflood optimization.
On January 1, 2014, the Company acquired 100% of the membership interests in Eclipse IOR Services, LLC (“EOGA”), a leading Enhanced Oil Recovery (“EOR”) design and injection firm, for
$5.3 million in cash consideration, net of cash received, and 94,354 shares of the Company’s Common Stock. EOGA’s enhanced oil recovery processes and its use of polymers to improve the performance of EOR projects has been combined with the Company’s existing EOR products and services.
Note 5 — Supplemental Cash Flow Information
Supplemental cash flow information is as follows (in thousands):
Supplemental non-cash investing and financing activities:
Value of common stock issued in acquisitions
$
1,014
$
1,900
Value
of common stock issued in payment of accrued liability
—
600
Exercise of stock options by common stock surrender
1,126
1,005
Supplemental
cash payment information:
Interest paid
$
641
$
710
Income taxes paid
2,549
13,884
10
FLOTEK
INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 6 — Revenue
The Company differentiates revenue and cost of revenue based on whether the source of revenue is attributable to products, rentals or services. Revenue and cost of revenue by source are as follows (in thousands):
Depreciation expense, including expense recorded in cost of revenue, totaled $3.4 million and $3.4 million for the three months ended June
30, 2015 and 2014, respectively, and $6.8 million and $6.4 million for the six months ended June 30, 2015, and 2014, respectively.
11
FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — Goodwill and Other Intangible Assets
During the six
months ended June 30, 2015, the Company recognized $1.7 million of goodwill within the Production Technologies reporting unit in connection with the acquisition of IAL. There were no impairments of goodwill recognized during the three and six months ended June 30, 2015 and 2014.
Changes in the carrying value of goodwill for each reporting unit are as follows (in thousands):
Finite
lived intangible assets acquired are amortized on a straight-line basis over two to 20 years. Amortization of finite lived intangible assets acquired totaled $1.2 million and $1.2 million for the three months ended June 30, 2015 and 2014, respectively, and $2.4 million and $2.4 million for the six months ended June 30, 2015, and 2014, respectively.
Amortization of deferred
financing costs was $0.1 million for the three months ended June 30, 2015, and $0.2 million and $0.1 million for the six months ended June 30, 2015, and 2014, respectively. Amortization of deferred financing costs was not significant for the three months ended June 30, 2014.
On May 10, 2013, the Company and certain of its subsidiaries (the “Borrowers”)
entered into an Amended and Restated Revolving Credit, Term Loan and Security Agreement (the “Credit Facility”) with PNC Bank, National Association (“PNC Bank”). The Company may borrow under the Credit Facility for working capital, permitted acquisitions, capital expenditures and other corporate purposes. Under terms of the Credit Facility, as amended, the Company (a) may borrow up to $75 million under a revolving credit facility and (b) has borrowed $50 million under a term loan.
The Credit Facility is secured by substantially all of the Company’s domestic real and personal
property, including accounts receivable, inventory, land, buildings, equipment and other intangible assets. The Credit Facility contains customary representations, warranties, and both affirmative and negative covenants. The Credit Facility includes a financial covenant to maintain a fixed charge coverage ratio of 1.10 to 1.00. The numerator of the ratio includes (a) Adjusted EBITDA (consolidated earnings before interest, taxes, depreciation and amortization adjusted to exclude stock compensation expense and impairment expense of up to $23 million in 2015) minus (b) unfunded capital expenditures (excluding up to $7.5 million in 2015 and $5.0 million in 2016 associated with the construction of the
Company’s Global Research and Innovation facility) and (c) cash taxes paid. The Credit Facility also includes a financial covenant to maintain a ratio of funded debt to Adjusted EBITDA of not greater than 4.0 to 1.0, and an annual limit on capital expenditures of approximately $35 million. The Credit Facility restricts the payment of cash dividends on common stock. In the event of default, PNC Bank may accelerate the maturity date of any outstanding amounts borrowed under the Credit Facility.
The Credit Facility includes a provision that 25% of EBITDA minus cash paid for taxes, dividends, debt payments and unfunded capital expenditures, not to exceed $3.0 million for any year, be paid within 60
days of the fiscal year end. For the year ended
12
FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Each of the Company’s domestic subsidiaries is fully obligated for Credit Facility indebtedness as a Borrower or as a guarantor.
(a) Revolving Credit Facility
Under the revolving credit facility, the Company may borrow up to $75 million through May 10, 2018. This includes a sublimit of $10 million that may be used for letters of credit. The revolving credit facility
is secured by substantially all the Company’s domestic accounts receivable and inventory.
At June 30, 2015, eligible accounts receivable and inventory securing the revolving credit facility provided availability of $72.9 million under the revolving credit facility. Available borrowing capacity, net of outstanding borrowings, was $49.7 million at June 30, 2015.
The interest rate on advances under the revolving credit facility varies based on the level of borrowing under the Credit Facility. Rates range (a) between PNC
Bank’s base lending rate plus 0.5% to 1.0% or (b) between the London Interbank Offered Rate (LIBOR) plus 1.5% to 2.0%. PNC Bank’s base lending rate was 3.25% at June 30, 2015. The Company is required to pay a monthly facility fee of 0.25% per annum, on any unused amount under the commitment based on daily averages. At June 30, 2015, $23.2 million was outstanding under the
revolving credit facility, with $3.2 million borrowed as base rate loans at an interest rate of 3.75% and $20.0 million borrowed as LIBOR loans at an interest rate of 1.69%.
Borrowing under the revolving credit agreement is classified as current debt as a result of the required lockbox arrangement and the subjective acceleration clause.
(b) Term Loan
The Company increased borrowing to $50 million under the term loan on May 10, 2013. Monthly
principal payments of $0.6 million are required. The unpaid balance of the term loan is due May 10, 2018. Prepayments are permitted, and may be required in certain circumstances. Amounts repaid under the term loan may not be reborrowed. The term loan is secured by substantially all of the Company’s domestic land, buildings, equipment and other intangible assets.
The interest rate on the term loan varies based on the level of borrowing under the Credit Facility. Rates range (a) between PNC Bank’s base lending rate plus 1.25% to 1.75% or (b) between LIBOR plus 2.25%
to 2.75%. At June 30, 2015, $29.0 million was outstanding under the term loan, with $1.0 million borrowed as base rate loans at an interest rate of 4.50% and $28.0 million borrowed as LIBOR loans at an interest rate of 2.44%.
Note 11 — Earnings (Loss) Per Share
Basic earnings (loss) per common share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per common
share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding combined with dilutive common share equivalents outstanding, if the effect is dilutive.
Potentially dilutive securities were excluded from the calculation of diluted earnings (loss) per share for the three and six months ended June 30, 2015, since including them would have an anti-dilutive effect on earnings (loss) per share due to the net loss incurred during the period. Securities convertible into shares of common stock that were not considered in the diluted earnings (loss) per share calculation were 0.8 million stock options and 0.4 million restricted stock units for the three months ended June
30, 2015, and were 0.8 million stock options and 0.4 million restricted stock units for the six months ended June 30, 2015.
13
FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Basic and diluted earnings (loss) per common share are as follows (in thousands, except per share data):
Weighted
average common shares outstanding - Basic
54,264
54,645
54,356
54,299
Assumed conversions:
Incremental
common shares from warrants
—
—
—
243
Incremental common shares from stock options
—
878
—
916
Incremental
common shares from restricted stock units
—
10
—
15
Weighted average common shares outstanding - Diluted
54,264
55,533
54,356
55,473
Basic
earnings (loss) per common share
$
(0.23
)
$
0.20
$
(0.26
)
$
0.42
Diluted
earnings (loss) per common share
$
(0.23
)
$
0.20
$
(0.26
)
$
0.42
Note
12 — Fair Value Measurements
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company categorizes financial assets and liabilities into the three levels of the fair value hierarchy. The hierarchy prioritizes the inputs to valuation techniques used to measure fair value and bases categorization within the hierarchy on the lowest level of input that is available and significant to the fair value measurement.
•
Level 1 — Quoted prices in active markets for identical assets or liabilities;
•
Level
2 — Observable inputs other than Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
•
Level 3 — Significant unobservable inputs that are supported by little or no market activity or that are based on the reporting entity’s assumptions about the inputs.
Fair Value of Other Financial Instruments
The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued
expenses, approximate fair value due to the short-term nature of these accounts. The Company had no cash equivalents at June 30, 2015, or December 31, 2014.
The carrying value and estimated fair value of the Company’s long-term debt are as follows (in thousands):
The carrying value of the term loan and borrowings under
the revolving credit facility approximate their fair value because the interest rates are variable.
14
FLOTEK INDUSTRIES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Assets Measured at Fair Value on a Nonrecurring Basis
The Company’s non-financial assets, including property and equipment, goodwill and other intangible assets are measured at fair value on a non-recurring basis and are subject to fair value adjustment in certain circumstances. During the three months ended June 30, 2015,
the Company recorded an impairment of $2.3 million relating to rental equipment held and used. Loss on impairment is reported in operating expenses. No impairments of goodwill or other intangible assets were recognized during the three and six months ended June 30, 2015, and 2014.
Note 13 — Income Taxes
The Company’s corporate organizational structure requires the filing of two
separate consolidated U.S. Federal income tax returns. Taxable income of one group cannot be offset by tax attributes, including net operating losses, of the other group.
A reconciliation of the U.S. federal statutory tax rate to the Company’s effective income tax rate is as follows:
The change in the effective income tax rate for the three and six months ended June
30, 2015, compared to the three and six months ended June 30, 2014, was primarily due to the mix of pre-tax profit and loss between domestic and international taxing jurisdictions and the impact of non-deductible expenses and the domestic production activities deduction. The Company plans to permanently reinvest profits from international operations into opportunities to expand the Company’s international presence.
Deferred taxes are presented in the balance sheets as follows (in thousands):
Note
14 — Convertible Preferred Stock and Stock Warrants
In August 2009, the Company sold convertible preferred stock with detachable warrants to purchase shares of the Company’s common stock. In February 2011, the Company exercised its contractual right to mandatorily convert all outstanding shares of convertible preferred stock into shares of common stock. Currently, the Company has no issued or outstanding shares of preferred stock.
On February 7, 2014,
warrants were exercised to purchase 1,277,250 shares of the Company’s common stock at $1.21 per share. The Company received cash proceeds of $1.5 million in connection with the warrants exercised. Following the exercise, the Company no longer has any outstanding warrants.
15
FLOTEK INDUSTRIES, INC.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 15 — Stock Repurchase Program
In November 2012, the Company’s Board of Directors authorized the repurchase of up to $25 million of the Company’s common stock. Repurchases may be made in the open market or through privately negotiated transactions. During the three months ended June 30, 2015, the Company repurchased 367,129 shares of its outstanding common stock on the open market at a
cost of $4.6 million, inclusive of transaction costs, or an average price of $12.55 per share. During the six months ended June 30, 2015, the Company repurchased a total of 547,319 shares of its outstanding common stock on the open market at a cost of $7.3 million, inclusive of transaction costs, or an average price of $13.26 per share.
In June 2015, the Company’s Board of Directors authorized the repurchase of up to an additional $50
million of the Company’s common stock. Repurchases may be made in open market or through privately negotiated transactions. Through June 30, 2015, the Company has not repurchased any of its common stock under this authorization.
As of June 30, 2015, the Company has $57.3 million remaining and available to to repurchase shares under its share repurchase programs.
Note
16 — Business Segment, Geographic and Major Customer Information
Segment Information
Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by chief operating decision-makers in deciding how to allocate resources and assess performance. The operations of the Company are categorized into four reportable segments: Energy Chemistry Technologies (previously referred to as Energy Chemical Technologies), Consumer and Industrial Chemistry Technologies (previously referred to as Consumer and Industrial Chemical Technologies), Drilling Technologies and Production Technologies.
•
Energy
Chemistry Technologies designs, develops, manufactures, packages and markets specialty chemistries used in oil and natural gas well drilling, cementing, completion, stimulation and production. In addition, the Company’s chemistries are used in specialized enhanced and improved oil recovery markets. Activities in this segment also include construction and management of automated material handling facilities and management of loading facilities and blending operations for oilfield services companies.
•
Consumer and Industrial Chemistry Technologies designs, develops and manufactures products that are sold to companies in the flavor and fragrance industries and
the specialty chemical industry. These technologies are used by beverage and food companies, fragrance companies, and companies providing household and industrial cleaning products.
•
Drilling Technologies rents, sells, inspects, manufactures and markets downhole drilling equipment used in energy, mining, water well and industrial drilling activities.
•
Production Technologies assembles and markets production-related equipment, including the PetrovalveTM
product line of rod pump components, electric submersible pumps, gas separators, valves and services that support natural gas and oil production activities.
The Company evaluates performance based upon a variety of criteria. The primary financial measure is segment operating income. Various functions, including certain sales and marketing activities and general and administrative activities, are provided centrally by the corporate office. Costs associated with corporate office functions, other corporate income and expense items, and income taxes, are not allocated to reportable segments.
16
FLOTEK INDUSTRIES, INC.
NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Summarized financial information of the reportable segments is as follows (in thousands):
As of and for the three months ended June 30,
Energy Chemistry
Technologies
Consumer and Industrial Chemistry Technologies
Drilling Technologies
Production Technologies
Corporate and
Other
Total
2015
Net
revenue from external customers
$
56,472
$
15,477
$
12,334
$
2,747
$
—
$
87,030
Gross
margin
20,426
4,126
4,103
597
—
29,252
Income
(loss) from operations
11,892
2,683
(21,300
)
(1,596
)
(10,287
)
(18,608
)
Depreciation
and amortization
1,174
549
2,218
198
471
4,610
Total
assets
149,767
98,251
114,481
25,544
15,350
403,393
Capital
expenditures
2,075
6
620
138
527
3,366
2014
Net
revenue from external customers
$
62,589
$
12,607
$
27,241
$
2,881
$
—
$
105,318
Gross
margin
27,432
2,893
10,762
1,223
—
42,310
Income
(loss) from operations
19,162
972
4,200
421
(7,080
)
17,675
Depreciation
and amortization
1,095
549
2,493
92
366
4,595
Total
assets
140,028
97,935
139,095
15,922
15,241
408,221
Capital
expenditures
1,418
17
2,025
50
747
4,257
As
of and for the six months ended June 30,
Energy Chemistry Technologies
Consumer and Industrial Chemistry Technologies
Drilling Technologies
Production Technologies
Corporate and
Other
Total
2015
Net
revenue from external customers
$
103,115
$
28,940
$
31,028
$
6,321
$
—
$
169,404
Gross
margin
36,526
7,833
10,094
1,326
—
55,779
Income
(loss) from operations
18,713
5,064
(21,937
)
(2,135
)
(19,601
)
(19,896
)
Depreciation
and amortization
2,378
1,102
4,537
323
841
9,181
Total
assets
149,767
98,251
114,481
25,544
15,350
403,393
Capital
expenditures
4,443
28
2,744
776
972
8,963
2014
Net
revenue from external customers
$
124,966
$
25,638
$
52,142
$
5,147
$
—
$
207,893
Gross
margin
56,650
6,927
20,550
1,863
—
85,990
Income
(loss) from operations
40,785
3,307
7,517
343
(15,479
)
36,473
Depreciation
and amortization
2,162
982
4,930
163
577
8,814
Total
assets
140,028
97,935
139,095
15,922
15,241
408,221
Capital
expenditures
2,804
30
5,321
110
980
9,245
Geographic
Information
Revenue by country is based on the location where services are provided and products are used. No individual country other than the United States (“U.S.”) accounted for more than 10% of revenue. Revenue by geographic location is as follows (in thousands):
* This customer did not account for more than 10% of revenue during the period.
Over 96%
of the revenue from these customers were for sales in the Energy Chemistry Technologies segment.
Note 17 — Commitments and Contingencies
Litigation
The Company is subject to routine litigation and other claims that arise in the normal course of business. Management is not aware of any pending or threatened lawsuits or proceedings that are expected to have a material effect on the Company’s financial position, results of operations or liquidity.
EPA Environmental Proceeding
On January 9,
2015, FC Pro, LLC (“FC Pro”), a wholly-owned subsidiary of the Company, received a letter and proposed consent agreement and final order from the United States Environmental Protection Agency (“EPA”) concerning alleged violations of the federal hazardous waste regulations at FC Pro’s specialty chemical blending facility in Waller, Texas. Specifically, EPA alleged that FC Pro failed to comply with certain notification, operating, and reporting requirements applicable to generators or large quantity generators of hazardous waste. FC Pro has resolved the alleged violations pursuant to a consent agreement and final order dated effective as of April 22, 2015, under which it did not admit or deny the allegations and has paid an administrative penalty of $410,868,
obtained an EPA identification number, and developed certain specified operating procedures. Since this enforcement case was initiated, FC Pro has made changes to its operating practices at its Waller facility that it believes has resulted in it no longer generating hazardous waste at that facility.
The amount of the civil penalty was recorded as selling, general and administrative expense during the three months ended March 31, 2015.
Concentrations and Credit Risk
The majority of the Company’s revenue is derived from the oil and gas industry. Customers include major oilfield services companies, major integrated oil and natural gas companies, independent oil
and natural gas companies, pressure pumping service companies and state-owned national oil companies. This concentration of customers in one industry increases credit and business risks.
The Company is subject to concentrations of credit risk within trade accounts receivable as the Company does not generally require collateral as support for trade receivables. In addition, the majority of the Company’s cash is maintained at a major financial institution and balances often exceed insurable amounts.
18
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q (the “Quarterly Report”), and in particular, Part I, Item 2 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains “forward-looking statements” within the meaning of the safe harbor provisions, 15 U.S.C. § 78u-5, of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Forward-looking statements are not historical facts, but instead represent the Company’s current assumptions and beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside the Company’s
control. Such statements include estimates, projections, and statements related to Flotek Industries, Inc.’s (“Flotek” or the “Company”) business plan, objectives, expected operating results and assumptions upon which those statements are based. The forward-looking statements contained in this Quarterly Report are based on information available as of the date of this Quarterly Report.
The forward-looking statements relate to future industry trends and economic conditions, forecast performance or results of current and future initiatives and the outcome of contingencies and other uncertainties that may have a significant impact on the Company’s business, future operating results and liquidity. These forward-looking statements generally are identified by words including, but not limited to, “anticipate,”“believe,”“estimate,”“continue,”“intend,”“expect,”“plan,”“forecast,”“project” and similar expressions, or future-tense or conditional constructions such as “will,”“may,”“should,”“could,” etc. The Company cautions that these statements are merely predictions, and are not to be considered guarantees of future performance. Forward-looking statements are based upon current expectations and assumptions that are subject to risks and uncertainties that can cause actual results to differ materially from those projected, anticipated or implied.
A detailed discussion of potential risks and uncertainties that could cause actual results and events to differ materially from forward-looking statements is included in Part I, Item 1A - “Risk Factors” of the Annual Report on
Form 10-K for the year ended December 31, 2014 (the “Annual Report”) and periodically in subsequent reports filed with the Securities and Exchange Commission (the “SEC”). The Company has no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events, except as required by law.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the unaudited consolidated financial statements and the related notes thereto, as well as the Annual Report. Phrases such as “Company,”“we,”“our” and “us” refer to Flotek Industries, Inc. and its subsidiaries.
Executive
Summary
Flotek is a global diversified, technology-driven company that develops and supplies oilfield products, services and equipment to the oil, gas and mining industries, and high value compounds to companies that make cleaning products, cosmetics, food and beverages, and other products that are sold in the consumer and industrial markets.
The Company’s oilfield businesses include specialty chemicals and logistics, down-hole drilling tools and production-related tools. Flotek’s technologies enable customers to drill wells more efficiently, increase well production and decrease well operating costs. The Company also provides automated bulk material handling, loading facilities and blending capabilities. The
Company sources citrus oil domestically and internationally and is one of the largest processors of citrus oil in the world. Products produced from processed citrus oil include (1) high value compounds used as additives by companies in the flavors and fragrances markets and (2) environmentally friendly chemistries for use in numerous industries around the world, specifically the oil and gas (“O&G”) industry.
Flotek operates in over 20 domestic and international markets, including the Gulf Coast, Southwest, West Coast, Rocky Mountains, Northeastern and Mid-Continental regions of the United States (the “U.S.”), Canada, Mexico, Central America, South America, Europe, Africa, Middle East, Australia and Asia-Pacific. Customers include major integrated O&G companies, oilfield services companies, independent O&G companies, pressure-pumping service companies, national and state-owned oil companies, and
international supply chain management companies. The Company also serves customers who purchase non-energy-related citrus oil and related products, including household and commercial cleaning product companies, fragrance and cosmetic companies, and food manufacturing companies.
19
The operations of the Company are categorized into four reportable segments: Energy Chemistry Technologies (previously referred
to as Energy Chemical Technologies), Consumer and Industrial Chemistry Technologies (previously referred to as Consumer and Industrial Chemical Technologies), Drilling Technologies and Production Technologies.
•
Energy Chemistry Technologies designs, develops, manufactures, packages and markets specialty chemistries used in O&G well drilling, cementing, completion, stimulation and production. In addition, the Company’s chemistries are used in specialized enhanced and improved oil recovery markets (“EOR” or “IOR”). Activities in this segment also include construction and management of automated material handling
facilities and management of loading facilities and blending operations for oilfield services companies.
•
Consumer and Industrial Chemistry Technologies designs, develops and manufactures products that are sold to companies in the flavor and fragrance industries and the specialty chemistry industry. These technologies are used by beverage and food companies, fragrance companies, and companies providing household and industrial cleaning products.
•
Drilling
Technologies rents, sells, inspects, manufactures and markets downhole drilling equipment used in energy, mining, water well and industrial drilling activities.
•
Production Technologies assembles and markets production-related equipment, including the PetrovalveTM product line of rod pump components, electric submersible pumps, gas separators, valves and services that support natural gas and oil production activities.
Market Conditions
The Company’s
success is sensitive to a number of factors, which include, but are not limited to, drilling activity, customer demand for its advanced technology products, market prices for raw materials and governmental actions.
Drilling activity levels are influenced by a number of factors, including the number of rigs in operation, the geographical areas of rig activity, and drill rig efficiency (rig days required per well). Additional factors that influence the level of drilling activity include:
•
Historical, current, and anticipated future O&G prices,
•
Federal,
State and local governmental actions that may encourage or discourage drilling activity,
•
Customers’ strategies relative to capital funds allocations,
•
Weather conditions, and
•
Technological changes to drilling methods and economics.
Historical
North American drilling activity is reflected in “TABLE A” on the following page.
Customers’ demand for advanced technology products and services provided by the Company are dependent on their recognition of the value of:
•
Chemistries that improve the economics of their O&G operations,
•
Drilling products that improve drilling operations and efficiencies,
•
Chemistries
that are economically viable, socially responsible and ecologically sound, and
•
Production technologies that improve production and production efficiencies in maturing wells.
Market prices for citrus oils can be influenced by:
•
Historical, current, and anticipated future production levels of the global citrus (primarily orange) crop,
•
Weather
related risks,
•
Health and condition of citrus trees (e.g., disease and pests), and
•
International competition and pricing pressures resulting from natural and artificial pricing influences.
Governmental actions may restrict the future use of hazardous chemicals, including but not limited to, the following industrial applications:
Oil
vs. Natural Gas Average North American Drilling Rigs
Oil
718
1,629
(55.9
)%
988
1,697
(41.8
)%
Natural
Gas
287
422
(32.0
)%
373
481
(22.5
)%
Total
North America
1,005
2,051
(51.0
)%
1,361
2,178
(37.5
)%
Source:
Rig counts are per Baker Hughes, Inc. (www.bakerhughes.com). Rig counts are the averages of the weekly rig count activity.
As crude oil prices peaked at approximately $106/barrel in June 2014 and began the descent to the current levels ranging between $50 to $60 per barrel, total US rig count decreased from 1,929 rigs on November 21, 2014, to 859 rigs as of June 26, 2015, representing
a 55.5% drop. As the total US rig count dropped, the horizontal rig count declined 52.3%, the directional rig count decreased by 52.2%, and the vertical rig count fell by 69.6%. Horizontal rigs now represent 76.1% of the total working US rig count, versus 71.1% at the peak US drilling activity level in November 2014.
The Canadian rig count, while still following its normal seasonal pattern, has had a similar response. Canadian rigs failed to reach the 600 - 700 rig range normally achieved from mid-January through early March before the spring thaw resulted in significantly reduced drilling activity. The Canadian rig count peaked on January 16, 2015, at 440 rigs, fell to 72 rigs for the week ending May 22, 2015, and has improved to 135 rigs on June 26, 2015. However, Canadian
rig activity is still lagging normal activity levels by more than 100 rigs.
During the three and six months ended June 30, 2015, total North American active drilling rig count significantly decreased when compared to the comparable periods of 2014, primarily in oil drilling rigs. Average North American oil drilling rig activity decreased by 55.9% and 41.8% for the three and six months ended June 30, 2015, respectively, when compared to the same periods of 2014.
21
North
American natural gas drilling rig count decreased by 32.0% and 22.5% for the three and six months ended June 30, 2015, respectively, compared to the same periods of 2014.
Company Outlook
Beginning in the second half of 2014 and continuing through the first quarter of 2015, the price of crude oil declined dramatically followed by slight improvement in the second quarter of 2015. As a result, most North American exploration and production companies - many of which are Flotek clients - have significantly reduced their exploration and drilling activity in 2015. The reduction in activity has created a more challenging
environment in which to market the Company’s broad range of energy technologies, from chemistry to drilling and production technologies. Although the Company has seen demand for its oil and gas related products and services in North America impacted by these industry conditions, the Company continues to aggressively market its oil and gas based products and services including its Complex nano-Fluid® (“CnF®”) chemistries, Teledrift® product line, recently introduced Stemulator®
product line and the growing line of production technologies. While international markets may react differently than North American markets to the decline in crude prices, the Company expects similar market challenges around the globe.
The Company’s continued emphasis on promotion of its CnF® chemistries produced significant results in the second quarter despite the continued decline in overall market activity levels. CnF® volumes increased 76% compared to the first quarter of 2015 and 34% compared to the second quarter of 2014. The Company
expects CnF® volumes to continue to outpace the overall industry activity level due to the distinctive advantage demonstrated by the patent pending FracMax™ analytical platform which provides quantitative validation of the improved well economics achieved by utilizing CnF® as part of well completions.
In response to the current market environment, the Company has been proactive in reducing costs to reflect current market conditions while, at the same time, remaining focused on preserving appropriate functions and capacity, which allows the Company to be opportunistic as market conditions improve. Cost reductions to date include
headcount reductions and hiring restrictions that have not impacted customer service or production output; vendor price reductions that have partially mitigated gross margin erosion; the consolidation of certain operating bases which reduced lease and other expenses; and other cost controls that have reduced overall operating costs of our business. Capital spending has largely been limited to completion of existing projects with a focus on revenue-generating expenditures. The Company regularly evaluates its cost structure based on market conditions with a focus on continuous efficiency improvements.
Capital expenditures, exclusive of acquisitions, totaled $9.0 million and $9.2 million for the six months ended
June 30, 2015 and 2014, respectively. Of the $9.0 million spent to date in 2015, 78% has been for the completion of projects started in 2014. The Company expects capital spending to be approximately $25 million in 2015, inclusive of approximately $10 million for construction of laboratory facilities, including the Company’s previously announced Global Research & Innovation Headquarters in Houston. The
Company believes construction of this facility should generate substantial value in 2016 and beyond. The Company will remain nimble in its core capital expenditure plans, adjusting as market conditions warrant.
The Company’s planned Global Research & Innovation Headquarters in Houston will allow for the development of new energy chemistries as well as expand collaboration between clients, leaders from academia and Company scientists. The Company believes these collaborative opportunities will become an important and distinguishing capability within the industry. The Company also
plans to continue to expand the capabilities and use of its patent pending FracMaxTM software which will continue to enhance the Company’s sales and marketing efforts by validating the production and economic benefits of the Company’s core Complex nano-Fluid® chemistries.
The patent pending FracMax™ analytical platform is an innovative software technology that allows the Company to quantitatively demonstrate the benefits associated with the use of the Company’s
patented and proprietary Complex nano-Fluid® chemistries. The patent pending FracMax™ application has been integrated into the Company’s sales and marketing process leading to new sales opportunities. In October 2014, the Company announced the formation of FracMax Analytics, LLC, a wholly owned subsidiary that will use the patent pending FracMax™ analytical platform to provide customized data analysis to oil and gas operators, investors and other companies.
During the second quarter of 2015, as a result of decreased rig activity and its impact on management’s expectations for future market activity, the Company
refocused the Drilling Technologies segment to businesses and markets that have the best opportunity for profitable growth in the future. Additionally, the Company has shifted the focus of the Production Technologies segment towards oil production markets and away from the less opportunistic coal bed methane (“CBM”) markets.
22
The Company continues to pursue selected strategic relationships, both domestically and internationally, to expand its business:
In
March 2015, the Company entered into agreements with Solazyme, Inc (“Solazyme”) to globally commercialize Flocapso™, an innovative, advanced drilling fluid additive that combines Flotek’s patented Complex nano-Fluid® chemistries with Solazyme’s proprietary EncapsoTM technology. FlocapsoTM will allow the use of water-based fluids in wells that previously required more expensive and invasive oil-based products, providing an environmentally superior, more efficient solution to drilling challenges. In addition, Flotek will market Solazyme’s Encapso™ lubricant - the first commercially available, biodegradable encapsulated lubricant for drilling fluids - in certain Middle Eastern markets.
In January 2015,
the Company acquired 100% of the assets from International Artificial Lift, LLC (“IAL”), a development-stage company that specializes in the design, manufacturing and service of next-generation hydraulic pumping units that serve to increase and maximize production for oil and natural gas wells.
The outlook for the Company’s consumer and industrial chemistries will be driven by the availability and demand for citrus oils and other bio-based raw materials. Current inventory and crop expectations are sufficient to meet the Company’s needs to supply its flavor and fragrance business as well as the industrial markets. However, market price volatility may result in revenue
and margin fluctuations from quarter-to-quarter.
Changes to geopolitical, global economic and industry trends could have an impact, either positive or negative, on the Company’s business. In the event of significant adverse changes to the demand for oil and gas production and/or the market price for oil and gas, the market conditions affecting the Company could change rapidly and materially. Should such adverse changes to market conditions occur, management believes the Company has adequate liquidity to withstand the impact of such changes while continuing to make strategic capital investments and acquisitions if and when opportunities arise. In addition, management believes
the Company is well-positioned to take advantage of significant increases in demand for its products should market conditions improve dramatically in the near term.
The Company expects that competition for contracts and margins will remain intense but that product innovation, service improvements and data from its patent pending FracMax™ analytical platform should enable the Company to realize relative market share gains during the remainder of 2015 and into 2016.
23
Consolidated
Results of Operations (in thousands):
Consolidated
Results of Operations: Three and Six Months Ended June 30, 2015, Compared to the Three and Six Months Ended June 30, 2014
Consolidated revenue for the three and six months ended June 30, 2015, decreased $18.3 million, or 17.4%, and $38.5 million, or 18.5%, respectively, relative to the comparable periods of 2014.
The decrease in revenue was driven by the continued decline in drilling activity throughout the first half of 2015 as indicated by the 51.0% and 37.5% reduction in average North American rig count for the three and six months ended June 30, 2015, respectively, versus the same periods in 2014, which affected the Energy Chemistry Technologies and Drilling Technologies segments.
Consolidated gross margin for the three and six months ended June 30, 2015, decreased $13.1 million, or 30.9%, and $30.2 million, or 35.1%,
respectively, relative to the comparable periods of 2014. Gross margin as a percentage of revenue decreased to 33.6% for the three months ended June 30, 2015, from 40.2% in the same period of 2014, and decreased to 32.9% for the six months ended June 30, 2015, from 41.4% in the same period of 2014. These reductions were primarily attributable to new incentive pricing structures for strategic relationships, product mix
and price concessions.
Selling, general and administrative (“SG&A”) expenses are not directly attributable to products sold or services provided. SG&A costs increased $2.2 million, or 10.4%, and $4.2 million, or 9.8%, for the three and six months ended June 30, 2015, respectively, compared to the same periods of 2014. The increases were primarily due to higher stock compensation expense and professional fees, increased head count in the Energy Chemistry Technologies sales staff during late 2014 and the first half of 2015, and a civil penalty related to an environmental matter assessed in the
first quarter of 2015, partially offset by cost reduction actions taken throughout the organization during the first half of 2015. The company regularly evaluates its SG&A cost structure as market conditions warrant.
Depreciation and amortization expense for the three and six months ended June 30, 2015, increased by $0.3 million, or 11.8%, and $0.7 million, or 14.4%, respectively, relative to the comparable periods of 2014. The increase was primarily attributable to the
depreciation and amortization of improvements to facilities and equipment that were added during the later portion of 2014.
Research and Innovation (“R&I”) expense increased $0.4 million, or 30.5%, and $0.9 million, or 40.6%, for the three and six months ended June 30, 2015, respectively, as compared to the same periods in 2014. The increase in R&I is primarily attributable to new product development and Flotek’s commitment to remaining responsive to customer needs, increased demand and continued growth of our existing product lines.
24
During
the second quarter of 2015, as a result of decreased rig activity and its impact on management’s expectations for future market activity, the Company refocused the Drilling Technologies segment to businesses and markets that have the best opportunity for profitable growth in the future. Additionally, the Company has shifted the focus of the Production Technologies segment towards oil production markets and away from the less opportunistic CBM markets. As a result of these changes in focus and projected declines in asset utilization, the Company recorded an impairment charge of $20.4 million in the second quarter of 2015.
Interest and other expense decreased $0.2
million for the three months ended June 30, 2015, but remained flat for the six months ended June 30, 2015, as compared to the same periods of 2014.
The Company recorded income tax benefits of $6.5 million and $6.9 million, yielding effective tax rates of 34.1% and 32.9% for the three and six months ended June 30,
2015, respectively, compared to income tax provisions of $6.0 million and $12.4 million reflecting effective tax rates of 35.1% and 34.9% for the comparable periods in 2014.
Results by Segment
Energy
Chemistry Technologies
(previously referred to as Energy Chemical Technologies)
Energy
Chemistry Technologies Results of Operations: Three and Six Months Ended June 30, 2015, Compared to the Three and Six Months Ended June 30, 2014
Energy Chemistry Technologies revenue for the three months ended June 30, 2015, decreased $6.1 million, or 9.8%, relative to the comparable period of 2014, compared to a 51.0% decline in market activity as measured by average North American rig
count. Revenue for the six months ended June 30, 2015, decreased $21.9 million, or 17.5%, relative to the comparable period of 2014, compared to a 37.5% decline in market activity. The Energy Chemistry Technologies segment substantially outperformed market activity indicators due to substantial increases in CnF® sales volumes during the quarter. CnF® sales volumes increased 76% for the three months ended June 30, 2015 compared to the three months ended March 31, 2015, and increased 34% compared to the three months ended June 30, 2014. The increased
sales of CnF® during the second quarter of 2015 were due to Flotek’s aggressive promotion of the benefits of CnF® in completions and re-stimulation efforts by leveraging the quantitative evidence provided through the patent pending FracMax™ analytical platform. These strategic sales and marketing efforts are ensuring that Flotek remains a leader in the energy chemistry industry and is poised to take even greater advantage of any market recovery.
Energy Chemistry Technologies gross margin decreased $7.0 million, or 25.5%, and $20.1 million, or 35.5%, for the three and six months ended June 30, 2015, respectively,
compared to the same periods of 2014. Gross margin as a percentage of revenue decreased to 36.2% for the three months ended June 30, 2015, from 43.8% in the same period of 2014. Gross margin as a percentage of revenue decreased to 35.4% for the six months ended June 30, 2015, from 45.3% in the same period of 2014. The decline in gross margin as a percentage of revenue over the periods was primarily due to new incentive
pricing structures associated with new strategic relationships and product mix.
Income from operations for the Energy Chemistry Technologies segment decreased $7.3 million, or 37.9%, for the three months ended June 30, 2015, and decreased $22.1 million, or 54.1%, for the six months ended June 30, 2015, relative to the comparable periods of 2014. The decrease in income from operations for both periods is primarily attributable to the decrease in gross margin and increased
headcount during late 2014 and in the first half of 2015. Headcount has increased in the sales organization in pursuit of growth opportunities, and in R&I, related to new product development and increased demand for existing product support as the segment continues to refocus and reposition for growth in the market.
25
Consumer
and Industrial Chemistry Technologies
(previously referred to as Consumer and Industrial Chemical Technologies)
CICT
Results of Operations: Three and Six Months Ended June 30, 2015, Compared to the Three and Six Months Ended June 30, 2014
CICT revenue increased $2.9 million, or 22.8%, and $3.3 million, or 12.9%, for the three and six months ended June 30, 2015, respectively, versus the comparable periods of 2014, primarily due to increased flavor and fragrance
and terpene sales.
CICT gross margin for the three and six months ended June 30, 2015, increased $1.2 million, or 42.6%, and $0.9 million, or 13.1%, from the comparable periods of 2014, primarily due to increased flavor and fragrance sales and terpene sales between the periods. Gross margin as a percentage of revenue increased to 26.7% for the three months ended June 30, 2015, from 22.9% in the same period of 2014, primarily
due to increased sales of higher margin flavor and fragrance products. Gross margin as a percentage of revenue remained relatively consistent for the six months ended June 30, 2015, as compared to the same period of 2014.
Income from operations for the CICT segment increased $1.7 million, or 176.0%, for the three months ended June 30, 2015, and increased $1.8 million, or 53.1%, for the six months ended June 30,
2015, compared to the same periods of 2014. The increases in income from operations were primarily due to the revenue and gross margin factors described above and reductions in SG&A expenses resulting from cost control measures.
Drilling Technologies
Results of Operations: Three and Six Months Ended June 30, 2015, Compared to the Three and Six Months Ended June 30, 2014
Drilling Technologies revenue for the three months ended June 30, 2015, decreased $14.9 million, or 54.7%, relative to the same period in 2014, primarily due to decreased actuated tool rentals, Teledrift® tool rentals, and product sales. Revenue for the six months ended June 30,
2015, decreased $21.1 million, or 40.5%, relative to the same period in 2014, primarily due to a decrease in Teledrift® domestic rental revenue, decreased product sales, and decreased actuated tool rentals. The revenue declines were in line with the decrease in drilling rig activity for the three and six months ended June 30, 2015.
•
Rental revenue for the three months ended June 30, 2015, decreased $6.2 million,
or 41.7%, compared to the same period of 2014. This decrease can be attributed to a sales volume decrease in actuated tool rental revenue, particularly in the competitive motor rental market, and decreased Teledrift® tool rental revenue domestically. Rental revenue for the six months ended June 30, 2015, decreased by $8.3 million, or 28.7%, compared to the same period of 2014. This decline in revenue is due to a decrease in Teledrift® domestic tool rentals, motor rentals and other tool rentals which can be
26
attributed to competitive pricing pressure and decreasing rig counts. This decrease is partially offset by an increase in Teledrift® international revenue.
•
Product
sales revenue for the three months ended June 30, 2015, compared to the same periods of 2014 decreased by $6.1 million, or 69.0%, and also decreased for the six months ended June 30, 2015, by $8.9 million, or 53.6%. This is primarily due to decreased float, centralizer and motor equipment sales in domestic locations.
•
Service revenue for the three and six months ended June 30, 2015, decreased $2.5 million, or 75.0%, and $4.0 million, or 58.8%, respectively, relative to comparable periods of 2014. This was primarily related to a decline in Teledrift®
domestic service revenue as the volume of jobs and service pricing both declined in 2015.
Drilling Technologies gross margin for the three months ended June 30, 2015, decreased $6.7 million, or 61.9%, and decreased $10.5 million, or 50.9%, for the six months ended June 30, 2015, from the comparable periods of 2014, primarily due to the lower sales volumes in 2015 mentioned above and increased pricing pressure for product and rental sales. Direct
costs decreased by 30.0% and 24.2% for the three and six months ended June 30, 2015, respectively, due to decreased employee related costs, materials and supplies, and freight costs.
During the second quarter of 2015, as a result of decreased rig activity and its impact on management’s expectations for future market activity, the Company refocused the Drilling Technologies segment to businesses and markets that have the best opportunity for profitable growth in the future. As a result, an impairment charge of $19.6 million was recorded to reflect the reduced value of inventory and rental equipment associated with product lines and markets the Company plans to
exit or de-emphasize in the future.
Income from operations for the three months and six months ended June 30, 2015, respectively, decreased by $25.5 million and $29.5 million primarily resulting from the impairment charge. Income from operations excluding the impairment charge for the three months ended June 30, 2015, decreased by $5.9 million, or 141.2%, compared to the same period of 2014. Drilling Technologies income from operations excluding the impairment charge for the six months ended June 30, 2015, decreased by $9.9 million, or 131.5%, over the same period of 2014. The decreases in income from operations for the three and six month periods ending June 30, 2015, were primarily
due to reductions in revenue and pricing pressure that resulted in customer price reductions, partially offset by reductions in direct and indirect costs resulting primarily from head count reductions and other cost reduction measures.
Production Technologies
Results of Operations: Three and Six Months Ended June 30, 2015, Compared to the Three and Six Months Ended June 30, 2014
Revenue for the Production Technologies segment for the three months ended June 30, 2015, decreased by $0.1 million, or 4.7%, from the same period in 2014 due to decreased sales of international valve equipment and domestic sales of electric submersible pumps (“ESP”) in the CBM market offset by increased sales of rod pump equipment. For the six
months ended June 30, 2015, revenue increased by $1.2 million, or 22.8%, relative to the same period in 2014 as sales of rod pump equipment in domestic oil markets increased.
Production Technologies gross margin decreased by $0.6 million, or 51.2%, for the three months ended June 30, 2015, as compared to the same period in 2014, and gross margin as a percentage of revenue decreased to 21.7% for the three months ended June 30,
2015, from 42.5% for the same period in 2014. These decreases are due to product mix from decreased international PetrovalveTM sales replaced by increased domestic rod pump component sales which carry lower margins. Gross margin decreased $0.5 million for the six months ended June 30, 2015, and gross margin as a percentage of revenue decreased to 21.0%, compared to 36.2% for
27
the
same period in 2014, primarily due to decreased revenue from higher margin international valve sales with product mix shifting to lower margin rod pump equipment in the first half of 2015.
As a result of the shift in focus towards oil production markets and away from CBM markets, the Company evaluated its CBM inventory during the second quarter of 2015. This evaluation led to the recording of an impairment of $0.8 million in CBM inventory.
Income from operations decreased $2.0 million for the three months ended June 30, 2015, compared to the same period in 2014, and
decreased $2.5 million for the six months ended June 30, 2015, compared to the same period in 2014. Income from operations excluding the impairment decreased by $1.2 million for the three months ended June 30, 2015 compared to the same period in 2014 and decreased by $1.7 million for the six months ended June 30, 2015 compared to the same period in 2014. This decrease is primarily due to product mix and increases in SG&A costs attributable to employee-related expenses as the segment continues to refocus and reposition for growth. The Production Technologies segment’s progress towards serving the oil market should build on the recent growth position achieved in the domestic rod pump
market. New product and service offerings, including those associated with the IAL acquisition in January 2015, being introduced in the second half of 2015 should leverage this achievement by introducing new technologies in Hydraulic Pumping Units and ESPs. These new products will position the Company for differentiation in the oil basins currently pursued by Production Technologies.
Off-Balance Sheet Arrangements
There have been no transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as “structured finance” or “special purpose entities” (“SPEs”), established for the purpose of facilitating off-balance sheet arrangements or other contractually
narrow or limited purposes. As of June 30, 2015, the Company was not involved in any unconsolidated SPEs.
The Company has not made any guarantees to customers or vendors nor does the Company have any off-balance sheet arrangements or commitments that have, or are reasonably likely to have, a current or future effect on the Company’s financial condition, change in financial condition, revenue, expenses, results of operations, liquidity, capital expenditures or capital resources that would be material
to investors.
Critical Accounting Policies and Estimates
The Company’s Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Preparation of these statements requires management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying footnotes. Part II, Item 8, Financial Statements and Supplementary Data, Note 2 of “Notes to Unaudited Consolidated Financial Statements” and Part II, Item 7, Management’s Discussion and Analysis of Financial Conditions and Results of Operations, “Critical Accounting Policies and Estimates” of the Company’s Annual
Report, and the “Notes to Unaudited Consolidated Financial Statements” of this Quarterly Report describe the significant accounting policies and critical accounting estimates used to prepare the consolidated financial statements. Critical accounting policies and estimates are defined as those that are both most important to the portrayal of the Company’s financial condition and results of operations and require management’s most subjective judgments. The Company regularly reviews and challenges judgments, assumptions and estimates related to critical accounting policies. The Company’s estimates and assumptions are based on historical experience and expected changes in the business environment; however, actual
results may materially differ from the estimates.
As part of the acquisition process, the Company reaffirmed policies and estimates surrounding business combinations in accordance with GAAP, specifically, utilizing the guidance of Accounting Standards Codification (“ASC”) Topic 805, “Business Combinations.” ASC Topic 805 requires an acquiring entity in a transaction to recognize all of the identifiable assets acquired and liabilities assumed at their estimated fair values on the acquisition date, to recognize and measure pre-acquisition contingencies, including contingent consideration, at fair value (if possible), to remeasure liabilities related to contingent consideration at fair value in each subsequent reporting period and to expense all acquisition relates costs. Though the
Company has followed business combination accounting guidance, there have been no significant changes in the Company’s critical accounting estimates during the six months ended June 30, 2015.
28
Application of New Accounting Standards
Effective January 1, 2015, the Company adopted the accounting guidance in Accounting Standards Update (“ASU”) No. 2014-08, “Presentation
of Financial Statements and Property, Plant, and Equipment - Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which amends the definition of a discontinued operation by raising the threshold for a disposal to qualify as discontinued operations. The ASU will also require entities to provide additional disclosures about discontinued operations as well as disposal transactions that do not meet the discontinued operations criteria. Implementation of this standard did not have a material effect on the consolidated financial statements.
Effective January 1, 2015, the Company adopted the accounting guidance in ASU No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That
a Performance Target Could Be Achieved after the Requisite Service Period.” The ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Implementation of this standard did not have a material effect on the consolidated financial statements or the Company’s current awards under its existing stock-based compensation plans.
New Accounting Requirements and Disclosures
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts
with Customers.” The ASU will supersede most of the existing revenue recognition requirements in U.S. GAAP and will require entities to recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The new standard also requires significantly expanded disclosures regarding the qualitative and quantitative information of an entity’s nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In July 2015, the FASB deferred the effective date by one year to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.
Early adoption is permitted, but not before the original effective date of reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures.
In January 2015, the FASB issued ASU No. 2015-01, “Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASU eliminates from generally accepted accounting principles (“GAAP”) the concept of extraordinary items and the need for an entity to separately classify, present, and disclose extraordinary events and transactions, while retaining certain presentation and disclosure guidance for items that are unusual in nature or occur
infrequently. The pronouncement is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period and may be applied retrospectively, with early application permitted. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures.
In February 2015, the FASB issued ASU No. 2015-02, “Amendments to the Consolidation Analysis.” The amendment eliminates the deferral of certain consolidation standards for entities considered to be investment companies and modifies the consolidation analysis performed on certain types of legal entities. The pronouncement is effective
for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period and may be applied retrospectively, with early application permitted. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures.
In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” The accounting guidance requires that debt issuance costs related to a recognized debt liability be reported on the Consolidated Statements of Financial Condition as a direct deduction from the carrying amount of that debt liability. The pronouncement is effective for annual
reporting periods beginning after December 15, 2015, including interim periods within that reporting period with early application permitted for financial statements that have not been previously issued. The Company is currently evaluating the impact the pronouncement will have on the consolidated financial statements and related disclosures.
29
Capital Resources and Liquidity
Overview
Ongoing capital
requirements arise from the Company’s need to service debt, acquire and maintain equipment, fund working capital requirements, and when the opportunities arise, to make strategic acquisitions and repurchase company stock. During the first six months of 2015, the Company funded capital requirements primarily with operating cash flows and debt financing.
The Company’s primary source of debt financing is its Credit Facility with PNC Bank. This Credit Facility contains provisions for a revolving credit facility of up to $75.0 million and a term
loan secured by substantially all of the Company’s domestic real and personal property, including accounts receivable, inventory, land, buildings, equipment and other intangible assets. As of June 30, 2015, the Company had $23.2 million in outstanding borrowings under the revolving debt portion of the credit facility and $29.0 million outstanding under the term loan. At June 30, 2015, the Company was in compliance with all debt covenants. Significant
terms of the Company’s credit facility are discussed in Part I, Item 1 — “Financial Statements” in Note 10 of “Notes to Unaudited Consolidated Financial Statements” in this Quarterly Report.
The Company expects to generate sufficient cash from operations to fund its capital expenditures and make required payments on the term loan. If necessary, the Company will utilize its available capacity under the revolving credit facility to fulfill its liquidity needs. As of June 30, 2015, the Company
had available borrowing capacity under its revolving line of credit of $49.7 million and available cash of $2.5 million resulting in total liquidity of $52.2 million. For the remainder of 2015, the Company plans to spend approximately $16 million for committed and planned capital expenditures, inclusive of approximately $10 million for new R&I facilities.
Any excess cash generated may be used to pay down the level of debt, repurchase company stock or be retained for future use. The Company may pursue acquisitions when strategic opportunities arise and may access external
financing to fund those acquisitions, if needed.
Net Debt
Net debt represents total debt less cash and cash equivalents and combines the Company’s indebtedness and the cash and cash equivalents that could be used to repay that debt. Components of net debt are as follows (in thousands):
Effect of changes in exchange rates on cash and cash equivalents
(164
)
29
Net increase (decrease)
in cash and cash equivalents
$
1,209
$
(504
)
30
Operating Activities
Net cash provided by operating activities was $11.5 million
and $18.4 million during the six months ended June 30, 2015, and 2014, respectively. Consolidated net loss for the six months ended June 30, 2015, totaled $14.1 million, compared to consolidated net income of $23.1 million for the six months ended June 30, 2014.
During the six months ended June 30, 2015, net non-cash contributions to net income totaled $23.1
million. Contributory non-cash items consisted of $20.4 million for the impairment of inventory and rental equipment, $9.4 million for depreciation and amortization and $6.9 million for stock-based compensation expense. Non-cash reductions to net income included $9.3 million for net decreases in deferred income taxes, $2.0 million for net gains on asset disposals and $2.1 million for recognized incremental tax benefits related to the Company’s share based awards.
During the six months ended June
30, 2014, net non-cash contributions to net income totaled $8.5 million, primarily consisting of $9.0 million for depreciation and amortization and $4.8 million for stock compensation expense, partially offset by $3.4 million recognized incremental tax benefits related to the Company’s share based awards, $1.4 million for net gain on sale of assets and $0.4 million for deferred income taxes.
During the six months ended June 30, 2015, net working capital
was increased by $2.4 million. Improvements to working capital came from decreasing accounts receivable by $22.2 million and decreasing other current assets by $3.9 million. The improvements to working capital were partially offset by increasing inventory by $16.5 million, decreasing accounts payable by $6.0 million, and decreasing accrued liabilities by $1.0 million.
During the six months ended June 30, 2014, net working capital was reduced by $13.1 million. Working capital was used to increase inventory by $18.8 million, increase other current assets by $5.3 million, decrease accrued liabilities by $0.7
million, and increase accounts receivable by $0.5 million. The reductions to working capital were partially offset by increased accounts payable of $10.7 million and increased income taxes payable of $1.5 million.
Investing Activities
Net cash used in investing activities was $8.3 million for the six months ended June 30, 2015. Cash used by investing activities in 2015 were for capital expenditures of $9.0 million and the cash payments for the acquisition of IAL and various patents of $1.5 million, partially offset by $2.2 million of proceeds received from the sale of fixed assets.
Net
cash used in investing activities was $13.6 million for the six months ended June 30, 2014. Cash used by investing activities in 2014 were for capital expenditures of $9.2 million, the net cash payments for the acquisition of EOGA, Sitelark and various patents of $6.3 million, partially offset by $2.0 million of proceeds received from the sale of fixed assets.
Financing Activities
Net cash used by financing activities was $1.8 million for the six months ended June 30, 2015. Cash used by financing activities was
primarily due to $7.3 million for the repurchase of common stock and $5.3 million for purchases of treasury stock for tax withholding purposes related to the vesting of restricted stock awards and the exercise of non-qualified stock options. Cash used by financing activities was partially offset by increased borrowing of $8.1 million net of repayments of debt, proceeds from the excess tax benefit related to stock-based compensation of $2.1 million, proceeds from the sale of common stock of $0.5 million.
Net cash used by financing activities was $5.4 million for the six months ended June 30, 2014. Cash used by financing activities was primarily due
to $5.2 million for repayments of debt, net of borrowings, $6.0 million for purchases of treasury stock for tax withholding purposes related to vesting of restricted stock awards, and debt issuance costs of $0.1 million. Cash used by financing activities was partially offset by proceeds from the exercise of stock warrants of $1.5 million, proceeds from the excess tax benefit related to stock-based compensation of $3.4 million, proceeds from the sale of common stock of $0.5 million and proceeds from the exercise of stock options of $0.5 million.
Although the Company has no immediate intention to access the capital markets, the Company intends to file a “universal” shelf registration with the Securities and Exchange Commission in the future. This shelf
registration statement will register the issuance and sale from time to time of various securities by the Company, including but not limited to senior notes, subordinated notes, preferred stock, common stock, and warrants. Once this shelf registration statement is filed with the Securities and Exchange Commission and becomes effective, the Company will have the financial flexibility to access the capital markets quickly and efficiently from time to time as the need may arise.
31
Contractual Obligations
Cash
flows from operations are dependent on a variety of factors, including fluctuations in operating results, accounts receivable collections, inventory management, and the timing of payments for goods and services. Correspondingly, the impact of contractual obligations on the Company’s liquidity and capital resources in future periods is analyzed in conjunction with such factors.
Material contractual obligations consist of repayment of amounts borrowed on the Company’s Credit Facility with PNC Bank and payment of operating lease obligations. Contractual obligations at June 30, 2015 are as follows (in thousands):
Payments
Due by Period
Total
Less than 1 year
1 - 3 years
3 - 5 years
More than 5 years
Term loan
$
28,970
$
7,143
$
21,827
$
—
$
—
Interest
expense on term loan (1)
2,522
1,176
1,346
—
—
Borrowings
under revolving credit facility (2)
23,189
23,189
—
—
—
Operating
lease obligations
24,792
2,736
4,853
4,019
13,184
Total
$
79,473
$
34,244
$
28,026
$
4,019
$
13,184
(1) Interest
expense amounts assume interest rates on this variable rate obligation remain unchanged from June 30, 2015 rates. The weighted-average interest rate is 2.51% at June 30, 2015.
(2) The borrowing is classified as current debt. The weighted-average interest rate is 1.97% at June 30, 2015.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk from changes
in interest rates and, to a limited extent, commodity prices and foreign currency exchange rates. There have been no material changes to the quantitative or qualitative disclosures about market risk set forth in Part II, Item 7A of the Company’s Annual Report.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports filed or submitted under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures are also designed to ensure such information is accumulated and communicated to management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance that control objectives are attained. The Company’s disclosure
controls and procedures are designed to provide such reasonable assurance.
The Company’s management, with the participation of the principal executive and principal financial officers, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2015, as required by Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, the principal executive and principal financial officers have concluded that the Company’s disclosure controls and procedures were effective as of June 30,
2015.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s system of internal control over financial reporting during the three months ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
32
PART
II - OTHER INFORMATION
Item 1. Legal Proceedings
Litigation
The Company is subject to routine litigation and other claims that arise in the normal course of business. Management is not aware of any pending or threatened lawsuits or proceedings that are expected to have a material effect on the Company’s financial position, results of operations or liquidity.
EPA Environmental Proceeding
On January 9, 2015, FC Pro,
LLC (“FC Pro”), a wholly-owned subsidiary of the Company, received a letter and proposed consent agreement and final order from the United States Environmental Protection Agency (“EPA”) concerning alleged violations of the federal hazardous waste regulations at FC Pro’s specialty chemical blending facility in Waller, Texas. Specifically, EPA alleged that FC Pro failed to comply with certain notification, operating, and reporting requirements applicable to generators or large quantity generators of hazardous waste. FC Pro has resolved the alleged violations pursuant to a consent agreement and final order dated effective as of April 22, 2015, under which it did not admit or deny the allegations and has paid an administrative penalty of $410,868, obtained an EPA identification number, and developed certain specified operating
procedures. Since this enforcement case was initiated, FC Pro has made changes to its operating practices at its Waller facility that it believes has resulted in it no longer generating hazardous waste at that facility.
Item 1A. Risk Factors
There have been no material changes to the risk factors set forth in Part I, Item 1A of the Company’s Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Repurchases of the
Company’s equity securities during the three months ended June 30, 2015, are as follows:
(1)
The Company purchased shares of its common stock (a) to satisfy tax withholding requirements and payment remittance obligations related to period vesting of restricted shares and exercise of non-qualified stock options, (b) to satisfy payments required for common stock upon the exercise of stock options, and (c) as part of a publicly announced repurchase program on the open market.
(2) In November 2012, the Company’s Board of Directors authorized the repurchase of up to $25 million of the Company’s common stock. Repurchases may be made in open market or privately negotiated transactions. Through June 30,
2015, the Company has repurchased $17.7 million of its common stock and $7.3 million may yet be used to purchase shares.
(3) In June 2015, the Company’s Board of Directors authorized the repurchase of up to an additional $50 million of the Company’s common stock. Repurchases may be made in open market or privately negotiated transactions. Through June 30, 2015, the Company has
not repurchased any of its common stock under this authorization and $50.0 million may yet be used to purchase shares.
Form of Certificate of Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit A to the Certificate of Designations for Series A Cumulative Convertible Preferred Stock filed as Exhibit 3.1 to the Company’s Form 8-K
filed on August 17, 2009).
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, thereunto duly authorized.
