DELAWARE
|
74-2148293
|
(STATE OR OTHER JURISDICTION OF
|
(I.R.S. EMPLOYER
|
INCORPORATION OR ORGANIZATION)
|
IDENTIFICATION NO.)
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|
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24955 INTERSTATE 45 NORTH
|
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THE WOODLANDS, TEXAS
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77380
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(ZIP CODE)
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|
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REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE:
(281) 367-1983
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
|
|
|
|
COMMON STOCK, PAR VALUE $.01 PER SHARE
|
NEW YORK STOCK EXCHANGE
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(TITLE OF CLASS)
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(NAME OF EXCHANGE ON WHICH REGISTERED)
|
|
|
S
ECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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LARGE ACCELERATED FILER [ ]
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ACCELERATED FILER [ X ]
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NON-ACCELERATED FILER [ ]
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SMALLER REPORTING COMPANY [ ]
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Part I
|
|
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Part II
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|
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Part III
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|
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Part IV
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|
Item 16.
|
Form 10-K Summary
|
•
|
economic and operating conditions that are outside of our control, including the supply, demand, and prices of crude oil and natural gas;
|
•
|
the levels of competition we encounter;
|
•
|
the activity levels of our customers;
|
•
|
our operational performance;
|
•
|
the availability of raw materials and labor at reasonable prices;
|
•
|
risks related to acquisitions and our growth strategy;
|
•
|
our ability to comply with the financial covenants in our debt agreements and the consequences of any failure to comply with such financial covenants;
|
•
|
the availability of adequate sources of capital to us;
|
•
|
the effect and results of litigation, regulatory matters, settlements, audits, assessments, and contingencies;
|
•
|
risks related to our foreign operations;
|
•
|
information technology risks including the risk from cyberattack, and
|
•
|
other risks and uncertainties under “Item 1A. Risk Factors” in this Annual Report and as included in our other filings with the U.S. Securities and Exchange Commission (“SEC”), which are available free of charge on the SEC website at
www.sec.gov.
|
•
|
In May 2016, we repurchased an aggregate principal amount of $100.0 million of our Series 2010-A Senior Notes, Series 2010-B Senior Notes, and Series 2013 Senior Notes, representing the total outstanding principal amount of those notes.
|
•
|
In June 2016, we issued and sold 11.5 million shares of common stock in a public offering.
|
•
|
In July and December 2016, we entered into amendments of the agreements governing our bank revolving credit facility and our 11% Senior Note to, among other things, favorably amend certain financial covenants.
|
•
|
In December 2016, we issued and sold 22.3 million shares of common stock and warrants to purchase 11.2 million shares of common stock in a public offering.
|
•
|
In the June 2016 and December 2016 equity offerings we received aggregate net proceeds of
$168.3 million
, which were primarily used to retire outstanding long-term debt.
|
•
|
In May 2016 and November 2016, our CSI Compressco LP subsidiary ("CCLP") entered into amendments of the agreement governing its bank revolving credit facility to, among other things, favorably amend certain financial covenants
.
|
•
|
In August 2016 and September 2016, CCLP issued and sold its newly authorized Series A Convertible Preferred Units in a private placement and used the aggregate net proceeds of $77.3 million to reduce outstanding long-term debt. We purchased a portion of the CCLP Preferred Units for $10.0 million.
|
Range of Horsepower Per Package
|
|
Number of Packages
|
|
Aggregate Horsepower
|
|
% of Total Aggregate Horsepower
|
|
|
|
|
|
|
|
|
|
0 - 100
|
|
3,904
|
|
183,100
|
|
16.4
|
%
|
101 - 800
|
|
1,626
|
|
457,809
|
|
41.1
|
%
|
Over 800
|
|
353
|
|
473,403
|
|
42.5
|
%
|
Total
|
|
5,883
|
|
1,114,312
|
|
100
|
%
|
•
|
submit well blowout prevention measures and contingency plans, including demonstrating access to subsea blowout containment resources;
|
•
|
abide by new permitting standards requiring detailed, independently certified descriptions of well design, casing, and cementing;
|
•
|
follow new performance-based standards for offshore drilling and production operations
|
•
|
enhance the safety of operations by reducing the frequency and severity of accidents; and
|
•
|
certify that the operator has complied with all regulations.
|
(1)
|
We would be required to indemnify our customer for any claims for injury, death, or property loss or destruction made against them by us or our subcontractors or our subcontractor’s employees. The customer would be required to indemnify us for any claims for injury, death, or property loss or destruction made against us by the customer or its other subcontractors or the employees of the customer or its other subcontractors. These indemnities are intended to apply regardless of the cause of such claims, including but not limited to, the negligence of the indemnified party. Our insurance is structured to cover the cost of defense and any resulting liability from all indemnified claims, up to policy limits.
|
(2)
|
The customer would be required to indemnify us for all claims for injury, death, or property loss or destruction made against us by a third party that arise out of the catastrophic event, regardless of the cause of such claims, including but not limited to, our negligence or our subcontractors’ negligence. Our insurance is structured to cover the cost of defense and any resulting liability from all such claims; however, our insurance would be applicable to the claim only if the customer defaulted or otherwise breached its indemnity obligations to us.
|
(3)
|
The customer would be required to indemnify us for all claims made against us for environmental pollution or contamination that arise out of the catastrophic event, regardless of the cause of such claims, including our negligence or the negligence of our subcontractors. Our insurance is structured to cover the cost of defense and any resulting liability from all such claims; however, our insurance would be applicable to the claim only if the customer defaulted or otherwise breached its indemnity obligations to us.
|
•
|
our previously existing ownership interest in the common units of CCLP will decrease;
|
•
|
the amount of cash available for distribution on each CCLP common unit may decrease;
|
•
|
the voting power attributable to our previously existing CCLP common units will be diminished; and
|
•
|
the market price of CCLP common units may decline.
|
•
|
restrictions on repatriating cash back to the United States;
|
•
|
the impact of compliance with anti-corruption laws on our operations and competitive position in affected countries and the risk that actions taken by us or our agents may violate those laws;
|
•
|
government controls and government actions, such as expropriation of assets and changes in legal and regulatory environments;
|
•
|
import and export license requirements;
|
•
|
political, social, or economic instability;
|
•
|
trade restrictions;
|
•
|
changes in tariffs and taxes;
and
|
•
|
our limited knowledge of these markets or our inability to protect our interests.
|
TETRA Hedron
|
Derrick barge with 1,600-metric-ton revolving crane
|
TETRA Arapaho
|
Derrick barge with 725-metric-ton revolving crane
|
Epic Explorer
|
210-foot dive support vessel with saturation diving system
|
|
|
High
|
|
Low
|
||||
2016
|
|
|
|
|
|
|
||
First Quarter
|
|
$
|
7.81
|
|
|
$
|
4.62
|
|
Second Quarter
|
|
7.75
|
|
|
4.65
|
|
||
Third Quarter
|
|
6.77
|
|
|
5.33
|
|
||
Fourth Quarter
|
|
6.34
|
|
|
4.36
|
|
||
2015
|
|
|
|
|
|
|
||
First Quarter
|
|
$
|
6.84
|
|
|
$
|
4.72
|
|
Second Quarter
|
|
7.52
|
|
|
5.85
|
|
||
Third Quarter
|
|
7.76
|
|
|
4.62
|
|
||
Fourth Quarter
|
|
9.44
|
|
|
5.66
|
|
Period
|
|
Total Number
of Shares Purchased
|
|
|
|
Average
Price
Paid per Share
|
|
Total Number of Shares
Purchased as Part of
Publicly Announced Plans or Programs
(1)
|
|
Maximum Number (or
Approximate Dollar Value) of
Shares that May Yet be
Purchased Under the Publicly Announced Plans or Programs
(1)
|
||||||
Oct 1 – Oct 31, 2016
|
|
380
|
|
|
(2)
|
|
$
|
5.45
|
|
|
—
|
|
|
$
|
14,327,000
|
|
Nov 1 – Nov 30, 2016
|
|
20,799
|
|
|
(2)
|
|
5.09
|
|
|
—
|
|
|
14,327,000
|
|
||
Dec 1 – Dec 31, 2016
|
|
1,728
|
|
|
(2)
|
|
5.66
|
|
|
—
|
|
|
14,327,000
|
|
||
Total
|
|
22,907
|
|
|
|
|
|
|
|
—
|
|
|
$
|
14,327,000
|
|
(1)
|
In January 2004, our Board of Directors authorized the repurchase of up to $20 million of our common stock.
Purchases will be made from time to time in open market transactions at prevailing market prices. The repurchase program may continue until the authorized limit is reached, at which time the Board of Directors may review the option of increasing the authorized limit.
|
(2)
|
Shares we received in connection with the exercise of certain employee stock options or the vesting of certain employee restricted stock. These shares were not acquired pursuant to the stock repurchase program.
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||
|
|
(In Thousands, Except Per Share Amounts)
|
|||||||||||||||||||
Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
694,764
|
|
|
$
|
1,130,145
|
|
|
$
|
1,077,567
|
|
|
$
|
909,398
|
|
|
$
|
880,831
|
|
|
Gross profit
|
|
51,417
|
|
|
189,236
|
|
|
95,044
|
|
|
135,392
|
|
|
167,380
|
|
|
|||||
General and administrative expense
|
|
115,964
|
|
|
157,812
|
|
|
142,689
|
|
|
131,466
|
|
|
131,649
|
|
|
|||||
Goodwill impairment
|
|
106,205
|
|
|
177,006
|
|
|
64,295
|
|
|
—
|
|
|
—
|
|
|
|||||
Interest expense
|
|
59,996
|
|
|
55,165
|
|
|
35,711
|
|
|
18,278
|
|
|
18,214
|
|
|
|||||
Interest income
|
|
(1,370
|
)
|
|
(690
|
)
|
|
(745
|
)
|
|
(296
|
)
|
|
(297
|
)
|
|
|||||
Other (income) expense, net
|
|
7,712
|
|
|
1,704
|
|
|
10,965
|
|
|
(13,928
|
)
|
|
(10,369
|
)
|
|
|||||
Income (loss) before discontinued operations
|
|
(239,393
|
)
|
|
(209,467
|
)
|
|
(167,575
|
)
|
|
3,326
|
|
|
18,754
|
|
|
|||||
Net income (loss)
|
|
(239,393
|
)
|
|
(209,467
|
)
|
|
(167,575
|
)
|
|
3,325
|
|
|
18,757
|
|
|
|||||
Net income (loss) attributable to TETRA stockholders
|
|
$
|
(161,462
|
)
|
|
$
|
(126,183
|
)
|
|
$
|
(169,678
|
)
|
|
$
|
153
|
|
|
$
|
15,960
|
|
|
Income (loss) per share, before discontinued operations attributable to TETRA stockholders
|
|
$
|
(1.85
|
)
|
|
$
|
(1.59
|
)
|
|
$
|
(2.16
|
)
|
|
$
|
—
|
|
|
$
|
0.21
|
|
|
Average shares
|
|
87,286
|
|
|
79,169
|
|
|
78,600
|
|
|
77,954
|
|
|
77,293
|
|
|
|||||
Income (loss) per diluted share, before discontinued operations attributable to TETRA stockholders
|
|
$
|
(1.85
|
)
|
|
$
|
(1.59
|
)
|
|
$
|
(2.16
|
)
|
|
$
|
—
|
|
|
$
|
0.20
|
|
|
Average diluted shares
|
|
87,286
|
|
(1)
|
79,169
|
|
(2)
|
78,600
|
|
(2)
|
78,840
|
|
(3)
|
77,963
|
|
(4)
|
(1)
|
For
the year ended
December 31, 2016
, the calculation of average diluted shares outstanding excludes the impact of all outstanding stock options and warrants, as the inclusion of these shares would have been antidilutive due to the net loss recorded during the year.
|
(2)
|
For
the years ended
December 31, 2015
and 2014, the calculation of average diluted shares outstanding excludes the impact of all outstanding stock options, as the inclusion of these shares would have been antidilutive due to the net loss recorded during the year.
|
(3)
|
For
the year ended
December 31, 2013
, the calculation of average diluted shares outstanding excludes the impact of
2,061,534
average outstanding stock options that would have been antidilutive.
|
(4)
|
For
the year ended
December 31, 2012
, the calculation of average diluted shares outstanding excludes the impact of
2,832,192
average outstanding stock options that would have been antidilutive
|
|
|
December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital
|
|
$
|
158,906
|
|
|
$
|
168,783
|
|
|
$
|
121,476
|
|
|
$
|
200,227
|
|
|
$
|
177,632
|
|
Total assets
|
|
1,315,540
|
|
|
1,636,202
|
|
|
2,063,522
|
|
|
1,203,786
|
|
|
1,259,582
|
|
|||||
Long-term debt, net
|
|
623,730
|
|
|
853,228
|
|
|
826,095
|
|
|
384,980
|
|
|
329,032
|
|
|||||
Decommissioning and other long-term liabilities
|
|
78,894
|
|
|
83,548
|
|
|
93,366
|
|
|
48,282
|
|
|
80,427
|
|
|||||
CCLP Series A Preferred Units
|
|
77,062
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Warrant Liability
|
|
18,503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total equity
|
|
400,466
|
|
|
514,180
|
|
|
765,601
|
|
|
597,498
|
|
|
593,308
|
|
|
December 31, 2016
|
||||||||||||||
Condensed Consolidating Balance Sheet
|
TETRA
|
|
CCLP
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(In Thousands)
|
||||||||||||||
Cash, excluding restricted cash
|
$
|
9,043
|
|
|
$
|
20,797
|
|
|
$
|
—
|
|
|
$
|
29,840
|
|
Affiliate receivables
|
6,180
|
|
|
—
|
|
|
(6,180
|
)
|
|
—
|
|
||||
Other current assets
|
164,744
|
|
|
81,207
|
|
|
|
|
245,951
|
|
|||||
Property, plant and equipment, net
|
298,445
|
|
|
647,006
|
|
|
—
|
|
|
945,451
|
|
||||
Other assets, including investment in CCLP
|
44,542
|
|
|
37,130
|
|
|
12,626
|
|
|
94,298
|
|
||||
Total assets
|
$
|
522,954
|
|
|
$
|
786,140
|
|
|
$
|
6,446
|
|
|
$
|
1,315,540
|
|
|
|
|
|
|
|
|
|
||||||||
Affiliate payables
|
$
|
—
|
|
|
$
|
6,180
|
|
|
$
|
(6,180
|
)
|
|
$
|
—
|
|
Current portion of long-term debt
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
||||
Other current liabilities
|
73,121
|
|
|
43,734
|
|
|
|
|
116,855
|
|
|||||
Long-term debt, net
|
119,640
|
|
|
504,090
|
|
|
—
|
|
|
623,730
|
|
||||
CCLP Series A Preferred Units
|
—
|
|
|
88,130
|
|
|
(11,068
|
)
|
|
77,062
|
|
||||
Warrant liability
|
18,503
|
|
|
—
|
|
|
—
|
|
|
18,503
|
|
||||
Other non-current liabilities
|
78,137
|
|
|
757
|
|
|
|
|
|
78,894
|
|
||||
Total equity
|
233,523
|
|
|
143,249
|
|
|
23,694
|
|
|
400,466
|
|
||||
Total liabilities and equity
|
$
|
522,954
|
|
|
$
|
786,140
|
|
|
$
|
6,446
|
|
|
$
|
1,315,540
|
|
•
|
increases in technologically driven deepwater oil and gas well completions in the Gulf of Mexico;
|
•
|
applications for many of our products and services in the
continuing
exploitation and development of shale reservoirs;
|
•
|
increased regulatory requirements governing the abandonment and decommissioning work on aging offshore platforms and wells in the Gulf of Mexico; and
|
•
|
increases in selected international oil and gas exploration and development activities.
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
2016 vs 2015
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
694,764
|
|
|
$
|
1,130,145
|
|
|
$
|
(435,381
|
)
|
|
(38.5
|
)%
|
Gross profit
|
|
51,417
|
|
|
189,236
|
|
|
(137,819
|
)
|
|
(72.8
|
)%
|
|||
Gross profit as a percentage of revenue
|
|
7.4
|
%
|
|
16.7
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
115,964
|
|
|
157,812
|
|
|
(41,848
|
)
|
|
(26.5
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
|
16.7
|
%
|
|
14.0
|
%
|
|
|
|
|
|
||||
Goodwill impairment
|
|
106,205
|
|
|
177,006
|
|
|
(70,801
|
)
|
|
|
||||
Interest expense, net
|
|
58,626
|
|
|
54,477
|
|
|
4,149
|
|
|
7.6
|
%
|
|||
(Gain) loss on sale of assets
|
|
(2,357
|
)
|
|
(4,375
|
)
|
|
2,018
|
|
|
|
|
|||
Warrants fair value adjustment
|
|
2,106
|
|
|
—
|
|
|
2,106
|
|
|
|
||||
CCLP Series A Preferred fair value adjustment
|
|
4,404
|
|
|
—
|
|
|
4,404
|
|
|
|
||||
Other (income) expense, net
|
|
3,559
|
|
|
6,079
|
|
|
(2,520
|
)
|
|
|
|
|||
Loss before taxes and discontinued operations
|
|
(237,090
|
)
|
|
(201,763
|
)
|
|
(35,327
|
)
|
|
|
|
|||
Income (loss) before taxes as a percentage of revenue
|
|
(34.1
|
)%
|
|
(17.9
|
)%
|
|
|
|
|
|
|
|||
Provision (benefit) for income taxes
|
|
2,303
|
|
|
7,704
|
|
|
(5,401
|
)
|
|
|
|
|||
Net loss
|
|
(239,393
|
)
|
|
(209,467
|
)
|
|
(29,926
|
)
|
|
|
|
|||
Net (income) loss attributable to noncontrolling interest
|
|
77,931
|
|
|
83,284
|
|
|
(5,353
|
)
|
|
|
|
|||
Net loss attributable to TETRA stockholders
|
|
$
|
(161,462
|
)
|
|
$
|
(126,183
|
)
|
|
$
|
(35,279
|
)
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
2016 vs 2015
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
246,595
|
|
|
$
|
424,044
|
|
|
$
|
(177,449
|
)
|
|
(41.8
|
)%
|
Gross profit
|
|
36,888
|
|
|
111,969
|
|
|
(75,081
|
)
|
|
(67.1
|
)%
|
|||
Gross profit as a percentage of revenue
|
|
15.0
|
%
|
|
26.4
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
27,650
|
|
|
32,576
|
|
|
(4,926
|
)
|
|
(15.1
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
|
11.2
|
%
|
|
7.7
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
|
(4
|
)
|
|
(258
|
)
|
|
254
|
|
|
|
|
|||
Other (income) expense, net
|
|
(1,189
|
)
|
|
(1,138
|
)
|
|
(51
|
)
|
|
|
|
|||
Income before taxes and discontinued operations
|
|
$
|
10,431
|
|
|
$
|
80,789
|
|
|
$
|
(70,358
|
)
|
|
(87.1
|
)%
|
Income before taxes and discontinued operations as a percentage of revenue
|
|
4.2
|
%
|
|
19.1
|
%
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
2016 vs 2015
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
63,618
|
|
|
$
|
133,904
|
|
|
$
|
(70,286
|
)
|
|
(52.5
|
)%
|
Gross profit (loss)
|
|
(13,317
|
)
|
|
(3,046
|
)
|
|
(10,271
|
)
|
|
337.2
|
%
|
|||
Gross profit (loss) as a percentage of revenue
|
|
(20.9
|
)%
|
|
(2.3
|
)%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
9,806
|
|
|
17,726
|
|
|
(7,920
|
)
|
|
(44.7
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
|
15.4
|
%
|
|
13.2
|
%
|
|
|
|
|
|
|
|||
Goodwill impairment
|
|
13,871
|
|
|
37,562
|
|
|
(23,691
|
)
|
|
|
|
|||
Interest (income) expense, net
|
|
(594
|
)
|
|
(89
|
)
|
|
(505
|
)
|
|
|
|
|||
Other (income) expense, net
|
|
(929
|
)
|
|
(2,525
|
)
|
|
1,596
|
|
|
|
|
|||
Loss before taxes and discontinued operations
|
|
$
|
(35,471
|
)
|
|
$
|
(55,720
|
)
|
|
$
|
20,249
|
|
|
36.3
|
%
|
Loss before taxes and discontinued operations as a percentage of revenue
|
|
(55.8
|
)%
|
|
(41.6
|
)%
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
2016 vs 2015
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
311,374
|
|
|
$
|
457,639
|
|
|
$
|
(146,265
|
)
|
|
(32.0
|
)%
|
Gross profit
|
|
37,681
|
|
|
73,135
|
|
|
(35,454
|
)
|
|
(48.5
|
)%
|
|||
Gross profit as a percentage of revenue
|
|
12.1
|
%
|
|
16.0
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
36,199
|
|
|
43,356
|
|
|
(7,157
|
)
|
|
(16.5
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
|
11.6
|
%
|
|
9.5
|
%
|
|
|
|
|
|
|
|||
Goodwill impairment
|
|
92,334
|
|
|
139,444
|
|
|
(47,110
|
)
|
|
|
||||
Interest (income) expense, net
|
|
38,055
|
|
|
34,964
|
|
|
3,091
|
|
|
|
|
|||
CCLP Series A Preferred fair value adjustment
|
|
5,036
|
|
|
—
|
|
|
5,036
|
|
|
|
||||
Other (income) expense, net
|
|
2,383
|
|
|
2,169
|
|
|
214
|
|
|
|
|
|||
Income (loss) before taxes and discontinued operations
|
|
$
|
(136,326
|
)
|
|
$
|
(146,798
|
)
|
|
$
|
10,472
|
|
|
(7.1
|
)%
|
Income (loss) before taxes and discontinued operations as a percentage of revenue
|
|
(43.8
|
)%
|
|
(32.1
|
)%
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
2016 vs 2015
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
77,525
|
|
|
$
|
122,194
|
|
|
$
|
(44,669
|
)
|
|
(36.6
|
)%
|
Gross profit (loss)
|
|
(5,574
|
)
|
|
10,602
|
|
|
(16,176
|
)
|
|
152.6
|
%
|
|||
Gross profit as a percentage of revenue
|
|
(7.2
|
)%
|
|
8.7
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
6,454
|
|
|
10,689
|
|
|
(4,235
|
)
|
|
(39.6
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
|
8.3
|
%
|
|
8.7
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||
Other (income) expense, net
|
|
(3
|
)
|
|
108
|
|
|
(111
|
)
|
|
|
|
|||
Loss before taxes and discontinued operations
|
|
$
|
(12,025
|
)
|
|
$
|
(195
|
)
|
|
$
|
(11,830
|
)
|
|
(6,066.7
|
)%
|
Loss before taxes and discontinued operations as a percentage of revenue
|
|
(15.5
|
)%
|
|
(0.2
|
)%
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
2016 vs 2015
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
751
|
|
|
$
|
2,438
|
|
|
$
|
(1,687
|
)
|
|
(69.2
|
)%
|
Gross profit (loss)
|
|
(3,847
|
)
|
|
(2,523
|
)
|
|
(1,324
|
)
|
|
(52.5
|
)%
|
|||
General and administrative expense
|
|
1,087
|
|
|
1,281
|
|
|
(194
|
)
|
|
(15.1
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
|
144.7
|
%
|
|
52.5
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
|
12
|
|
|
29
|
|
|
(17
|
)
|
|
|
|
|||
(Gain) loss on sales of assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||
Other (income) expense, net
|
|
(3,105
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|||
Loss before taxes and discontinued operations
|
|
$
|
(1,841
|
)
|
|
$
|
(3,833
|
)
|
|
$
|
1,992
|
|
|
52.0
|
%
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2016
|
|
2015
|
|
2016 vs 2015
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Gross profit (loss) (primarily depreciation expense)
|
|
$
|
(430
|
)
|
|
$
|
(913
|
)
|
|
$
|
483
|
|
|
52.9
|
%
|
General and administrative expense
|
|
34,767
|
|
|
52,189
|
|
|
(17,422
|
)
|
|
(33.4
|
)%
|
|||
Interest (income) expense, net
|
|
21,157
|
|
|
19,829
|
|
|
1,328
|
|
|
|
|
|||
Other (income) expense, net
|
|
5,510
|
|
|
3,074
|
|
|
2,436
|
|
|
|
|
|||
(Loss) before taxes and discontinued operations
|
|
$
|
(61,864
|
)
|
|
$
|
(76,005
|
)
|
|
$
|
14,141
|
|
|
18.6
|
%
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2015
|
|
2014
|
|
2015 vs 2014
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
1,130,145
|
|
|
$
|
1,077,567
|
|
|
$
|
52,578
|
|
|
4.9
|
%
|
Gross profit
|
|
189,236
|
|
|
95,044
|
|
|
94,192
|
|
|
99.1
|
%
|
|||
Gross profit as a percentage of revenue
|
|
16.7
|
%
|
|
8.8
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
157,812
|
|
|
142,689
|
|
|
15,123
|
|
|
10.6
|
%
|
|||
General and administrative expense as a percentage of revenue
|
|
14.0
|
%
|
|
13.2
|
%
|
|
|
|
|
|
|
|||
Goodwill impairment
|
|
177,006
|
|
|
64,295
|
|
|
112,711
|
|
|
|
||||
Interest expense, net
|
|
54,477
|
|
|
34,966
|
|
|
19,511
|
|
|
55.8
|
%
|
|||
(Gain) loss on sale of assets
|
|
(4,375
|
)
|
|
(11
|
)
|
|
(4,364
|
)
|
|
|
|
|||
Other (income) expense, net
|
|
6,079
|
|
|
10,976
|
|
|
(4,897
|
)
|
|
|
|
|||
Income (loss) before taxes and discontinued operations
|
|
(201,763
|
)
|
|
(157,871
|
)
|
|
(43,892
|
)
|
|
|
|
|||
Income (loss) before taxes and discontinued operations as a percentage of revenue
|
|
(17.9
|
)%
|
|
(14.7
|
)%
|
|
|
|
|
|
|
|||
Provision (benefit) for income taxes
|
|
7,704
|
|
|
9,704
|
|
|
(2,000
|
)
|
|
|
|
|||
Income (loss) before discontinued operations
|
|
(209,467
|
)
|
|
(167,575
|
)
|
|
(41,892
|
)
|
|
|
|
|||
Income (loss) from discontinued operations, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||
Net income (loss)
|
|
(209,467
|
)
|
|
(167,575
|
)
|
|
(41,892
|
)
|
|
|
|
|||
Net income attributable to noncontrolling interest
|
|
83,284
|
|
|
(2,103
|
)
|
|
85,387
|
|
|
|
|
|||
Net income (loss) attributable to TETRA stockholders
|
|
$
|
(126,183
|
)
|
|
$
|
(169,678
|
)
|
|
$
|
43,495
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2015
|
|
2014
|
|
2015 vs 2014
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
424,046
|
|
|
$
|
437,362
|
|
|
$
|
(13,316
|
)
|
|
(3.0
|
)%
|
Gross profit
|
|
111,969
|
|
|
97,806
|
|
|
14,163
|
|
|
14.5
|
%
|
|||
Gross profit as a percentage of revenue
|
|
26.4
|
%
|
|
22.4
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
32,576
|
|
|
35,625
|
|
|
(3,049
|
)
|
|
(8.6
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
|
7.7
|
%
|
|
8.1
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
|
(258
|
)
|
|
(250
|
)
|
|
(8
|
)
|
|
|
|
|||
Other (income) expense, net
|
|
(1,140
|
)
|
|
(2,274
|
)
|
|
1,134
|
|
|
|
|
|||
Income before taxes and discontinued operations
|
|
$
|
80,791
|
|
|
$
|
64,705
|
|
|
$
|
16,086
|
|
|
24.9
|
%
|
Income before taxes and discontinued operations as a percentage of revenue
|
|
19.1
|
%
|
|
14.8
|
%
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2015
|
|
2014
|
|
2015 vs 2014
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
133,904
|
|
|
$
|
192,894
|
|
|
$
|
(58,990
|
)
|
|
(30.6
|
)%
|
Gross profit
|
|
(3,046
|
)
|
|
12,610
|
|
|
(15,656
|
)
|
|
(124.2
|
)%
|
|||
Gross profit as a percentage of revenue
|
|
(2.3
|
)%
|
|
6.5
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
17,726
|
|
|
20,512
|
|
|
(2,786
|
)
|
|
(13.6
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
|
13.2
|
%
|
|
10.6
|
%
|
|
|
|
|
|
|
|||
Goodwill impairment
|
|
37,562
|
|
|
60,358
|
|
|
(22,796
|
)
|
|
|
||||
Interest (income) expense, net
|
|
(89
|
)
|
|
(31
|
)
|
|
(58
|
)
|
|
|
|
|||
Other (income) expense, net
|
|
(2,525
|
)
|
|
(2,061
|
)
|
|
(464
|
)
|
|
|
|
|||
Income (loss) before taxes and discontinued operations
|
|
$
|
(55,720
|
)
|
|
$
|
(66,168
|
)
|
|
$
|
10,448
|
|
|
(15.8
|
)%
|
Income (loss) before taxes and discontinued operations as a percentage of revenue
|
|
(41.6
|
)%
|
|
(34.3
|
)%
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2015
|
|
2014
|
|
2015 vs 2014
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
457,639
|
|
|
$
|
282,505
|
|
|
$
|
175,134
|
|
|
62.0
|
%
|
Gross profit
|
|
73,135
|
|
|
66,527
|
|
|
6,608
|
|
|
9.9
|
%
|
|||
Gross profit as a percentage of revenue
|
|
16.0
|
%
|
|
23.5
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
43,356
|
|
|
31,969
|
|
|
11,387
|
|
|
35.6
|
%
|
|||
General and administrative expense as a percentage of revenue
|
|
9.5
|
%
|
|
11.3
|
%
|
|
|
|
|
|
|
|||
Goodwill impairment
|
|
139,444
|
|
|
—
|
|
|
139,444
|
|
|
|
||||
Interest (income) expense, net
|
|
34,964
|
|
|
15,165
|
|
|
19,799
|
|
|
|
|
|||
Other (income) expense, net
|
|
2,169
|
|
|
12,053
|
|
|
(9,884
|
)
|
|
|
|
|||
Income before taxes and discontinued operations
|
|
$
|
(146,798
|
)
|
|
$
|
7,340
|
|
|
$
|
(154,138
|
)
|
|
(2,100.0
|
)%
|
Income before taxes and discontinued operations as a percentage of revenue
|
|
(32.1
|
)%
|
|
2.6
|
%
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2015
|
|
2014
|
|
2015 vs 2014
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
122,194
|
|
|
$
|
195,372
|
|
|
$
|
(73,178
|
)
|
|
(37.5
|
)%
|
Gross profit
|
|
10,602
|
|
|
(10,314
|
)
|
|
20,916
|
|
|
(202.8
|
)%
|
|||
Gross profit as a percentage of revenue
|
|
8.7
|
%
|
|
(5.3
|
)%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
10,689
|
|
|
12,097
|
|
|
(1,408
|
)
|
|
(11.6
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
|
8.7
|
%
|
|
6.2
|
%
|
|
|
|
|
|
|
|||
Goodwill impairment
|
|
—
|
|
|
3,936
|
|
|
(3,936
|
)
|
|
|
||||
Interest (income) expense, net
|
|
—
|
|
|
36
|
|
|
(36
|
)
|
|
|
|
|||
Other (income) expense, net
|
|
108
|
|
|
(132
|
)
|
|
240
|
|
|
|
|
|||
Income (loss) before taxes and discontinued operations
|
|
$
|
(195
|
)
|
|
$
|
(26,251
|
)
|
|
$
|
26,056
|
|
|
(99.3
|
)%
|
Income (loss) before taxes and discontinued operations as a percentage of revenue
|
|
(0.2
|
)%
|
|
(13.4
|
)%
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2015
|
|
2014
|
|
2015 vs 2014
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
2,438
|
|
|
$
|
4,722
|
|
|
$
|
(2,284
|
)
|
|
(48.4
|
)%
|
Gross profit (loss)
|
|
(2,523
|
)
|
|
(69,861
|
)
|
|
67,338
|
|
|
96.4
|
%
|
|||
General and administrative expense
|
|
1,281
|
|
|
1,359
|
|
|
(78
|
)
|
|
(5.7
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
|
52.5
|
%
|
|
28.8
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
|
29
|
|
|
11
|
|
|
18
|
|
|
|
|
|||
(Gain) loss on sales of assets
|
|
—
|
|
|
(77
|
)
|
|
77
|
|
|
|
|
|||
Other (income) expense, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|||
Loss before taxes and discontinued operations
|
|
$
|
(3,833
|
)
|
|
$
|
(71,154
|
)
|
|
$
|
67,321
|
|
|
94.6
|
%
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2015
|
|
2014
|
|
2015 vs 2014
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Gross profit (loss) (primarily depreciation expense)
|
|
$
|
(913
|
)
|
|
$
|
(1,725
|
)
|
|
$
|
812
|
|
|
47.1
|
%
|
General and administrative expense
|
|
52,189
|
|
|
41,139
|
|
|
11,050
|
|
|
26.9
|
%
|
|||
Interest (income) expense, net
|
|
19,829
|
|
|
20,034
|
|
|
(205
|
)
|
|
|
|
|||
Other (income) expense, net
|
|
3,074
|
|
|
3,456
|
|
|
(382
|
)
|
|
|
|
|||
Loss before taxes and discontinued operations
|
|
$
|
(76,005
|
)
|
|
$
|
(66,354
|
)
|
|
$
|
(9,651
|
)
|
|
(14.5
|
)%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(In Thousands)
|
||||||||||
Operating activities
|
$
|
53,980
|
|
|
$
|
195,951
|
|
|
$
|
108,645
|
|
Investing activities
|
(14,256
|
)
|
|
(114,987
|
)
|
|
(967,739
|
)
|
|||
Financing activities
|
(30,954
|
)
|
|
(103,437
|
)
|
|
871,644
|
|
•
|
any obligation under a guarantee contract that requires initial recognition and measurement under U.S. Generally Accepted Accounting Principles;
|
•
|
a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity, or market risk support to that entity for the transferred assets;
|
•
|
any obligation under certain derivative instruments; or
|
•
|
any obligation under a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging, or research and development services with us.
|
|
|
Payments Due
|
||||||||||||||||||||||||||
|
|
Total
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
||||||||||||||
|
|
(In Thousands)
|
||||||||||||||||||||||||||
Long-term debt - TETRA
|
|
$
|
119,640
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,229
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
116,411
|
|
Long-term debt - CCLP
|
|
504,090
|
|
|
—
|
|
|
—
|
|
|
217,467
|
|
|
—
|
|
|
—
|
|
|
286,623
|
|
|||||||
Interest on debt - TETRA
|
|
79,042
|
|
|
13,471
|
|
|
13,471
|
|
|
13,419
|
|
|
13,262
|
|
|
13,262
|
|
|
12,157
|
|
|||||||
Interest on debt - CCLP
|
|
140,643
|
|
|
28,873
|
|
|
28,873
|
|
|
26,321
|
|
|
21,216
|
|
|
21,216
|
|
|
14,144
|
|
|||||||
Purchase obligations
|
|
127,059
|
|
|
13,603
|
|
|
9,478
|
|
|
9,478
|
|
|
9,450
|
|
|
9,450
|
|
|
75,600
|
|
|||||||
Decommissioning and other asset retirement obligations
(1)
|
|
55,478
|
|
|
1,451
|
|
|
22,793
|
|
|
17,889
|
|
|
3,920
|
|
|
—
|
|
|
9,425
|
|
|||||||
Operating and capital leases
|
|
89,815
|
|
|
16,455
|
|
|
10,258
|
|
|
7,933
|
|
|
7,208
|
|
|
6,814
|
|
|
41,147
|
|
|||||||
Total contractual cash obligations
(2)
|
|
$
|
1,115,767
|
|
|
$
|
73,853
|
|
|
$
|
84,873
|
|
|
$
|
295,736
|
|
|
$
|
55,056
|
|
|
$
|
50,742
|
|
|
$
|
555,507
|
|
(1)
|
We have estimated the timing of these payments
for decommissioning liabilities based upon our plans and the plans of outside operators, which are subject to many changing variables, including the estimated life of the producing oil and gas properties, which is affected by changing oil and gas commodity prices. The amounts shown represent the undiscounted obligation as of
December 31, 2016
.
|
(2)
|
Amounts exclude other long-term liabilities reflected in our Consolidated Balance Sheet that do not have known payment streams. These excluded amounts include approximately
$3.9
million of liabilities under FASB Codification Topic 740, “Accounting for Uncertainty in Income Taxes,” as we are unable to reasonably estimate the ultimate amount or timing of settlements. See “Note E – Income Taxes,” in the Notes to Consolidated Financial Statements for further discussion. These excluded amounts also include approximately
$77.1 million
of liabilities related to the CCLP Series A Convertible Preferred Units. The preferred units are expected to be serviced and satisfied with non-cash paid-in-kind distributions and conversions to CCLP common units. See "Note H-CCLP Series A Convertible Preferred Units," in the Notes to Consolidated Financial Statements for further discussion.
|
|
|
Expected Maturity Date
|
|
|
|
Fair Market
Value |
||||||||||||||||||||||||||
($ amounts in thousands)
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. dollar variable rate - TETRA
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,500
|
|
|
$
|
5,500
|
|
U.S. dollar variable rate - CCLP
|
|
—
|
|
|
—
|
|
|
222,000
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
222,000
|
|
|
222,000
|
|
|||||||
Euro variable rate (in $US)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Weighted average interest rate (variable)
|
|
—
|
|
|
—
|
|
|
3.46
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
||||||||
U.S. dollar fixed rate - TETRA
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
125,000
|
|
|
$
|
125,000
|
|
|
$
|
133,900
|
|
U.S. dollar fixed rate - CCLP
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
295,390
|
|
|
$
|
295,390
|
|
|
$
|
278,200
|
|
Weighted average interest rate (fixed)
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
8.365
|
%
|
|
—
|
|
|
|
|
||||||||
Variable to fixed swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Fixed pay rate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Variable receive rate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward purchase euro
|
|
$
|
509
|
|
|
1.07
|
|
1/18/2017
|
Forward purchase pounds sterling
|
|
6,258
|
|
|
1.28
|
|
1/18/2017
|
|
Forward purchase Mexican peso
|
|
6,740
|
|
|
20.18
|
|
1/18/2017
|
|
Forward sale Norwegian krone
|
|
2,322
|
|
|
8.53
|
|
1/18/2017
|
|
Forward sale Mexican peso
|
|
2,483
|
|
|
20.18
|
|
1/18/2017
|
Foreign currency derivative instruments
|
Balance Sheet Location
|
|
Fair Value at
December 31, 2016 |
|||
|
|
|
|
(In Thousands)
|
||
Forward sale contracts
|
|
Current assets
|
|
81
|
|
|
Forward purchase contracts
|
|
Current liabilities
|
|
(371
|
)
|
|
Total
|
|
|
|
$
|
(290
|
)
|
1.
|
Financial Statements of the Company
|
|
|
|
Page
|
|
F-
1
|
|
|
Consolidated Balance Sheets at December 31,
2016 and 2015
|
F-
3
|
|
F-
5
|
|
|
F-
6
|
|
|
Consolidated Statements of Equity for the years ended December 31, 201
6, 2015, and 2014
|
F-
7
|
|
F-
8
|
|
|
F-
9
|
|
2.
|
Financial statement schedules
|
|
|
Schedule I - Condensed Financial Information of Registrant (Parent Only)
|
F-54
|
|
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
|
|
3.
|
List of Exhibits
|
|
3.1
|
Restated Certificate of Incorporation of TETRA Technologies, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on December 22, 2016 (SEC File No. 333-215283)).
|
3.2
|
Amended and Restated Bylaws of TETRA Technologies, Inc. (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on May 4, 2006 (SEC File No. 333-133790)).
|
4.1
|
Senior Secured Note due April 1, 2017 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on May 6, 2015 (SEC File No. 001-13455)).
|
4.2
|
Subsidiary Guaranty dated April 30, 2015, executed by Compressco Field Services, L.L.C., Epic Diving & Marine Services, LLC, TETRA International Incorporated, TETRA Production Testing Services, LLC and TETRA Applied Technologies, LLC, in favor of Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative for the benefit of the noteholders (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed on May 6, 2015 (SEC File No. 001-13455)).
|
4.3
|
Note Purchase Agreement, dated November 5, 2015, by and between TETRA Technologies, Inc. and GSO Tetra Holdings LP (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on November 6, 2015 (SEC File No. 001-13455)).
|
4.4
|
Form of 11.00% Senior Notes due November 5, 2022 (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed on November 6, 2015 (SEC File No. 001-13455)).
|
4.5
|
Second Amendment to Note Purchase Agreement dated as of November 5, 2015, by and among TETRA Technologies, Inc., Wells Fargo Energy Capital, Inc. and certain other noteholders party thereto (incorporated by reference to Exhibit 4.3 to the Company's Form 8-K filed on November 6, 2015 (SEC File No. 001-13455)).
|
4.6
|
Form of Subsidiary Guaranty to be executed by Compressco Field Services, L.L.C., Epic Diving & Marine Services, LLC, TETRA Applied Technologies, LLC, TETRA International Incorporated and TETRA Production Testing Services, LLC, in favor of the holders of the 11.00% Senior Notes due November 5, 2022 (incorporated by reference to Exhibit 4.4 to the Company's Form 8-K filed on November 6, 2015 (SEC File No. 001-13455)).
|
4.7
|
Form of 11.00% Senior Note due November 5, 2022 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on November 20, 2015 (SEC File No. 001-13455)).
|
4.8
|
Subsidiary Guaranty dated November 20, 2015, executed by Compressco Field Services, L.L.C., Epic Diving & Marine Services, LLC, TETRA Applied Technologies, LLC, TETRA International Incorporated and TETRA Production Testing Services, LLC, in favor of the holders from time to time of the 11.00% Senior Notes due November 5, 2022 (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed on November 20, 2015 (SEC File No. 001-13455)).
|
4.9
|
Note Purchase Agreement, dated March 18, 2015, by and among TETRA Technologies, Inc., Wells Fargo Energy Capital, Inc., as Noteholder Representative, and Wells Fargo Energy Capital, Inc. as the sole Initial Purchaser listed on Schedule A thereto (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on March 24, 2015 (SEC File No. 001-13455)).
|
4.10
|
Pledge and Security Agreement, dated as of April 30, 2015, by and among TETRA Technologies, Inc., Compressco Field Services, L.L.C., Epic Diving & Marine Services, LLC, TETRA International Incorporated, TETRA Production Testing Services, LLC, CSI Compressco GP Inc., TETRA Applied Technologies, LLC and CSI Compressco Investment LLC, as the grantors, and Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative and collateral agent (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 6, 2015 (SEC File No. 001-13455)).
|
4.11
|
Registration Rights Agreement, dated as of April 30, 2015, by and among CSI Compressco LP, TETRA Technologies, Inc., and Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on May 6, 2015 (SEC File No. 001-13455)).
|
4.12
|
Form of Senior Indenture (including form of senior debt security) (incorporated by reference to Exhibit 4.24 to the Company's Registration Statement on Form S-3 filed on March 23, 2016 (SEC File No. 333-210335)).
|
4.13
|
Form of Subordinated Indenture (incorporated by reference to Exhibit 4.25 to the Company's Registration Statement on Form S-3 filed on March 23, 2016 (SEC File No. 333-210335)).
|
4.14
|
Amended and Restated Note Purchase Agreement, dated July 1, 2016, between TETRA Technologies, Inc. and GSO Tetra Holdings LP (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on July 1, 2016 (SEC File No. 001-13455)).
|
4.15
|
Warrant Agreement, dated December 14, 2016, between TETRA Technologies, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on December 14, 2016 (SEC File No. 001-13455)).
|
4.16
|
Form of Warrant Certificate, dated December 14, 2016, between TETRA Technologies, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed on December 14, 2016 (SEC File No. 001-13455)).
|
4.17
|
First Amendment to Amended and Restated Note Purchase Agreement, dated December 22, 2016, between TETRA Technologies, Inc. and GSO Tetra Holdings LP (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on December 22, 2016 (SEC File No. 001-13455)).
|
10.1***
|
1996 Stock Option Plan for Nonexecutive Employees and Consultants (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on November 19, 1997 (SEC File No. 333-61988)).
|
10.2***
|
TETRA Technologies, Inc. 2006 Equity Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on May 4, 2006 (SEC File No. 333-133790)).
|
10.3***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, and Employee Restricted Stock Agreement under the TETRA Technologies, Inc. 2006 Equity Incentive Compensation Plan (incorporated by reference to Exhibits 10.1, 10.2, and 10.3 to the Company’s Form 8-K filed on May 8, 2006 (SEC File No. 001-13455)).
|
10.4
|
Credit Agreement, as amended and restated, dated as of June 27, 2006, among TETRA Technologies, Inc. and certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, National Association and Wells Fargo Bank, N.A., as syndication agents, and Comerica Bank, as documentation agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 30, 2006 (SEC File No. 001-13455)).
|
10.5
|
Agreement and First Amendment to Credit Agreement, dated as of December 15, 2006, among TETRA Technologies, Inc. and certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, National Association and Wells Fargo Bank, N.A., as syndication agents, and Comerica Bank, as documentation agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 10, 2007 (SEC File No. 001-13455)).
|
10.6+***
|
Summary Description of the Compensation of Non-Employee Directors of TETRA Technologies, Inc.
|
10.7+***
|
Summary Description of Named Executive Officer Compensation.
|
10.8***
|
TETRA Technologies, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed on August 13, 2002 (SEC File No. 001-13455)).
|
10.9***
|
TETRA Technologies, Inc. Nonqualified Deferred Compensation Plan and The Executive Excess Plan Adoption Agreement effective on June 30, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q/A filed on March 16, 2006 (SEC File No. 001-13455)).
|
10.10***
|
TETRA Technologies, Inc. 2007 Equity Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on May 4, 2007 (SEC File No. 333-142637)).
|
10.11***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, and Employee Restricted Stock Agreement under the TETRA Technologies, Inc. 2007 Equity Incentive Compensation Plan (incorporated by reference to Exhibits 4.13, 4.14, and 4.15 to the Company’s Registration Statement on Form S-8 filed on May 4, 2007 (SEC File No. 333-142637)).
|
10.12***
|
TETRA Technologies, Inc. 401(k) Retirement Plan, as amended and restated (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on February 22, 2008 (SEC File No. 333-149348)).
|
10.13***
|
TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on May 9, 2008 (SEC File No. 333-150783)).
|
10.14***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, Employee Restricted Stock Agreement, and Non-Employee Director Restricted Stock Agreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan (incorporated by reference to Exhibits 4.13, 4.14, 4.15 and 4.16 to the Company’s Registration Statement on Form S-8 filed on May 9, 2008 (SEC File No. 333-150783)).
|
10.15***
|
TETRA Technologies, Inc. Cash Incentive Compensation Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q filed on May 10, 2010 (SEC File No. 001-13455)).
|
10.16***
|
TETRA Technologies, Inc. 2007 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed on May 5, 2010 (SEC File No. 333-166537)).
|
10.17***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, Employee Restricted Stock Agreement, Non-Employee Consultant Nonqualified Stock Option Agreement, Non-Employee Consultant Restricted Stock Agreement, and Non-Employee Director Restricted Stock Agreement under the TETRA Technologies, Inc. 2007 Long Term Incentive Compensation Plan (incorporated by reference to Exhibits 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 to the Company’s Registration Statement on Form S-8 filed on May 5, 2010 (SEC File No. 333-166537)).
|
10.18
|
Agreement and Second Amendment to Credit Agreement dated as of October 29, 2010, among TETRA Technologies, Inc. and certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, National Association and Wells Fargo Bank, N.A. as syndication agents, and Comerica Bank, as documentation agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 3, 2010 (SEC File No. 001-13455)).
|
10.19
|
Contribution, Conveyance and Assumption Agreement, dated June 20, 2011, by and among Compressco, Inc., Compressco Field Services, Inc., Compressco Canada, Inc., Compressco de Mexico, S. de R.L. de C.V., Compressco Partners GP Inc., Compressco Partners, L.P., Compressco Partners Operating, LLC, Compressco Netherlands B.V., Compressco Holdings, LLC, Compressco Netherlands Cooperatief U.A., Compressco Partners Sub, Inc., TETRA International Incorporated, Production Enhancement Mexico, S. de R.L. de C.V. and TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 30, 2011 (SEC File No. 001-13455)).
|
10.20
|
Omnibus Agreement dated June 20, 2011, by and among Compressco Partners, L.P., TETRA Technologies, Inc. and Compressco Partners GP Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 30, 2011 (SEC File No. 001-13455)).
|
10.21
|
Purchase and Sale Agreement, dated April 1, 2011, by and between Maritech Resources, Inc. as Seller and Tana Exploration Company LLC as Buyer (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on August 9, 2011 (SEC File No. 001-13455)).
|
10.22***
|
TETRA Technologies, Inc. 2011 Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed on May 10, 2011 (SEC File No. 333-174090)).
|
10.23***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, Employee Restricted Stock Agreement, Non-Employee Consultant Nonqualified Stock Option Agreement, Non-Employee Consultant Restricted Stock Agreement and Non-Employee Director Restricted Stock Agreement under the TETRA Technologies, Inc. 2011 Long Term Incentive Compensation Plan (incorporated by reference to Exhibits 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 to the Company’s Registration Statement on Form S-8 filed on May 10, 2011 (SEC File No. 333-174090)).
|
10.24***
|
Employee Restricted Stock Agreement between TETRA Technologies, Inc. and Peter J. Pintar dated November 15, 2011 (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed on November 15, 2011 (SEC File No. 333-177995)).
|
10.25***
|
Employee Equity Award Agreement dated August 15, 2012 by and between TETRA Technologies, Inc. and Elijio V. Serrano (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 16, 2012 (SEC File No. 001-13455)).
|
10.26
|
Lease Agreement dated December 31, 2012 by and between Tetris Property LP and TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.36 to the Company's Form 10-K filed on March 4, 2013 (SEC File No. 001-13455)).
|
10.27***
|
TETRA Technologies, Inc. 2011 Amended and Restated Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 filed on May 9, 2013 (SEC File No. 333-188494)).
|
10.28***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, Employee Restricted Stock Agreement, Non-Employee Director Restricted Stock Agreement, Non-Employee Nonqualified Stock Option Agreement and Non-Employee Restricted Stock Agreement under the TETRA Technologies, Inc. 2011 Amended and Restated Long Term Incentive Compensation Plan (incorporated by reference to Exhibits 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15, respectively to the Company’s Registration Statement on Form S-8 filed on May 9, 2013 (SEC File No. 333-188494)).
|
10.29***
|
Form of Change in Control Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 4, 2013 (SEC File No. 001-13455)).
|
10.30
|
Credit Agreement, dated October 15, 2013, by and among Compressco Partners, L.P., Compressco Partners Operating, LLC, Compressco Partners Sub, Inc., Compressco Holdings, LLC, Compressco Leasing, LLC, Compressco Field Services International, LLC, and Compressco International, LLC, as the borrowers, JP Morgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., Bank of America, N.A., and PNC Bank, National Association, as lenders (incorporated by reference to Exhibit 10.1 to Compressco Partners, L.P.’s Current Report on Form 8-K filed on October 18, 2013 (SEC File No. 001-35195)).
|
10.31***
|
Employee Restricted Stock Award Agreement dated June 16, 2014 by and between TETRA Technologies, Inc. and Joseph Elkhoury (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 16, 2014 (SEC File No. 001-13455)).
|
10.32
|
First Amendment to Omnibus Agreement, dated June 20, 2014, by and among TETRA Technologies, Inc., Compressco Partners, L.P., and Compressco Partners GP Inc. (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 26, 2014 (SEC File No. 001-13455)).
|
10.33
|
Stock Purchase Agreement, dated as of July 20, 2014, by and between Warren Equipment Company and Compressco Partners Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on July 21, 2014 (SEC File No. 001-13455)).
|
10.34
|
Indenture, dated as of August 4, 2014, by and among Compressco Partners, L.P., Compressco Finance Inc., the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on August 5, 2014 (SEC File No. 001-13455)).
|
10.35
|
Guaranty, dated July 20, 2014, by Compressco Partners, L.P. in favor of Warren Equipment Company (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on July 21, 2014 (SEC File No. 001-13455)).
|
10.36
|
Contribution and Unit Purchase Agreement, dated as of July 20, 2014, by and among Compressco Partners, L.P., Compresso Partners GP, Inc. and TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on July 21, 2014 (SEC File No. 001-13455)).
|
10.37
|
Purchase Agreement, dated as of July 29, 2014, by and among Compressco Partners, L.P., Compressco Finance Inc., the Guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 5, 2014 (SEC File No. 001-13455)).
|
10.38
|
Purchase Agreement Joinder, dated as of August 4, 2014, by and among the Guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative of the Initial Purchasers named therein (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on August 5, 2014 (SEC File No. 001-13455)).
|
10.39
|
Credit Agreement, dated as of August 4, 2014, by and among Compressco Partners, L.P., Compressco Partners Sub, Inc., the lenders from time to time party thereto, Bank of America, N.A., in its capacity as administrative agent for the lenders and collateral agent, and the other parties thereto (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on August 5, 2014 (SEC File No. 001-13455)).
|
10.40
|
Agreement and Third Amendment to Credit Agreement dated as of September 30, 2014, among TETRA Technologies, Inc. and certain of its subsidiaries as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, National Association, as syndication agent, Comerica Bank, as documentation agent, and the lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on October 6, 2014 (SEC File No. 001-13455)).
|
10.41***
|
TETRA Technologies, Inc. Amended and Restated 2007 Long Term Incentive Compensation Plan, as amended through February 20, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on August 10, 2015 (SEC File No. 001-13455)).
|
10.42***
|
TETRA Technologies, Inc. Second Amended and Restated 2011 Long Term Incentive Compensation Plan, as amended through February 20, 2015 (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 10, 2015 (SEC File No. 001-13455)).
|
10.43***
|
Amendment No. 2 to the TETRA Technologies, Inc. Cash Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on February 26, 2016 (SEC File No. 001-13455)).
|
10.44***
|
Third Amended and Restated 2011 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 6, 2016 (SEC File No. 001-13455)).
|
10.45
|
Third Amendment to Credit Agreement dated May 25, 2016, by and among CSI Compressco LP, CSI Compressco Sub Inc., Bank of America, N.A., in its capacity as administrative agent, collateral agent, lender, letter of credit issuer and swing line issuer, and the other lenders and loan parties a party thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 25, 2016 (SEC File No. 001-13455)).
|
10.46
|
Agreement and Fourth Amendment to Credit Agreement dated as of July 1, 2016, among TETRA Technologies, Inc., and certain of its subsidiaries as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on July 1, 2016 (SEC File No. 001-13455)).
|
10.47
|
Security Agreement dated as of July 1, 2016, among TETRA Technologies, Inc., and certain of its subsidiaries as pledgors, JPMorgan Chase Bank, N.A., in its capacity as collateral agent (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on July 1, 2016 (SEC File No. 001-13455)).
|
10.48
|
Series A Preferred Unit Purchase Agreement, dated as of August 8, 2016, by and among CSI Compressco LP and the Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 9, 2016 (SEC File No. 001-13455)).
|
10.49
|
Registration Rights Agreement, dated as of August 8, 2016, by and among CSI Compressco LP and the other parties signatory thereto (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on August 9, 2016 (SEC File No. 001-13455)).
|
10.50
|
Agreement and Fifth Amendment to Credit Agreement dated as of December 22, 2016, among TETRA Technologies, Inc., and certain of its subsidiaries as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 9, 2016 (SEC File No. 001-13455)).
|
10.51***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, Employee Restricted Stock Agreement, Non-Employee Director Restricted Stock Agreement, Non-Employee Consultant Nonqualified Stock Option Agreement and Non-Employee Consultant Restricted Stock Agreement under the TETRA Technologies, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan (incorporated by reference to Exhibits 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12, respectively to the Company’s Registration Statement on Form S-8 filed on December 22, 2016 (SEC File No. 333-215283)).
|
10.52***
|
Form of Employee Incentive Stock Option Agreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan.
|
10.53***
|
Form of Employee Nonqualified Stock Option Agreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan.
|
10.54***
|
Form of Employee Restricted StockAgreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan.
|
10.55***
|
Form of Non-Employee Director Restricted Stock Agreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan.
|
10.56***
|
Form of Non-Employee Nonqualified Stock Option Agreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan.
|
10.57***
|
Form of Non-Employee Restricted Stock Agreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan.
|
21+
|
Subsidiaries of the Company.
|
23.1+
|
Consent of Ernst & Young, LLP.
|
31.1+
|
Certification Pursuant to Rule 13(a)-14(a) or 15(d)-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2+
|
Certification Pursuant to Rule 13(a)-14(a) or 15(d)-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
|
32.2**
|
Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
|
101.INS++
|
XBRL Instance Document.
|
101.SCH++
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL++
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.LAB++
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE++
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
101.DEF++
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
+
|
Filed with this report
|
**
|
Furnished with this report.
|
***
|
Management contract or compensatory plan or arrangement.
|
++
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31,
2016
,
2015
and
2014
; (ii) Consolidated Balance Sheets as of December 31,
2016
and December 31,
2015
; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31,
2016
,
2015
and
2014
; (iv) Consolidated Statements of Cash Flows for the years ended December 31,
2016
,
2015
and
2014
; (v) Consolidated Statements of Stockholders’ Equity for the years ended December 31,
2016
,
2015
and
2014
; and (vi) Notes to Consolidated Financial Statements for the year ended December 31,
2016
.
|
|
|
TETRA Technologies, Inc.
|
|
|
|
|
|
Date:
|
March 1, 2017
|
By:
|
/s/Stuart M. Brightman
|
|
|
|
Stuart M. Brightman, President & CEO
|
Signature
|
Title
|
Date
|
|
|
|
/s/William D. Sullivan
|
Chairman of
|
March 1, 2017
|
William D. Sullivan
|
the Board of Directors
|
|
|
|
|
/s/Stuart M. Brightman
|
President, Chief Executive
|
March 1, 2017
|
Stuart M. Brightman
|
Officer and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
/s/Elijio V. Serrano
|
Senior Vice President and
|
March 1, 2017
|
Elijio V. Serrano
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
/s/Ben C. Chambers
|
Vice President – Accounting
|
March 1, 2017
|
Ben C. Chambers
|
and Controller
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
/s/Mark E. Baldwin
|
Director
|
March 1, 2017
|
Mark E. Baldwin
|
|
|
|
|
|
/s/Thomas R. Bates, Jr.
|
Director
|
March 1, 2017
|
Thomas R. Bates, Jr.
|
|
|
|
|
|
/s/Paul D. Coombs
|
Director
|
March 1, 2017
|
Paul D. Coombs
|
|
|
|
|
|
/s/John F. Glick
|
Director
|
March 1, 2017
|
John F. Glick
|
|
|
|
|
|
/s/Stephen A. Snider
|
Director
|
March 1, 2017
|
Stephen A. Snider
|
|
|
|
|
|
/s/Kenneth E. White, Jr.
|
Director
|
March 1, 2017
|
Kenneth E. White, Jr.
|
|
|
|
|
|
/s/Joseph C. Winkler III
|
Director
|
March 1, 2017
|
Joseph C. Winkler III
|
|
|
3.1
|
Restated Certificate of Incorporation of TETRA Technologies, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed on December 22, 2016 (SEC File No. 333-215283)).
|
3.2
|
Amended and Restated Bylaws of TETRA Technologies, Inc. (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on May 4, 2006 (SEC File No. 333-133790)).
|
4.1
|
Senior Secured Note due April 1, 2017 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on May 6, 2015 (SEC File No. 001-13455)).
|
4.2
|
Subsidiary Guaranty dated April 30, 2015, executed by Compressco Field Services, L.L.C., Epic Diving & Marine Services, LLC, TETRA International Incorporated, TETRA Production Testing Services, LLC and TETRA Applied Technologies, LLC, in favor of Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative for the benefit of the noteholders (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed on May 6, 2015 (SEC File No. 001-13455)).
|
4.3
|
Note Purchase Agreement, dated November 5, 2015, by and between TETRA Technologies, Inc. and GSO Tetra Holdings LP (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on November 6, 2015 (SEC File No. 001-13455)).
|
4.4
|
Form of 11.00% Senior Notes due November 5, 2022 (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed on November 6, 2015 (SEC File No. 001-13455)).
|
4.5
|
Second Amendment to Note Purchase Agreement dated as of November 5, 2015, by and among TETRA Technologies, Inc., Wells Fargo Energy Capital, Inc. and certain other noteholders party thereto (incorporated by reference to Exhibit 4.3 to the Company's Form 8-K filed on November 6, 2015 (SEC File No. 001-13455)).
|
4.6
|
Form of Subsidiary Guaranty to be executed by Compressco Field Services, L.L.C., Epic Diving & Marine Services, LLC, TETRA Applied Technologies, LLC, TETRA International Incorporated and TETRA Production Testing Services, LLC, in favor of the holders of the 11.00% Senior Notes due November 5, 2022 (incorporated by reference to Exhibit 4.4 to the Company's Form 8-K filed on November 6, 2015 (SEC File No. 001-13455)).
|
4.7
|
Form of 11.00% Senior Note due November 5, 2022 (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on November 20, 2015 (SEC File No. 001-13455)).
|
4.8
|
Subsidiary Guaranty dated November 20, 2015, executed by Compressco Field Services, L.L.C., Epic Diving & Marine Services, LLC, TETRA Applied Technologies, LLC, TETRA International Incorporated and TETRA Production Testing Services, LLC, in favor of the holders from time to time of the 11.00% Senior Notes due November 5, 2022 (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed on November 20, 2015 (SEC File No. 001-13455)).
|
4.9
|
Note Purchase Agreement, dated March 18, 2015, by and among TETRA Technologies, Inc., Wells Fargo Energy Capital, Inc., as Noteholder Representative, and Wells Fargo Energy Capital, Inc. as the sole Initial Purchaser listed on Schedule A thereto (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on March 24, 2015 (SEC File No. 001-13455)).
|
4.10
|
Pledge and Security Agreement, dated as of April 30, 2015, by and among TETRA Technologies, Inc., Compressco Field Services, L.L.C., Epic Diving & Marine Services, LLC, TETRA International Incorporated, TETRA Production Testing Services, LLC, CSI Compressco GP Inc., TETRA Applied Technologies, LLC and CSI Compressco Investment LLC, as the grantors, and Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative and collateral agent (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 6, 2015 (SEC File No. 001-13455)).
|
4.11
|
Registration Rights Agreement, dated as of April 30, 2015, by and among CSI Compressco LP, TETRA Technologies, Inc., and Wells Fargo Energy Capital, Inc., in its capacity as noteholder representative (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on May 6, 2015 (SEC File No. 001-13455)).
|
4.12
|
Form of Senior Indenture (including form of senior debt security) (incorporated by reference to Exhibit 4.24 to the Company's Registration Statement on Form S-3 filed on March 23, 2016 (SEC File No. 333-210335)).
|
4.13
|
Form of Subordinated Indenture (incorporated by reference to Exhibit 4.25 to the Company's Registration Statement on Form S-3 filed on March 23, 2016 (SEC File No. 333-210335)).
|
4.14
|
Amended and Restated Note Purchase Agreement, dated July 1, 2016, between TETRA Technologies, Inc. and GSO Tetra Holdings LP (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on July 1, 2016 (SEC File No. 001-13455)).
|
4.15
|
Warrant Agreement, dated December 14, 2016, between TETRA Technologies, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on December 14, 2016 (SEC File No. 001-13455)).
|
4.16
|
Form of Warrant Certificate, dated December 14, 2016, between TETRA Technologies, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed on December 14, 2016 (SEC File No. 001-13455)).
|
4.17
|
First Amendment to Amended and Restated Note Purchase Agreement, dated December 22, 2016, between TETRA Technologies, Inc. and GSO Tetra Holdings LP (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on December 22, 2016 (SEC File No. 001-13455)).
|
10.1***
|
1996 Stock Option Plan for Nonexecutive Employees and Consultants (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on November 19, 1997 (SEC File No. 333-61988)).
|
10.2***
|
TETRA Technologies, Inc. 2006 Equity Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on May 4, 2006 (SEC File No. 333-133790)).
|
10.3***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, and Employee Restricted Stock Agreement under the TETRA Technologies, Inc. 2006 Equity Incentive Compensation Plan (incorporated by reference to Exhibits 10.1, 10.2, and 10.3 to the Company’s Form 8-K filed on May 8, 2006 (SEC File No. 001-13455)).
|
10.4
|
Credit Agreement, as amended and restated, dated as of June 27, 2006, among TETRA Technologies, Inc. and certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, National Association and Wells Fargo Bank, N.A., as syndication agents, and Comerica Bank, as documentation agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 30, 2006 (SEC File No. 001-13455)).
|
10.5
|
Agreement and First Amendment to Credit Agreement, dated as of December 15, 2006, among TETRA Technologies, Inc. and certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, National Association and Wells Fargo Bank, N.A., as syndication agents, and Comerica Bank, as documentation agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 10, 2007 (SEC File No. 001-13455)).
|
10.6+***
|
Summary Description of the Compensation of Non-Employee Directors of TETRA Technologies, Inc.
|
10.7+***
|
Summary Description of Named Executive Officer Compensation.
|
10.8***
|
TETRA Technologies, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed on August 13, 2002 (SEC File No. 001-13455)).
|
10.9***
|
TETRA Technologies, Inc. Nonqualified Deferred Compensation Plan and The Executive Excess Plan Adoption Agreement effective on June 30, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q/A filed on March 16, 2006 (SEC File No. 001-13455)).
|
10.10***
|
TETRA Technologies, Inc. 2007 Equity Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on May 4, 2007 (SEC File No. 333-142637)).
|
10.11***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, and Employee Restricted Stock Agreement under the TETRA Technologies, Inc. 2007 Equity Incentive Compensation Plan (incorporated by reference to Exhibits 4.13, 4.14, and 4.15 to the Company’s Registration Statement on Form S-8 filed on May 4, 2007 (SEC File No. 333-142637)).
|
10.12***
|
TETRA Technologies, Inc. 401(k) Retirement Plan, as amended and restated (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on February 22, 2008 (SEC File No. 333-149348)).
|
10.13***
|
TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on May 9, 2008 (SEC File No. 333-150783)).
|
10.14***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, Employee Restricted Stock Agreement, and Non-Employee Director Restricted Stock Agreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan (incorporated by reference to Exhibits 4.13, 4.14, 4.15 and 4.16 to the Company’s Registration Statement on Form S-8 filed on May 9, 2008 (SEC File No. 333-150783)).
|
10.15***
|
TETRA Technologies, Inc. Cash Incentive Compensation Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q filed on May 10, 2010 (SEC File No. 001-13455)).
|
10.16***
|
TETRA Technologies, Inc. 2007 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed on May 5, 2010 (SEC File No. 333-166537)).
|
10.17***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, Employee Restricted Stock Agreement, Non-Employee Consultant Nonqualified Stock Option Agreement, Non-Employee Consultant Restricted Stock Agreement, and Non-Employee Director Restricted Stock Agreement under the TETRA Technologies, Inc. 2007 Long Term Incentive Compensation Plan (incorporated by reference to Exhibits 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 to the Company’s Registration Statement on Form S-8 filed on May 5, 2010 (SEC File No. 333-166537)).
|
10.18
|
Agreement and Second Amendment to Credit Agreement dated as of October 29, 2010, among TETRA Technologies, Inc. and certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, National Association and Wells Fargo Bank, N.A. as syndication agents, and Comerica Bank, as documentation agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 3, 2010 (SEC File No. 001-13455)).
|
10.19
|
Contribution, Conveyance and Assumption Agreement, dated June 20, 2011, by and among Compressco, Inc., Compressco Field Services, Inc., Compressco Canada, Inc., Compressco de Mexico, S. de R.L. de C.V., Compressco Partners GP Inc., Compressco Partners, L.P., Compressco Partners Operating, LLC, Compressco Netherlands B.V., Compressco Holdings, LLC, Compressco Netherlands Cooperatief U.A., Compressco Partners Sub, Inc., TETRA International Incorporated, Production Enhancement Mexico, S. de R.L. de C.V. and TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 30, 2011 (SEC File No. 001-13455)).
|
10.20
|
Omnibus Agreement dated June 20, 2011, by and among Compressco Partners, L.P., TETRA Technologies, Inc. and Compressco Partners GP Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 30, 2011 (SEC File No. 001-13455)).
|
10.21
|
Purchase and Sale Agreement, dated April 1, 2011, by and between Maritech Resources, Inc. as Seller and Tana Exploration Company LLC as Buyer (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on August 9, 2011 (SEC File No. 001-13455)).
|
10.22***
|
TETRA Technologies, Inc. 2011 Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed on May 10, 2011 (SEC File No. 333-174090)).
|
10.23***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, Employee Restricted Stock Agreement, Non-Employee Consultant Nonqualified Stock Option Agreement, Non-Employee Consultant Restricted Stock Agreement and Non-Employee Director Restricted Stock Agreement under the TETRA Technologies, Inc. 2011 Long Term Incentive Compensation Plan (incorporated by reference to Exhibits 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 to the Company’s Registration Statement on Form S-8 filed on May 10, 2011 (SEC File No. 333-174090)).
|
10.24***
|
Employee Restricted Stock Agreement between TETRA Technologies, Inc. and Peter J. Pintar dated November 15, 2011 (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed on November 15, 2011 (SEC File No. 333-177995)).
|
10.25***
|
Employee Equity Award Agreement dated August 15, 2012 by and between TETRA Technologies, Inc. and Elijio V. Serrano (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 16, 2012 (SEC File No. 001-13455)).
|
10.26
|
Lease Agreement dated December 31, 2012 by and between Tetris Property LP and TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.36 to the Company's Form 10-K filed on March 4, 2013 (SEC File No. 001-13455)).
|
10.27***
|
TETRA Technologies, Inc. 2011 Amended and Restated Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 filed on May 9, 2013 (SEC File No. 333-188494)).
|
10.28***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, Employee Restricted Stock Agreement, Non-Employee Director Restricted Stock Agreement, Non-Employee Nonqualified Stock Option Agreement and Non-Employee Restricted Stock Agreement under the TETRA Technologies, Inc. 2011 Amended and Restated Long Term Incentive Compensation Plan (incorporated by reference to Exhibits 4.10, 4.11, 4.12, 4.13, 4.14 and 4.15, respectively to the Company’s Registration Statement on Form S-8 filed on May 9, 2013 (SEC File No. 333-188494)).
|
10.29***
|
Form of Change in Control Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 4, 2013 (SEC File No. 001-13455)).
|
10.30
|
Credit Agreement, dated October 15, 2013, by and among Compressco Partners, L.P., Compressco Partners Operating, LLC, Compressco Partners Sub, Inc., Compressco Holdings, LLC, Compressco Leasing, LLC, Compressco Field Services International, LLC, and Compressco International, LLC, as the borrowers, JP Morgan Chase Bank, N.A., as Administrative Agent, and JPMorgan Chase Bank, N.A., Bank of America, N.A., and PNC Bank, National Association, as lenders (incorporated by reference to Exhibit 10.1 to Compressco Partners, L.P.’s Current Report on Form 8-K filed on October 18, 2013 (SEC File No. 001-35195)).
|
10.31***
|
Employee Restricted Stock Award Agreement dated June 16, 2014 by and between TETRA Technologies, Inc. and Joseph Elkhoury (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 16, 2014 (SEC File No. 001-13455)).
|
10.32
|
First Amendment to Omnibus Agreement, dated June 20, 2014, by and among TETRA Technologies, Inc., Compressco Partners, L.P., and Compressco Partners GP Inc. (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 26, 2014 (SEC File No. 001-13455)).
|
10.33
|
Stock Purchase Agreement, dated as of July 20, 2014, by and between Warren Equipment Company and Compressco Partners Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on July 21, 2014 (SEC File No. 001-13455)).
|
10.34
|
Indenture, dated as of August 4, 2014, by and among Compressco Partners, L.P., Compressco Finance Inc., the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on August 5, 2014 (SEC File No. 001-13455)).
|
10.35
|
Guaranty, dated July 20, 2014, by Compressco Partners, L.P. in favor of Warren Equipment Company (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on July 21, 2014 (SEC File No. 001-13455)).
|
10.36
|
Contribution and Unit Purchase Agreement, dated as of July 20, 2014, by and among Compressco Partners, L.P., Compresso Partners GP, Inc. and TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on July 21, 2014 (SEC File No. 001-13455)).
|
10.37
|
Purchase Agreement, dated as of July 29, 2014, by and among Compressco Partners, L.P., Compressco Finance Inc., the Guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the Initial Purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 5, 2014 (SEC File No. 001-13455)).
|
10.38
|
Purchase Agreement Joinder, dated as of August 4, 2014, by and among the Guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative of the Initial Purchasers named therein (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on August 5, 2014 (SEC File No. 001-13455)).
|
10.39
|
Credit Agreement, dated as of August 4, 2014, by and among Compressco Partners, L.P., Compressco Partners Sub, Inc., the lenders from time to time party thereto, Bank of America, N.A., in its capacity as administrative agent for the lenders and collateral agent, and the other parties thereto (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on August 5, 2014 (SEC File No. 001-13455)).
|
10.40
|
Agreement and Third Amendment to Credit Agreement dated as of September 30, 2014, among TETRA Technologies, Inc. and certain of its subsidiaries as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, National Association, as syndication agent, Comerica Bank, as documentation agent, and the lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on October 6, 2014 (SEC File No. 001-13455)).
|
10.41***
|
TETRA Technologies, Inc. Amended and Restated 2007 Long Term Incentive Compensation Plan, as amended through February 20, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on August 10, 2015 (SEC File No. 001-13455)).
|
10.42***
|
TETRA Technologies, Inc. Second Amended and Restated 2011 Long Term Incentive Compensation Plan, as amended through February 20, 2015 (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 10, 2015 (SEC File No. 001-13455)).
|
10.43***
|
Amendment No. 2 to the TETRA Technologies, Inc. Cash Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on February 26, 2016 (SEC File No. 001-13455)).
|
10.44***
|
Third Amended and Restated 2011 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 6, 2016 (SEC File No. 001-13455)).
|
10.45
|
Third Amendment to Credit Agreement dated May 25, 2016, by and among CSI Compressco LP, CSI Compressco Sub Inc., Bank of America, N.A., in its capacity as administrative agent, collateral agent, lender, letter of credit issuer and swing line issuer, and the other lenders and loan parties a party thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 25, 2016 (SEC File No. 001-13455)).
|
10.46
|
Agreement and Fourth Amendment to Credit Agreement dated as of July 1, 2016, among TETRA Technologies, Inc., and certain of its subsidiaries as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on July 1, 2016 (SEC File No. 001-13455)).
|
10.47
|
Security Agreement dated as of July 1, 2016, among TETRA Technologies, Inc., and certain of its subsidiaries as pledgors, JPMorgan Chase Bank, N.A., in its capacity as collateral agent (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on July 1, 2016 (SEC File No. 001-13455)).
|
10.48
|
Series A Preferred Unit Purchase Agreement, dated as of August 8, 2016, by and among CSI Compressco LP and the Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 9, 2016 (SEC File No. 001-13455)).
|
10.49
|
Registration Rights Agreement, dated as of August 8, 2016, by and among CSI Compressco LP and the other parties signatory thereto (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on August 9, 2016 (SEC File No. 001-13455)).
|
10.50
|
Agreement and Fifth Amendment to Credit Agreement dated as of December 22, 2016, among TETRA Technologies, Inc., and certain of its subsidiaries as borrowers, JPMorgan Chase Bank, N.A., as administrative agent, and the lender parties thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 9, 2016 (SEC File No. 001-13455)).
|
10.51***
|
Forms of Employee Incentive Stock Option Agreement, Employee Nonqualified Stock Option Agreement, Employee Restricted Stock Agreement, Non-Employee Director Restricted Stock Agreement, Non-Employee Consultant Nonqualified Stock Option Agreement and Non-Employee Consultant Restricted Stock Agreement under the TETRA Technologies, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan (incorporated by reference to Exhibits 4.7, 4.8, 4.9, 4.10, 4.11 and 4.12, respectively to the Company’s Registration Statement on Form S-8 filed on December 22, 2016 (SEC File No. 333-215283)).
|
10.52***
|
Form of Employee Incentive Stock Option Agreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan.
|
10.53***
|
Form of Employee Nonqualified Stock Option Agreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan.
|
10.54***
|
Form of Employee Restricted StockAgreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan.
|
10.55***
|
Form of Non-Employee Director Restricted Stock Agreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan.
|
10.56***
|
Form of Non-Employee Nonqualified Stock Option Agreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan.
|
10.57***
|
Form of Non-Employee Restricted Stock Agreement under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan.
|
21+
|
Subsidiaries of the Company.
|
23.1+
|
Consent of Ernst & Young, LLP.
|
31.1+
|
Certification Pursuant to Rule 13(a)-14(a) or 15(d)-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2+
|
Certification Pursuant to Rule 13(a)-14(a) or 15(d)-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
|
32.2**
|
Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).
|
101.INS++
|
XBRL Instance Document.
|
101.SCH++
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL++
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.LAB++
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE++
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
101.DEF++
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
+
|
Filed with this report
|
**
|
Furnished with this report.
|
***
|
Management contract or compensatory plan or arrangement.
|
++
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31,
2016
,
2015
and
2014
; (ii) Consolidated Balance Sheets as of December 31,
2016
and December 31,
2015
; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31,
2016
,
2015
and
2014
; (iv) Consolidated Statements of Cash Flows for the years ended December 31,
2016
,
2015
and
2014
; (v) Consolidated Statements of Stockholders’ Equity for the years ended December 31,
2016
,
2015
and
2014
; and (vi) Notes to Consolidated Financial Statements for the year ended December 31,
2016
.
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
29,840
|
|
|
$
|
23,057
|
|
Restricted cash
|
|
6,691
|
|
|
6,721
|
|
||
Trade accounts receivable, net of allowances $6,291 in 2016 and $7,847 in 2015
|
|
114,284
|
|
|
184,172
|
|
||
Inventories
|
|
106,546
|
|
|
117,009
|
|
||
Assets held for sale
|
|
214
|
|
|
772
|
|
||
Prepaid expenses and other current assets
|
|
18,216
|
|
|
22,298
|
|
||
Total current assets
|
|
275,791
|
|
|
354,029
|
|
||
Property, plant, and equipment:
|
|
|
|
|
|
|
||
Land and building
|
|
78,929
|
|
|
79,462
|
|
||
Machinery and equipment
|
|
1,348,286
|
|
|
1,345,969
|
|
||
Automobiles and trucks
|
|
36,341
|
|
|
43,536
|
|
||
Chemical plants
|
|
182,951
|
|
|
181,014
|
|
||
Construction in progress
|
|
11,918
|
|
|
6,505
|
|
||
Total property, plant, and equipment
|
|
1,658,425
|
|
|
1,656,486
|
|
||
Less accumulated depreciation
|
|
(712,974
|
)
|
|
(608,482
|
)
|
||
Net property, plant, and equipment
|
|
945,451
|
|
|
1,048,004
|
|
||
Other assets:
|
|
|
|
|
|
|
||
Goodwill
|
|
6,636
|
|
|
112,945
|
|
||
Patents, trademarks and other intangible assets, net of accumulated amortization of $57,663 in 2016 and $44,695 in 2015
|
|
67,713
|
|
|
86,375
|
|
||
Deferred tax assets
|
|
28
|
|
|
25
|
|
||
Other assets
|
|
19,921
|
|
|
34,824
|
|
||
Total other assets
|
|
94,298
|
|
|
234,169
|
|
||
Total assets
|
|
$
|
1,315,540
|
|
|
$
|
1,636,202
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Trade accounts payable
|
|
$
|
45,889
|
|
|
$
|
62,114
|
|
Unearned Income
|
|
13,879
|
|
|
27,542
|
|
||
Accrued liabilities
|
|
55,636
|
|
|
80,970
|
|
||
Current portion of long-term debt
|
|
30
|
|
|
50
|
|
||
Decommissioning and other asset retirement obligations
|
|
1,451
|
|
|
14,570
|
|
||
Total current liabilities
|
|
116,885
|
|
|
185,246
|
|
||
Long-term debt, net
|
|
623,730
|
|
|
853,228
|
|
||
Deferred income taxes
|
|
7,296
|
|
|
9,467
|
|
||
Decommissioning and other asset retirement obligations
|
|
54,027
|
|
|
42,879
|
|
||
CCLP Series A Preferred Units
|
|
77,062
|
|
|
—
|
|
||
Warrant liability
|
|
18,503
|
|
|
—
|
|
||
Other liabilities
|
|
17,571
|
|
|
31,202
|
|
||
Total long-term liabilities
|
|
798,189
|
|
|
936,776
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
|
||
TETRA Stockholders' equity:
|
|
|
|
|
|
|
||
Common stock, par value $0.01 per share; 150,000,000 shares authorized at December 31, 2016 and 100,000,000 shares authorized at December 31, 2015; 117,851,063 shares issued at December 31, 2016, and 83,023,628 shares issued at December 31, 2015
|
|
1,179
|
|
|
830
|
|
||
Additional paid-in capital
|
|
419,232
|
|
|
256,184
|
|
||
Treasury stock, at cost; 2,865,991 shares held at December 31, 2016, and 2,766,958 shares held at December 31, 2015
|
|
(18,316
|
)
|
|
(16,837
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(51,285
|
)
|
|
(43,135
|
)
|
||
Retained earnings (deficit)
|
|
(117,287
|
)
|
|
44,175
|
|
||
Total TETRA stockholders' equity
|
|
233,523
|
|
|
241,217
|
|
||
Noncontrolling interests
|
|
166,943
|
|
|
272,963
|
|
||
Total equity
|
|
400,466
|
|
|
514,180
|
|
||
Total liabilities and equity
|
|
$
|
1,315,540
|
|
|
$
|
1,636,202
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Product sales
|
|
$
|
249,558
|
|
|
$
|
457,761
|
|
|
$
|
374,978
|
|
Services and rentals
|
|
445,206
|
|
|
672,384
|
|
|
702,589
|
|
|||
Total revenues
|
|
694,764
|
|
|
1,130,145
|
|
|
1,077,567
|
|
|||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|||
Cost of product sales
|
|
197,200
|
|
|
324,187
|
|
|
363,861
|
|
|||
Cost of services and rentals
|
|
298,380
|
|
|
417,549
|
|
|
466,908
|
|
|||
Depreciation, amortization, and accretion
|
|
129,595
|
|
|
155,015
|
|
|
116,912
|
|
|||
Impairments of long-lived assets
|
|
18,172
|
|
|
44,158
|
|
|
34,842
|
|
|||
Total cost of revenues
|
|
643,347
|
|
|
940,909
|
|
|
982,523
|
|
|||
Gross profit
|
|
51,417
|
|
|
189,236
|
|
|
95,044
|
|
|||
General and administrative expense
|
|
115,964
|
|
|
157,812
|
|
|
142,689
|
|
|||
Goodwill impairment
|
|
106,205
|
|
|
177,006
|
|
|
64,295
|
|
|||
Interest expense, net
|
|
58,626
|
|
|
54,475
|
|
|
34,965
|
|
|||
(Gain) loss on sales of assets
|
|
(2,357
|
)
|
|
(4,375
|
)
|
|
(11
|
)
|
|||
Warrants fair value adjustment
|
|
2,106
|
|
|
—
|
|
|
—
|
|
|||
CCLP Series A Preferred fair value adjustment
|
|
4,404
|
|
|
—
|
|
|
—
|
|
|||
Other (income) expense, net
|
|
3,559
|
|
|
6,081
|
|
|
10,977
|
|
|||
Loss before taxes
|
|
(237,090
|
)
|
|
(201,763
|
)
|
|
(157,871
|
)
|
|||
Provision (benefit) for income taxes
|
|
2,303
|
|
|
7,704
|
|
|
9,704
|
|
|||
Net loss
|
|
(239,393
|
)
|
|
(209,467
|
)
|
|
(167,575
|
)
|
|||
Less: (income) loss attributable to noncontrolling interest
|
|
77,931
|
|
|
83,284
|
|
|
(2,103
|
)
|
|||
Net loss attributable to TETRA stockholders
|
|
$
|
(161,462
|
)
|
|
$
|
(126,183
|
)
|
|
$
|
(169,678
|
)
|
Basic net loss per common share:
|
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to TETRA stockholders
|
|
$
|
(1.85
|
)
|
|
$
|
(1.59
|
)
|
|
$
|
(2.16
|
)
|
Average shares outstanding
|
|
87,286
|
|
|
79,169
|
|
|
78,600
|
|
|||
Diluted net loss per common share:
|
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to TETRA stockholders
|
|
$
|
(1.85
|
)
|
|
$
|
(1.59
|
)
|
|
$
|
(2.16
|
)
|
Average diluted shares outstanding
|
|
87,286
|
|
|
79,169
|
|
|
78,600
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Net loss
|
|
(239,393
|
)
|
|
$
|
(209,467
|
)
|
|
$
|
(167,575
|
)
|
|
Foreign currency translation loss, net of taxes of $0 in 2016, $0 in 2015, and $3,368 in 2014
|
|
(9,286
|
)
|
|
(19,792
|
)
|
|
(23,249
|
)
|
|||
Comprehensive loss
|
|
(248,679
|
)
|
|
(229,259
|
)
|
|
(190,824
|
)
|
|||
Less: comprehensive (income) loss attributable to noncontrolling interest
|
|
79,067
|
|
|
90,027
|
|
|
(1,166
|
)
|
|||
Comprehensive loss attributable to TETRA stockholders
|
|
$
|
(169,612
|
)
|
|
$
|
(139,232
|
)
|
|
$
|
(191,990
|
)
|
|
Common Stock
Par Value
|
|
Additional Paid-In
Capital
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
Retained
Earnings
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||||||||||
|
|
|
|
Currency
Translation
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2013
|
$
|
813
|
|
|
$
|
234,360
|
|
|
(15,765
|
)
|
|
$
|
(3,903
|
)
|
|
340,036
|
|
|
$
|
41,957
|
|
|
597,498
|
|
|||
Net loss for 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
(169,678
|
)
|
|
2,103
|
|
|
(167,575
|
)
|
|||||||
Translation adjustment, net of taxes of $3,368
|
|
|
|
|
|
|
|
|
|
(22,312
|
)
|
|
|
|
|
|
|
|
(22,312
|
)
|
|||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(189,887
|
)
|
|||||||
Distributions to public unitholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,569
|
)
|
|
(12,569
|
)
|
|||||||
Exercise of common stock options
|
10
|
|
|
1,678
|
|
|
(78
|
)
|
|
|
|
|
|
|
|
|
|
|
1,610
|
|
|||||||
Treasury stock activity, net
|
|
|
|
|
|
|
(576
|
)
|
|
|
|
|
|
|
|
|
|
|
(576
|
)
|
|||||||
Proceeds from issuance of CCLP common units, net of underwriters discount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
363,149
|
|
|
363,149
|
|
|||||||
Equity compensation expense
|
|
|
|
5,231
|
|
|
|
|
|
|
|
|
|
|
|
1,544
|
|
|
6,775
|
|
|||||||
Other noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(296
|
)
|
|
(296
|
)
|
|||||||
Tax adjustment related to equity-based compensation, net
|
|
|
|
(103
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(103
|
)
|
|||||||
Balance at December 31, 2014
|
$
|
823
|
|
|
$
|
241,166
|
|
|
$
|
(16,419
|
)
|
|
$
|
(26,215
|
)
|
|
$
|
170,358
|
|
|
$
|
395,888
|
|
|
$
|
765,601
|
|
Net loss for 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
(126,183
|
)
|
|
(83,284
|
)
|
|
(209,467
|
)
|
|||||||
Translation adjustment, net of taxes of $0
|
|
|
|
|
|
|
|
|
|
(16,920
|
)
|
|
|
|
|
(3,871
|
)
|
|
(20,791
|
)
|
|||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(230,258
|
)
|
|||||||||||||
Distributions to public unitholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(37,816
|
)
|
|
(37,816
|
)
|
|||||||
Exercise of common stock options
|
7
|
|
|
295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
302
|
|
|||||||
Treasury stock activity, net
|
|
|
|
|
|
|
(418
|
)
|
|
|
|
|
|
|
|
|
|
|
(418
|
)
|
|||||||
Equity compensation expense
|
|
|
|
14,723
|
|
|
|
|
|
|
|
|
|
|
|
2,164
|
|
|
16,887
|
|
|||||||
Other noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(118
|
)
|
|
(118
|
)
|
|||||||
Balance at December 31, 2015
|
$
|
830
|
|
|
$
|
256,184
|
|
|
$
|
(16,837
|
)
|
|
$
|
(43,135
|
)
|
|
$
|
44,175
|
|
|
$
|
272,963
|
|
|
$
|
514,180
|
|
Net loss for 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
(161,462
|
)
|
|
(77,931
|
)
|
|
(239,393
|
)
|
|||||||
Translation adjustment, net of taxes of $0
|
|
|
|
|
|
|
|
|
|
(8,150
|
)
|
|
|
|
|
(1,136
|
)
|
|
(9,286
|
)
|
|||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(248,679
|
)
|
|||||||||||||
Distributions to public unitholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(28,957
|
)
|
|
(28,957
|
)
|
|||||||
Exercise of common stock options
|
11
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|||||||
Treasury stock activity, net
|
|
|
|
|
|
|
(1,479
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,479
|
)
|
|||||||
Proceeds from the issuance of stock, net of offering costs
|
338
|
|
|
152,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
152,657
|
|
|||||||
Equity compensation expense
|
|
|
|
10,719
|
|
|
|
|
|
|
|
|
|
|
|
2,198
|
|
|
12,917
|
|
|||||||
Other noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(194
|
)
|
|
(194
|
)
|
|||||||
Balance at December 31, 2016
|
$
|
1,179
|
|
|
$
|
419,232
|
|
|
$
|
(18,316
|
)
|
|
$
|
(51,285
|
)
|
|
$
|
(117,287
|
)
|
|
$
|
166,943
|
|
|
$
|
400,466
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
|
$
|
(239,393
|
)
|
|
$
|
(209,467
|
)
|
|
$
|
(167,575
|
)
|
Reconciliation of net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation, amortization, and accretion
|
|
129,595
|
|
|
155,015
|
|
|
116,912
|
|
|||
Impairments of long-lived assets
|
|
18,172
|
|
|
44,158
|
|
|
34,842
|
|
|||
Impairment of goodwill
|
|
106,205
|
|
|
177,006
|
|
|
64,295
|
|
|||
Benefit for deferred income taxes
|
|
(1,808
|
)
|
|
(379
|
)
|
|
(350
|
)
|
|||
Equity-based compensation expense
|
|
13,747
|
|
|
16,887
|
|
|
6,775
|
|
|||
Provision for doubtful accounts
|
|
2,436
|
|
|
5,387
|
|
|
856
|
|
|||
Excess decommissioning/abandoning costs
|
|
2,629
|
|
|
2,661
|
|
|
72,724
|
|
|||
Other non-cash charges and credits
|
|
1,724
|
|
|
4,271
|
|
|
(3,782
|
)
|
|||
Amortization of deferred financing costs
|
|
4,141
|
|
|
3,961
|
|
|
2,968
|
|
|||
Equity financing transaction fees
|
|
4,066
|
|
|
—
|
|
|
—
|
|
|||
CCLP Series A Preferred accrued paid in kind distributions
|
|
2,659
|
|
|
—
|
|
|
—
|
|
|||
CCLP Series A Preferred fair value adjustment
|
|
4,404
|
|
|
—
|
|
|
—
|
|
|||
Warrants fair value adjustment
|
|
2,106
|
|
|
—
|
|
|
—
|
|
|||
Acquisition and transaction financing fees
|
|
—
|
|
|
—
|
|
|
9,869
|
|
|||
Gain on sale of property, plant, and equipment
|
|
(5,461
|
)
|
|
(4,375
|
)
|
|
(11
|
)
|
|||
Changes in operating assets and liabilities, net of assets acquired:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
64,331
|
|
|
38,025
|
|
|
(7,866
|
)
|
|||
Inventories
|
|
1,384
|
|
|
70,431
|
|
|
(21,528
|
)
|
|||
Prepaid expenses and other current assets
|
|
3,348
|
|
|
(1,806
|
)
|
|
(197
|
)
|
|||
Trade accounts payable and accrued expenses
|
|
(55,771
|
)
|
|
(98,407
|
)
|
|
67,508
|
|
|||
Decommissioning liabilities
|
|
(4,040
|
)
|
|
(10,305
|
)
|
|
(63,319
|
)
|
|||
Other
|
|
(494
|
)
|
|
2,888
|
|
|
(3,476
|
)
|
|||
Net cash provided by operating activities
|
|
53,980
|
|
|
195,951
|
|
|
108,645
|
|
|||
Investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant, and equipment
|
|
(21,066
|
)
|
|
(120,597
|
)
|
|
(131,609
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(854,031
|
)
|
|||
Proceeds from sale of property, plant, and equipment
|
|
3,354
|
|
|
7,135
|
|
|
17,527
|
|
|||
Other investing activities
|
|
3,456
|
|
|
(1,525
|
)
|
|
374
|
|
|||
Net cash used in investing activities
|
|
(14,256
|
)
|
|
(114,987
|
)
|
|
(967,739
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt
|
|
458,580
|
|
|
535,896
|
|
|
837,519
|
|
|||
Principal payments on long-term debt
|
|
(689,783
|
)
|
|
(598,070
|
)
|
|
(289,900
|
)
|
|||
Proceeds from issuance of CCLP common units, net of underwriters' discount
|
|
—
|
|
|
—
|
|
|
363,149
|
|
|||
CCLP distributions
|
|
(28,956
|
)
|
|
(37,816
|
)
|
|
(12,569
|
)
|
|||
Proceeds from issuance of common stock and warrants, net of underwriters' discount
|
|
168,275
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from CCLP Series A Preferred Units, net of offering costs
|
|
66,935
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of common stock and exercise of stock options
|
|
68
|
|
|
303
|
|
|
1,032
|
|
|||
Financing costs and other financing activities
|
|
(6,073
|
)
|
|
(3,750
|
)
|
|
(27,587
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(30,954
|
)
|
|
(103,437
|
)
|
|
871,644
|
|
|||
Effect of exchange rate changes on cash
|
|
(1,987
|
)
|
|
(2,854
|
)
|
|
(2,920
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
|
6,783
|
|
|
(25,327
|
)
|
|
9,630
|
|
|||
Cash and cash equivalents at beginning of period
|
|
23,057
|
|
|
48,384
|
|
|
38,754
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
29,840
|
|
|
$
|
23,057
|
|
|
$
|
48,384
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
|
$
|
54,506
|
|
|
$
|
52,491
|
|
|
$
|
33,092
|
|
Taxes paid
|
|
4,254
|
|
|
6,710
|
|
|
8,729
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In Thousands)
|
||||||||||
At beginning of period
|
|
$
|
7,847
|
|
|
$
|
2,485
|
|
|
$
|
1,349
|
|
Activity in the period:
|
|
|
|
|
|
|
|
|
|
|||
Provision for doubtful accounts
|
|
2,436
|
|
|
5,387
|
|
|
856
|
|
|||
Account (chargeoffs) recoveries
|
|
(3,992
|
)
|
|
(25
|
)
|
|
280
|
|
|||
At end of period
|
|
$
|
6,291
|
|
|
$
|
7,847
|
|
|
$
|
2,485
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In Thousands)
|
||||||
Finished goods
|
|
$
|
62,064
|
|
|
$
|
54,587
|
|
Raw materials
|
|
2,429
|
|
|
1,731
|
|
||
Parts and supplies
|
|
35,548
|
|
|
37,379
|
|
||
Work in progress
|
|
6,505
|
|
|
23,312
|
|
||
Total inventories
|
|
$
|
106,546
|
|
|
$
|
117,009
|
|
Buildings
|
|
15 – 40 years
|
Barges and vessels
|
|
5 – 30 years
|
Machinery and equipment
|
|
2 – 20 years
|
Automobiles and trucks
|
|
3 – 4 years
|
Chemical plants
|
|
15 – 30 years
|
Compressors
|
|
12 – 20 years
|
|
|
Fluids
|
|
Production Testing
|
|
Compression
|
|
Offshore Services
|
|
Maritech
|
|
Total
|
||||||||||||
|
|
(In Thousands)
|
||||||||||||||||||||||
Balance as of December 31, 2013
|
|
$
|
—
|
|
|
$
|
112,062
|
|
|
$
|
72,161
|
|
|
$
|
3,936
|
|
|
$
|
—
|
|
|
$
|
188,159
|
|
Goodwill adjustments
|
|
—
|
|
|
(64,189
|
)
|
|
—
|
|
|
(3,936
|
)
|
|
—
|
|
|
(68,125
|
)
|
||||||
Balance as of December 31, 2014
|
|
6,636
|
|
|
53,682
|
|
|
233,548
|
|
|
—
|
|
|
—
|
|
|
293,866
|
|
||||||
Goodwill adjustments
|
|
—
|
|
|
(39,775
|
)
|
|
(141,146
|
)
|
|
—
|
|
|
—
|
|
|
(180,921
|
)
|
||||||
Balance as of December 31, 2015
|
|
6,636
|
|
|
13,907
|
|
|
92,402
|
|
|
—
|
|
|
—
|
|
|
112,945
|
|
||||||
Goodwill adjustments
|
|
—
|
|
|
(13,907
|
)
|
|
(92,402
|
)
|
|
—
|
|
|
$
|
—
|
|
|
(106,309
|
)
|
|||||
Balance as of December 31, 2016
|
|
$
|
6,636
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,636
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
Total as of
|
|
Quoted Prices
in Active Markets for Identical Assets or Liabilities |
|
Significant
Other Observable Inputs |
|
Significant
Unobservable Inputs |
||||||||
Description
|
|
Dec 31, 2016
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
|
(In Thousands)
|
||||||||||||||
CCLP Series A Preferred Units
|
|
$
|
77,062
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,062
|
|
Warrants liability
|
|
18,503
|
|
|
—
|
|
|
—
|
|
|
18,503
|
|
||||
Asset for foreign currency derivative contracts
|
|
81
|
|
|
—
|
|
|
81
|
|
|
—
|
|
||||
Liability for foreign currency derivative contracts
|
|
(371
|
)
|
|
—
|
|
|
(371
|
)
|
|
—
|
|
||||
Total
|
|
$
|
95,275
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
Total as of
|
|
Quoted Prices
in Active Markets for Identical Assets or Liabilities |
|
Significant
Other Observable Inputs |
|
Significant
Unobservable Inputs |
||||||||
Description
|
|
Dec 31, 2015
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
|
(In Thousands)
|
||||||||||||||
Asset for foreign currency derivative contracts
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
—
|
|
Liability for foreign currency derivative contracts
|
|
(385
|
)
|
|
—
|
|
|
(385
|
)
|
|
—
|
|
||||
Acquisition contingent consideration liability
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
(362
|
)
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||||||
|
|
|
|
Quoted Prices
in Active Markets for Identical Assets or Liabilities (Level 1) |
|
Significant
Other Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Year-to-Date
Impairment Losses |
||||||||||
Description
|
|
Fair Value
|
|
|
|
|
||||||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
Compression equipment
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,357
|
|
Compression intangible assets
|
|
20,600
|
|
(1)
|
—
|
|
|
—
|
|
|
20,600
|
|
|
7,866
|
|
|||||
Compression goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92,334
|
|
|||||
Production Testing equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,592
|
|
|||||
Production Testing intangible assets
|
|
2,900
|
|
(1)
|
—
|
|
|
—
|
|
|
2,900
|
|
|
2,804
|
|
|||||
Production Testing goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,871
|
|
|||||
Offshore Services equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,078
|
|
|||||
Fluids equipment and facilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
218
|
|
|||||
Fluids intangible assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
257
|
|
|||||
Total
|
|
$
|
23,500
|
|
|
|
|
|
|
|
|
$
|
124,377
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||||||
|
|
Total as of
|
|
Quoted Prices
in Active Markets for Identical Assets or Liabilities (Level 1) |
|
Significant
Other Observable Inputs
(Level 2)
|
|
Significant
Unobservable Inputs
(Level 3)
|
|
Year-to-Date
Impairment Losses |
||||||||||
Description
|
|
Dec 31, 2015
|
|
|
|
|
||||||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
Offshore Services assets
|
|
$
|
772
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
772
|
|
|
$
|
6,300
|
|
Offshore Services goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,659
|
|
|||||
Production Testing equipment
|
|
92,402
|
|
|
—
|
|
|
—
|
|
|
92,402
|
|
|
139,444
|
|
|||||
Production Testing intangible assets
|
|
14,476
|
|
|
—
|
|
|
—
|
|
|
14,476
|
|
|
12,310
|
|
|||||
Production Testing goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Fluids equipment and facilities
|
|
13,907
|
|
|
—
|
|
|
—
|
|
|
13,907
|
|
|
37,562
|
|
|||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
127,880
|
|
|
|
|
|
|
|
|
$
|
221,164
|
|
|
Year Ended
|
||
|
December 31, 2014
|
||
|
(In Thousands)
|
||
Revenues
|
$
|
1,287,059
|
|
Depreciation, amortization, and accretion
|
$
|
160,686
|
|
Gross profit
|
$
|
122,636
|
|
|
|
||
Net income (loss)
|
$
|
(166,468
|
)
|
Net income (loss) attributable to TETRA stockholders
|
$
|
(174,771
|
)
|
|
|
||
Per share information:
|
|
|
|
Net income (loss) attributable to TETRA stockholders
|
|
|
|
Basic
|
$
|
(2.22
|
)
|
Diluted
|
$
|
(2.22
|
)
|
|
|
Capital Lease
|
|
Operating Leases
|
||||
|
|
(In Thousands)
|
||||||
2017
|
|
$
|
108
|
|
|
$
|
16,455
|
|
2018
|
|
108
|
|
|
10,258
|
|
||
2019
|
|
108
|
|
|
7,933
|
|
||
2020
|
|
33
|
|
|
7,208
|
|
||
2021
|
|
30
|
|
|
6,814
|
|
||
After 2020
|
|
—
|
|
|
41,147
|
|
||
Total minimum lease payments
|
|
$
|
387
|
|
|
$
|
89,815
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In Thousands)
|
||||||||||
Current
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
—
|
|
|
$
|
(1,310
|
)
|
|
$
|
(69
|
)
|
State
|
|
783
|
|
|
2,022
|
|
|
(195
|
)
|
|||
Foreign
|
|
3,328
|
|
|
7,371
|
|
|
10,318
|
|
|||
|
|
4,111
|
|
|
8,083
|
|
|
10,054
|
|
|||
Deferred
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
—
|
|
|
191
|
|
|
(1,509
|
)
|
|||
State
|
|
(610
|
)
|
|
(1,613
|
)
|
|
3,784
|
|
|||
Foreign
|
|
(1,198
|
)
|
|
1,043
|
|
|
(2,625
|
)
|
|||
|
|
(1,808
|
)
|
|
(379
|
)
|
|
(350
|
)
|
|||
Total tax provision (benefit)
|
|
$
|
2,303
|
|
|
$
|
7,704
|
|
|
$
|
9,704
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In Thousands)
|
||||||||||
Income tax provision (benefit) computed at statutory federal income tax rates
|
|
$
|
(82,982
|
)
|
|
$
|
(70,617
|
)
|
|
$
|
(55,254
|
)
|
State income taxes (net of federal benefit)
|
|
(2,960
|
)
|
|
(608
|
)
|
|
(1,730
|
)
|
|||
Nondeductible meals and entertainment
|
|
419
|
|
|
909
|
|
|
1,433
|
|
|||
Impact of international operations
|
|
7,567
|
|
|
(1,880
|
)
|
|
(7,408
|
)
|
|||
Goodwill impairments
|
|
12,990
|
|
|
20,412
|
|
|
7,442
|
|
|||
Valuation allowance
|
|
58,846
|
|
|
55,392
|
|
|
67,781
|
|
|||
Other
|
|
8,423
|
|
|
4,096
|
|
|
(2,560
|
)
|
|||
Total tax provision (benefit)
|
|
$
|
2,303
|
|
|
$
|
7,704
|
|
|
$
|
9,704
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In Thousands)
|
||||||||||
Domestic
|
|
$
|
(235,394
|
)
|
|
$
|
(195,815
|
)
|
|
$
|
(138,640
|
)
|
International
|
|
(1,696
|
)
|
|
(5,948
|
)
|
|
(19,231
|
)
|
|||
Total
|
|
$
|
(237,090
|
)
|
|
$
|
(201,763
|
)
|
|
$
|
(157,871
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In Thousands)
|
||||||||||
Gross unrecognized tax benefits at beginning of period
|
|
$
|
1,955
|
|
|
$
|
1,959
|
|
|
$
|
2,018
|
|
Decreases in tax positions for prior years
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Increases in tax positions for current year
|
|
16
|
|
|
120
|
|
|
191
|
|
|||
Lapse in statute of limitations
|
|
(378
|
)
|
|
(124
|
)
|
|
(250
|
)
|
|||
Gross unrecognized tax benefits at end of period
|
|
$
|
1,593
|
|
|
$
|
1,955
|
|
|
$
|
1,959
|
|
Jurisdiction
|
Earliest Open Tax Period
|
United States – Federal
|
2012
|
United States – State and Local
|
2002
|
Non-U.S. jurisdictions
|
2010
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In Thousands)
|
||||||
Net operating losses
|
|
$
|
125,358
|
|
|
$
|
91,973
|
|
Foreign tax credits and alternative minimum tax credits
|
|
28,929
|
|
|
19,772
|
|
||
Accruals
|
|
30,795
|
|
|
30,033
|
|
||
Income recognized for tax not book
|
|
1,793
|
|
|
2,608
|
|
||
All other
|
|
8,362
|
|
|
8,686
|
|
||
Total deferred tax assets
|
|
195,237
|
|
|
153,072
|
|
||
Valuation allowance
|
|
(185,275
|
)
|
|
(126,673
|
)
|
||
Net deferred tax assets
|
|
$
|
9,962
|
|
|
$
|
26,399
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In Thousands)
|
||||||
Depreciation and amortization for tax in excess of book expense
|
|
$
|
17,012
|
|
|
$
|
34,146
|
|
All other
|
|
218
|
|
|
1,695
|
|
||
Total deferred tax liability
|
|
17,230
|
|
|
35,841
|
|
||
Net deferred tax liability
|
|
$
|
7,268
|
|
|
$
|
9,442
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In Thousands)
|
||||||
Compensation and employee benefits
|
|
$
|
12,681
|
|
|
$
|
27,276
|
|
Accrued interest
|
|
9,335
|
|
|
12,723
|
|
||
Accrued capital expenditures
|
|
6,782
|
|
|
6,988
|
|
||
Accrued taxes
|
|
11,857
|
|
|
13,695
|
|
||
Other accrued liabilities
|
|
14,981
|
|
|
20,288
|
|
||
Total accrued liabilities
|
|
$
|
55,636
|
|
|
$
|
80,970
|
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
|
|
(In Thousands)
|
||||||
TETRA
|
|
Scheduled Maturity
|
|
|
|
||||
Bank revolving line of credit facility (presented net of the unamortized deferred financing costs of $2.3 million as of December 31, 2016 and $1.3 million as of December 31, 2015)
|
|
September 30, 2019
|
$
|
3,229
|
|
|
$
|
21,572
|
|
5.09% Senior Notes, Series 2010-A (presented net of unamortized deferred financing costs of $0.1 million as of December 31, 2015)
|
|
December 15, 2017
|
—
|
|
|
46,809
|
|
||
5.67% Senior Notes, Series 2010-B (presented net of unamortized deferred financing costs of $0.1 million as of December 31, 2015)
|
|
December 15, 2020
|
—
|
|
|
17,964
|
|
||
4.00% Senior Notes, Series 2013 (presented net of unamortized deferred financing costs of $0.2 million as of December 31, 2015)
|
|
April 29, 2020
|
—
|
|
|
34,753
|
|
||
11.00% Senior Note, Series 2015 (presented net of the unamortized discount of $4.4 million as of December 31, 2016 and $4.9 million as of December 31, 2015 and net of unamortized deferred financing costs of $4.2 million as of December 31, 2016 and $3.2 million as of December 31, 2015)
|
|
November 5, 2022
|
116,411
|
|
|
116,837
|
|
||
Senior Secured Notes (presented net of unamortized deferred financing costs of $1.4 million as of December 31, 2015)
|
|
April 1, 2019
|
—
|
|
|
48,635
|
|
||
Other
|
|
|
—
|
|
|
50
|
|
||
TETRA total debt
|
|
|
119,640
|
|
|
286,620
|
|
||
Less current portion
|
|
|
—
|
|
|
(50
|
)
|
||
TETRA total long-term debt
|
|
|
$
|
119,640
|
|
|
$
|
286,570
|
|
|
|
|
|
|
|
||||
CCLP
|
|
|
|
|
—
|
|
|||
CCLP Bank Credit Facility (presented net of the unamortized deferred financing costs of $4.5 million as of December 31, 2016 and $5.4 million as of December 31, 2015)
|
|
August 4, 2019
|
217,467
|
|
|
229,555
|
|
||
CCLP 7.25% Senior Notes (presented net of the unamortized discount of $3.3 million as of December 31, 2016 and $4.5 million as of December 31, 2015 and net of unamortized deferred financing costs of $6.0 million as of December 31, 2016 and $8.4 million as of December 31, 2015)
|
|
August 15, 2022
|
286,623
|
|
|
337,103
|
|
||
CCLP total debt
|
|
|
504,090
|
|
|
566,658
|
|
||
Less current portion
|
|
|
—
|
|
|
—
|
|
||
CCLP total long-term debt
|
|
|
504,090
|
|
|
566,658
|
|
||
Consolidated total long-term debt
|
|
|
$
|
623,730
|
|
|
$
|
853,228
|
|
|
|
December 31, 2016
|
||||||||||
|
|
(In Thousands)
|
||||||||||
|
|
TETRA
|
|
CCLP
|
|
Consolidated
|
||||||
2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
2019
|
|
3,229
|
|
|
217,467
|
|
|
220,696
|
|
|||
2020
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Thereafter
|
|
116,411
|
|
|
286,623
|
|
|
403,034
|
|
|||
Total maturities
|
|
$
|
119,640
|
|
|
$
|
504,090
|
|
|
$
|
623,730
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(In Thousands)
|
||||||
Beginning balance for the period, as reported
|
|
$
|
57,449
|
|
|
$
|
62,741
|
|
Activity in the period:
|
|
|
|
|
|
|
||
Accretion of liability
|
|
2,249
|
|
|
2,000
|
|
||
Retirement obligations incurred
|
|
—
|
|
|
—
|
|
||
Revisions in estimated cash flows
|
|
(180
|
)
|
|
3,341
|
|
||
Settlement of retirement obligations
|
|
(4,040
|
)
|
|
(10,633
|
)
|
||
Ending balance
|
|
$
|
55,478
|
|
|
$
|
57,449
|
|
Common Shares Outstanding
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
At beginning of period
|
|
80,256,544
|
|
|
79,649,946
|
|
|
78,855,547
|
|
Exercise of common stock options, net
|
|
636,937
|
|
|
67,808
|
|
|
290,369
|
|
Grants of restricted stock, net
|
|
281,591
|
|
|
538,790
|
|
|
504,030
|
|
Issuance of common stock
|
|
33,810,000
|
|
|
—
|
|
|
—
|
|
At end of period
|
|
114,985,072
|
|
|
80,256,544
|
|
|
79,649,946
|
|
Treasury Shares Held
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
At beginning of period
|
|
2,767,084
|
|
|
2,672,930
|
|
|
2,478,084
|
|
Shares received upon exercise of common stock options
|
|
13,854
|
|
|
36,818
|
|
|
189,469
|
|
Shares received upon vesting of restricted stock, net
|
|
85,053
|
|
|
57,336
|
|
|
5,377
|
|
At end of period
|
|
2,865,991
|
|
|
2,767,084
|
|
|
2,672,930
|
|
|
|
Units
|
|
Weighted Average
Grant Date Fair
Value Per Unit
|
|||
|
|
(In Thousands)
|
|
|
|||
Nonvested units outstanding at December 31, 2015
(1)
|
|
309
|
|
|
$
|
21.77
|
|
Units granted
(1)
|
|
397
|
|
|
8.34
|
|
|
Units cancelled
|
|
(74
|
)
|
|
20.07
|
|
|
Units vested
|
|
(23
|
)
|
|
17.07
|
|
|
Nonvested units outstanding at December 31, 2016
(2)
|
|
609
|
|
|
$
|
13.41
|
|
(1)
|
The number of units granted shown above excludes
91,832
performance-based phantom units, which represents the maximum number of common units that would be issued if the maximum level of performance under the awards is achieved.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Expected stock price volatility
|
|
52%
|
|
|
49% to 51%
|
|
|
44% to 45%
|
|
Expected life of options
|
|
4.6 years
|
|
|
4.6 years
|
|
|
4.9 years
|
|
Risk free interest rate
|
|
1.2%
|
|
|
1.41% to 1.51%
|
|
|
.01%
|
|
Expected dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Shares Under Option
|
|
Weighted Average
Option Price
Per Share
|
|
Weighted-Average Remaining Contractual Life
|
|
Aggregate Intrinsic Value
(in thousands) |
|||||
|
|
(In Thousands)
|
|
|
|
|
|
|
|||||
Outstanding at January 1, 2016
|
|
4,167
|
|
|
$
|
11.23
|
|
|
|
|
|
||
Options granted
|
|
851
|
|
|
7.14
|
|
|
|
|
|
|||
Options cancelled
|
|
(383
|
)
|
|
9.25
|
|
|
|
|
|
|||
Options exercised
|
|
(28
|
)
|
|
4.07
|
|
|
|
|
|
|||
Options expired
|
|
(220
|
)
|
|
$
|
28.00
|
|
|
|
|
|
||
Outstanding at December 31, 2016
|
|
4,387
|
|
|
$
|
9.81
|
|
|
5.8
|
|
$
|
629
|
|
Expected to vest at December 31, 2016
|
|
4,293
|
|
|
$
|
9.87
|
|
|
5.7
|
|
$
|
629
|
|
Exercisable at December 31, 2016
|
|
3,214
|
|
|
$
|
10.71
|
|
|
4.7
|
|
$
|
629
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair
Value Per Share
|
|||
|
|
(In Thousands)
|
|
|
|||
Nonvested restricted shares outstanding at December 31, 2015
|
|
878
|
|
|
$
|
8.54
|
|
Granted
|
|
1,226
|
|
|
6.31
|
|
|
Vested
|
|
(1,205
|
)
|
|
6.97
|
|
|
Cancelled/Forfeited
|
|
(94
|
)
|
|
7.08
|
|
|
Nonvested restricted shares outstanding at December 31, 2016
|
|
805
|
|
|
$
|
7.65
|
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
|||
|
|
(In Thousands)
|
|
|
|
|
|||
Forward purchase euro
|
|
$
|
509
|
|
|
1.07
|
|
|
1/18/2017
|
Forward purchase pounds sterling
|
|
$
|
6,258
|
|
|
1.28
|
|
|
1/18/2017
|
Forward purchase Mexican peso
|
|
$
|
6,740
|
|
|
20.18
|
|
|
1/18/2017
|
Forward sale Norwegian krone
|
|
$
|
2,322
|
|
|
8.53
|
|
|
1/18/2017
|
Forward sale Mexican peso
|
|
$
|
2,483
|
|
|
20.18
|
|
1/18/2017
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward purchase euro
|
|
$
|
3,768
|
|
|
1.11
|
|
1/19/2016
|
Forward purchase pounds sterling
|
|
$
|
12,614
|
|
|
1.52
|
|
1/19/2016
|
Forward purchase Mexican peso
|
|
$
|
7,850
|
|
|
17.45
|
|
1/19/2016
|
Forward purchase Saudi Arabia riyal
|
|
$
|
5,040
|
|
|
3.74
|
|
1/5/2016
|
Forward sale Mexican peso
|
|
$
|
4,641
|
|
|
17.45
|
|
1/19/2016
|
Foreign currency derivative instruments
|
Balance Sheet Location
|
|
Fair Value at
December 31, 2016 |
Fair Value at
December 31, 2015 |
|||||
|
|
|
|
(In Thousands)
|
|||||
Forward purchase contracts
|
|
Current assets
|
|
$
|
—
|
|
$
|
—
|
|
Forward sale contracts
|
|
Current assets
|
|
81
|
|
23
|
|
||
Forward sale contracts
|
|
Current liabilities
|
|
—
|
|
(31
|
)
|
||
Forward purchase contracts
|
|
Current liabilities
|
|
(371
|
)
|
(354
|
)
|
||
Total
|
|
|
|
$
|
(290
|
)
|
$
|
(362
|
)
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
|
|
(In Thousands)
|
|||||||
Number of weighted average common shares outstanding
|
|
87,286
|
|
|
79,169
|
|
|
78,600
|
|
Assumed exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
Average diluted shares outstanding
|
|
87,286
|
|
|
79,169
|
|
|
78,600
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In Thousands)
|
||||||||||
Revenues from external customers
|
|
|
|
|
|
|
|
|
|
|||
Product sales
|
|
|
|
|
|
|
|
|
|
|||
Fluids Division
|
|
$
|
176,882
|
|
|
$
|
306,307
|
|
|
$
|
294,895
|
|
Production Testing Division
|
|
—
|
|
|
6,944
|
|
|
—
|
|
|||
Compression Division
|
|
71,809
|
|
|
141,461
|
|
|
74,827
|
|
|||
Offshore Division
|
|
|
|
|
|
|
|
|
|
|||
Offshore Services
|
|
116
|
|
|
611
|
|
|
534
|
|
|||
Maritech
|
|
751
|
|
|
2,438
|
|
|
4,722
|
|
|||
Total Offshore Division
|
|
867
|
|
|
3,049
|
|
|
5,256
|
|
|||
Consolidated
|
|
$
|
249,558
|
|
|
$
|
457,761
|
|
|
$
|
374,978
|
|
Services and rentals
|
|
|
|
|
|
|
|
|
|
|||
Fluids Division
|
|
$
|
69,625
|
|
|
$
|
117,459
|
|
|
$
|
142,139
|
|
Production Testing Division
|
|
59,509
|
|
|
122,292
|
|
|
188,528
|
|
|||
Compression Division
|
|
239,566
|
|
|
316,178
|
|
|
207,679
|
|
|||
Offshore Division
|
|
|
|
|
|
|
|
|
|
|||
Offshore Services
|
|
76,506
|
|
|
116,455
|
|
|
164,243
|
|
|||
Maritech
|
|
|
|
|
—
|
|
|
—
|
|
|||
Intersegment eliminations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Offshore Division
|
|
76,506
|
|
|
116,455
|
|
|
164,243
|
|
|||
Corporate overhead
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consolidated
|
|
$
|
445,206
|
|
|
$
|
672,384
|
|
|
$
|
702,589
|
|
|
|
|
|
|
|
|
||||||
Interdivision revenues
|
|
|
|
|
|
|
|
|
||||
Fluids Division
|
|
$
|
87
|
|
|
$
|
278
|
|
|
$
|
327
|
|
Production Testing Division
|
|
4,109
|
|
|
4,668
|
|
|
4,296
|
|
|||
Compression Division
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Offshore Division
|
|
|
|
|
|
|
|
|
|
|||
Offshore Services
|
|
903
|
|
|
5,128
|
|
|
30,595
|
|
|||
Maritech
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Intersegment eliminations
|
|
(903
|
)
|
|
(5,128
|
)
|
|
(30,595
|
)
|
|||
Total Offshore Division
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interdivision eliminations
|
|
(4,196
|
)
|
|
(4,946
|
)
|
|
(4,623
|
)
|
|||
Consolidated
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Total revenues
|
|
|
|
|
|
|
|
|
|
Fluids Division
|
|
$
|
246,595
|
|
|
$
|
424,044
|
|
|
$
|
437,362
|
|
Production Testing Division
|
|
63,618
|
|
|
133,904
|
|
|
192,824
|
|
|||
Compression Division
|
|
311,374
|
|
|
457,639
|
|
|
282,505
|
|
|||
Offshore Division
|
|
|
|
|
|
|
|
|
|
|||
Offshore Services
|
|
77,525
|
|
|
122,194
|
|
|
195,372
|
|
|||
Maritech
|
|
751
|
|
|
2,438
|
|
|
4,722
|
|
|||
Intersegment eliminations
|
|
(903
|
)
|
|
(5,128
|
)
|
|
(30,595
|
)
|
|||
Total Offshore Division
|
|
77,373
|
|
|
119,504
|
|
|
169,499
|
|
|||
Corporate overhead
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interdivision eliminations
|
|
(4,196
|
)
|
|
(4,946
|
)
|
|
(4,623
|
)
|
|||
Consolidated
|
|
$
|
694,764
|
|
|
$
|
1,130,145
|
|
|
$
|
1,077,567
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In Thousands)
|
||||||||||
Depreciation, amortization, and accretion
|
|
|
|
|
|
|
|
|
|
|||
Fluids Division
|
|
$
|
28,338
|
|
|
$
|
35,125
|
|
|
$
|
31,279
|
|
Production Testing Division
|
|
16,221
|
|
|
24,080
|
|
|
29,324
|
|
|||
Compression Division
|
|
72,159
|
|
|
82,024
|
|
|
41,097
|
|
|||
Offshore Division
|
|
|
|
|
|
|
|
|
||||
Offshore Services
|
|
11,086
|
|
|
11,500
|
|
|
13,327
|
|
|||
Maritech
|
|
1,362
|
|
|
1,375
|
|
|
160
|
|
|||
Intersegment eliminations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Offshore Division
|
|
12,448
|
|
|
12,875
|
|
|
13,487
|
|
|||
Corporate overhead
|
|
429
|
|
|
911
|
|
|
1,725
|
|
|||
Consolidated
|
|
$
|
129,595
|
|
|
$
|
155,015
|
|
|
$
|
116,912
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|||
Fluids Division
|
|
$
|
32
|
|
|
$
|
22
|
|
|
$
|
21
|
|
Production Testing Division
|
|
42
|
|
|
—
|
|
|
29
|
|
|||
Compression Division
|
|
38,271
|
|
|
35,235
|
|
|
15,562
|
|
|||
Offshore Division
|
|
|
|
|
|
|
|
|
|
|||
Offshore Services
|
|
—
|
|
|
—
|
|
|
36
|
|
|||
Maritech
|
|
12
|
|
|
29
|
|
|
—
|
|
|||
Intersegment eliminations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Offshore Division
|
|
12
|
|
|
29
|
|
|
36
|
|
|||
Corporate overhead
|
|
21,639
|
|
|
19,879
|
|
|
20,063
|
|
|||
Consolidated
|
|
$
|
59,996
|
|
|
$
|
55,165
|
|
|
$
|
35,711
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In Thousands)
|
||||||||||
Income (loss) before taxes
|
|
|
|
|
|
|
|
|
|
|||
Fluids Division
|
|
$
|
10,430
|
|
|
$
|
80,789
|
|
|
$
|
64,705
|
|
Production Testing Division
|
|
(35,471
|
)
|
|
(55,720
|
)
|
|
(66,156
|
)
|
|||
Compression Division
|
|
(136,327
|
)
|
|
(146,798
|
)
|
|
7,340
|
|
|||
Offshore Division
|
|
|
|
|
|
|
|
|
|
|||
Offshore Services
|
|
(12,025
|
)
|
|
(195
|
)
|
|
(26,251
|
)
|
|||
Maritech
|
|
(1,841
|
)
|
|
(3,833
|
)
|
|
(71,154
|
)
|
|||
Intersegment eliminations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Offshore Division
|
|
(13,866
|
)
|
|
(4,028
|
)
|
|
(97,405
|
)
|
|||
Interdivision eliminations
|
|
7
|
|
|
(1
|
)
|
|
—
|
|
|||
Corporate overhead
(1)
|
|
(61,864
|
)
|
|
(76,005
|
)
|
|
(66,355
|
)
|
|||
Consolidated
|
|
$
|
(237,090
|
)
|
|
$
|
(201,763
|
)
|
|
$
|
(157,871
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In Thousands)
|
||||||||||
Total assets
|
|
|
|
|
|
|
|
|
|
|||
Fluids Division
|
|
$
|
322,858
|
|
|
$
|
370,892
|
|
|
$
|
423,989
|
|
Production Testing Division
|
|
87,462
|
|
|
134,725
|
|
|
241,640
|
|
|||
Compression Division
|
|
816,148
|
|
|
1,004,760
|
|
|
1,256,970
|
|
|||
Offshore Division
|
|
|
|
|
|
|
|
|
|
|||
Offshore Services
|
|
102,715
|
|
|
131,916
|
|
|
129,350
|
|
|||
Maritech
|
|
3,660
|
|
|
18,453
|
|
|
23,479
|
|
|||
Intersegment eliminations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Offshore Division
|
|
106,375
|
|
|
150,369
|
|
|
152,829
|
|
|||
Corporate overhead and eliminations
|
|
(17,303
|
)
|
|
(24,544
|
)
|
|
(11,906
|
)
|
|||
Consolidated
|
|
$
|
1,315,540
|
|
|
$
|
1,636,202
|
|
|
$
|
2,063,522
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
|
|
|
|
|||
Fluids Division
|
|
$
|
2,311
|
|
|
$
|
11,104
|
|
|
$
|
41,307
|
|
Production Testing Division
|
|
802
|
|
|
7,843
|
|
|
31,226
|
|
|||
Compression Division
|
|
11,568
|
|
|
95,586
|
|
|
37,516
|
|
|||
Offshore Division
|
|
|
|
|
|
|
|
|
|
|||
Offshore Services
|
|
5,913
|
|
|
5,949
|
|
|
20,013
|
|
|||
Maritech
|
|
—
|
|
|
38
|
|
|
—
|
|
|||
Intersegment eliminations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total Offshore Division
|
|
5,913
|
|
|
5,987
|
|
|
20,013
|
|
|||
Corporate overhead
|
|
472
|
|
|
77
|
|
|
1,547
|
|
|||
Consolidated
|
|
$
|
21,066
|
|
|
$
|
120,597
|
|
|
$
|
131,609
|
|
(1)
|
Amounts reflected include the following general corporate expenses:
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In Thousands)
|
||||||||||
General and administrative expense
|
|
$
|
34,767
|
|
|
$
|
52,189
|
|
|
$
|
41,139
|
|
Depreciation and amortization
|
|
430
|
|
|
913
|
|
|
1,725
|
|
|||
Interest expense, net
|
|
21,157
|
|
|
18,654
|
|
|
19,268
|
|
|||
Other general corporate (income) expense, net
|
|
5,510
|
|
|
4,249
|
|
|
4,223
|
|
|||
Total
|
|
$
|
61,864
|
|
|
$
|
76,005
|
|
|
$
|
66,355
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In Thousands)
|
||||||||||
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
$
|
535,613
|
|
|
$
|
896,131
|
|
|
$
|
768,688
|
|
Canada and Mexico
|
|
34,560
|
|
|
44,542
|
|
|
73,632
|
|
|||
South America
|
|
20,480
|
|
|
26,554
|
|
|
40,719
|
|
|||
Europe
|
|
71,882
|
|
|
80,432
|
|
|
105,457
|
|
|||
Africa
|
|
10,345
|
|
|
20,761
|
|
|
22,277
|
|
|||
Asia and other
|
|
21,884
|
|
|
61,725
|
|
|
66,794
|
|
|||
Total
|
|
$
|
694,764
|
|
|
$
|
1,130,145
|
|
|
$
|
1,077,567
|
|
Transfers between geographic areas:
|
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Canada and Mexico
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
South America
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Europe
|
|
93
|
|
|
1,252
|
|
|
2,871
|
|
|||
Africa
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Asia and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Eliminations
|
|
(93
|
)
|
|
(1,252
|
)
|
|
(2,871
|
)
|
|||
Total revenues
|
|
$
|
694,764
|
|
|
$
|
1,130,145
|
|
|
$
|
1,077,567
|
|
Identifiable assets:
|
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
$
|
1,132,986
|
|
|
$
|
1,403,916
|
|
|
$
|
1,759,491
|
|
Canada and Mexico
|
|
64,163
|
|
|
74,260
|
|
|
97,737
|
|
|||
South America
|
|
21,354
|
|
|
25,603
|
|
|
32,267
|
|
|||
Europe
|
|
53,713
|
|
|
64,695
|
|
|
94,209
|
|
|||
Africa
|
|
5,711
|
|
|
7,542
|
|
|
7,895
|
|
|||
Asia and other
|
|
37,613
|
|
|
60,186
|
|
|
71,923
|
|
|||
Eliminations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total identifiable assets
|
|
$
|
1,315,540
|
|
|
$
|
1,636,202
|
|
|
$
|
2,063,522
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(In Thousands)
|
||||||||||
Oil and gas sales revenues
|
|
$
|
751
|
|
|
$
|
2,438
|
|
|
$
|
4,722
|
|
Production (lifting) costs
|
|
643
|
|
|
921
|
|
|
2,002
|
|
|||
Depreciation, depletion, and amortization
|
|
—
|
|
|
—
|
|
|
30
|
|
|||
Excess decommissioning and abandonment costs
|
|
2,593
|
|
|
2,665
|
|
|
73,194
|
|
|||
Accretion expense
|
|
1,362
|
|
|
1,375
|
|
|
130
|
|
|||
Gain on insurance recoveries
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
Pretax income (loss) from producing activities
|
|
(3,847
|
)
|
|
(2,523
|
)
|
|
(70,628
|
)
|
|||
Income tax expense (benefit)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Results of oil and gas producing activities
|
|
$
|
(3,847
|
)
|
|
$
|
(2,523
|
)
|
|
$
|
(70,628
|
)
|
|
|
Three Months Ended 2016
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(In Thousands, Except Per Share Amounts)
|
||||||||||||||
Total revenues
|
|
$
|
169,329
|
|
|
$
|
175,660
|
|
|
$
|
176,553
|
|
|
$
|
173,222
|
|
Gross profit
|
|
4,611
|
|
|
16,272
|
|
|
28,753
|
|
|
1,781
|
|
||||
Net loss
|
|
(147,731
|
)
|
|
(29,224
|
)
|
|
(24,028
|
)
|
|
(38,410
|
)
|
||||
Net loss attributable to TETRA stockholders
|
|
(88,325
|
)
|
|
(26,574
|
)
|
|
(15,009
|
)
|
|
(31,554
|
)
|
||||
Net loss per share attributable to TETRA stockholders
|
|
$
|
(1.11
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.33
|
)
|
Net income loss per diluted share attributable to TETRA stockholders
|
|
$
|
(1.11
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.33
|
)
|
|
|
Three Months Ended 2015
|
||||||||||||||
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
|
|
(In Thousands, Except Per Share Amounts)
|
||||||||||||||
Total revenues
|
|
$
|
251,092
|
|
|
$
|
316,319
|
|
|
$
|
305,144
|
|
|
$
|
257,590
|
|
Gross profit
|
|
46,087
|
|
|
69,861
|
|
|
70,534
|
|
|
2,755
|
|
||||
Net income (loss)
|
|
(3,622
|
)
|
|
15,367
|
|
|
10,736
|
|
|
(231,946
|
)
|
||||
Net income (loss) attributable to TETRA stockholders
|
|
(4,447
|
)
|
|
14,925
|
|
|
9,755
|
|
|
(146,415
|
)
|
||||
Net income (loss) per share attributable to TETRA stockholders
|
|
$
|
(0.06
|
)
|
|
$
|
0.19
|
|
|
$
|
0.12
|
|
|
$
|
(1.84
|
)
|
Net income (loss) per diluted share attributable to TETRA stockholders
|
|
$
|
(0.06
|
)
|
|
$
|
0.19
|
|
|
$
|
0.12
|
|
|
$
|
(1.84
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Accounts receivable
|
$
|
35,058
|
|
|
$
|
54,187
|
|
Inventories
|
44,765
|
|
|
39,766
|
|
||
Prepaid expenses
|
2,091
|
|
|
4,903
|
|
||
Other current assets
|
5,680
|
|
|
6,055
|
|
||
Total current assets
|
87,594
|
|
|
104,911
|
|
||
Property, plant and equipment
|
341,985
|
|
|
346,622
|
|
||
Less accumulated depreciation
|
(188,268
|
)
|
|
(171,931
|
)
|
||
Property, plant, and equipment, net
|
153,717
|
|
|
174,691
|
|
||
Other assets, including investment in and amounts due from wholly owned subsidiaries
|
833,395
|
|
|
935,742
|
|
||
Total assets
|
1,074,706
|
|
|
1,215,344
|
|
||
|
|
|
|
||||
Liabilities and stockholders' equity
|
|
|
|
|
|
||
Current liabilities
|
32,999
|
|
|
57,162
|
|
||
Long-term debt
|
119,640
|
|
|
286,620
|
|
||
Other non-current liabilities
|
688,542
|
|
|
630,345
|
|
||
Total liabilities
|
841,181
|
|
|
974,127
|
|
||
|
|
|
|
||||
Stockholders' equity
|
|
|
|
||||
Common stock
|
1,179
|
|
|
830
|
|
||
Other stockholders' equity
|
283,631
|
|
|
283,522
|
|
||
Accumulated other comprehensive income (loss)
|
(51,285
|
)
|
|
(43,135
|
)
|
||
Total Stockholders' Equity
|
233,525
|
|
|
241,217
|
|
||
Total liabilities and equity
|
$
|
1,074,706
|
|
|
$
|
1,215,344
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Net sales and gross revenues
|
|
$163,232
|
|
$314,567
|
|
$303,349
|
||||||
|
|
|
|
|
|
|
||||||
Cost of revenues
|
|
119,350
|
|
|
189,362
|
|
|
210,787
|
|
|||
Depreciation, amortization, and accretion
|
|
49,687
|
|
|
50,708
|
|
|
32,267
|
|
|||
General and administrative expenses
|
|
25,922
|
|
|
69,925
|
|
|
58,978
|
|
|||
Interest expense
|
|
22,550
|
|
|
19,901
|
|
|
19,983
|
|
|||
Other income (expense), net
|
|
4,247
|
|
|
1,097
|
|
|
2,934
|
|
|||
Equity in net loss of subsidiaries
|
|
181,780
|
|
|
192,242
|
|
|
141,203
|
|
|||
|
|
403,536
|
|
|
523,235
|
|
|
466,152
|
|
|||
Income (loss) before taxes and discontinued operations
|
|
(240,304
|
)
|
|
(208,668
|
)
|
|
(162,803
|
)
|
|||
Provision (benefit) for income taxes
|
|
(911
|
)
|
|
799
|
|
|
4,772
|
|
|||
Income (loss)
|
|
$
|
(239,393
|
)
|
|
$
|
(209,467
|
)
|
|
$
|
(167,575
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
|
$
|
14,861
|
|
|
$
|
100,932
|
|
|
$
|
87,451
|
|
|
|
|
|
|
|
|
||||||
Investing activities:
|
|
|
|
|
|
|
||||||
Acquisition of businesses, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(14,799
|
)
|
|||
Purchases of property, plant and equipment
|
|
(2,931
|
)
|
|
678
|
|
|
(26,067
|
)
|
|||
Proceeds from sale of property, plant, and equipment
|
|
1,325
|
|
|
2,146
|
|
|
6,210
|
|
|||
Advances and other investing activities
|
|
314
|
|
|
1,626
|
|
|
616
|
|
|||
Other investing activities
|
|
(10,000
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
|
(11,292
|
)
|
|
4,450
|
|
|
(34,040
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
|
349,550
|
|
|
472,896
|
|
|
143,188
|
|
|||
Payments of long-term debt
|
|
(516,900
|
)
|
|
(575,070
|
)
|
|
(195,956
|
)
|
|||
Distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Finance costs
|
|
(4,494
|
)
|
|
(3,742
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock, net of underwriters' discount
|
|
168,275
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of common stock and exercise of stock options
|
|
—
|
|
|
303
|
|
|
1,032
|
|
|||
Net cash used in financing activities
|
|
(3,569
|
)
|
|
(105,613
|
)
|
|
(51,736
|
)
|
|||
Increase (decrease) in cash
|
|
—
|
|
|
(231
|
)
|
|
1,675
|
|
|||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
231
|
|
|
(1,444
|
)
|
|||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
231
|
|
•
|
Monthly cash retainer of $3,375.
|
•
|
Meeting fees of $1,215 for each Board meeting attended. In addition, members of the Audit Committee, Management and Compensation Committee, and Nominating and Corporate Governance Committee receive meeting fees of $1,215 for each committee meeting attended. All meeting fees are payable on the date of the meeting.
|
Named Executive Officer
|
Title
|
Current Base Salary
|
Stuart M. Brightman
|
President and Chief Executive Officer
|
$562,499
|
Elijio V. Serrano
|
Senior Vice President and Chief Financial Officer
|
$370,431
|
Joseph Elkhoury
|
Senior Vice President and Chief Operating Officer
|
$405,000
|
Peter J. Pintar
|
Senior Vice President
|
$333,216
|
Bass C. Wallace, Jr.
|
Senior Vice President and General Counsel
|
292,032
|
Name
|
Jurisdiction
|
Compressco, Inc.
|
Delaware
|
Compressco Testing, L.L.C.
|
Oklahoma
|
Compressco Field Services, LLC
|
Oklahoma
|
CSI Compressco GP Inc.
|
Delaware
|
CSI Compressco Investment LLC
|
Delaware
|
CSI Compressco LP
|
Delaware
|
CSI Compressco Sub Inc.
|
Delaware
|
CSI Compressco Finance Inc.
|
Delaware
|
Compressor Systems, Inc.
|
Delaware
|
CSI Compression Holdings, LLC
|
Delaware
|
Rotary Compressor Systems, Inc.
|
Delaware
|
Compressor Systems de Mexico, S. de R.L. de C.V.
|
Mexico
|
Compressor Systems Australia Pty Ltd
|
Australia
|
CSI Compressco Operating LLC
|
Delaware
|
CSI Compressco Field Services International LLC
|
Delaware
|
Compressco de Argentina SRL
|
Argentina
|
CSI Compressco International LLC
|
Delaware
|
CSI Compressco Holdings LLC
|
Delaware
|
CSI Compressco Leasing LLC
|
Delaware
|
Compressco Netherlands Cooperatief U.A.
|
Netherlands
|
Compressco Netherlands B.V.
|
Netherlands
|
Compressco Canada, Inc.
|
Canada
|
CSI Compressco Mexico Investment I LLC
|
Delaware
|
CSI Compressco Mexico Investment II LLC
|
Delaware
|
Providence Natural Gas, LLC
|
Oklahoma
|
Production Enhancement Mexico, S. de R.L. de C.V.
|
Mexico
|
TETRA Applied Holding Company
|
Delaware
|
TETRA Applied Technologies, LLC
|
Delaware
|
Epic Diving & Marine Services, LLC
|
Delaware
|
Maritech Resources, LLC
|
Delaware
|
T-Production Testing, LLC
|
Texas
|
TETRA Production Testing Services, LLC
|
Delaware
|
TETRA Financial Services, Inc.
|
Delaware
|
TETRA-Hamilton Frac Water Services, LLC
|
Oklahoma
|
TETRA International Incorporated
|
Delaware
|
TETRA Middle East for Oil & Gas Services LLC
|
Saudi Arabia
|
TETRA de Argentina SRL
|
Argentina
|
TETRA de Mexico, S.A. de C.V.
|
Mexico
|
TETRA Foreign Investments, LLC
|
Delaware
|
TETRA International Holdings, B.V.
|
Netherlands
|
T-International Holdings C.V.
|
Netherlands
|
TETRA Netherlands, B.V.
|
Netherlands
|
TETRA Oilfield Services Ghana Limited
|
Ghana
|
TETRA Chemicals Europe AB
|
Sweden
|
TETRA Chemicals Europe OY
|
Finland
|
TETRA Egypt (LLC)
|
Egypt
|
TETRA Equipment (Labuan) Ltd.
|
Malaysia
|
TNBV Oilfield Services Ltd.
|
British Virgin Islands
|
TETRA Investments Company U.K. Limited
|
United Kingdom
|
Optima Solutions Holdings Limited
|
United Kingdom
|
Optima Solutions U.K. Limited
|
United Kingdom
|
Well TETRA for Well Services LLC
|
Iraq
|
TETRA Technologies de Mexico, S.A. de C.V.
|
Mexico
|
TETRA Technologies de Venezuela, S.A.
|
Venezuela
|
TETRA Technologies do Brasil, Limitada
|
Brazil
|
TETRA Technologies U.K. Limited
|
United Kingdom
|
TETRA Technologies Nigeria Limited
|
Nigeria
|
TETRA International Employment Ltd. Co.
|
Cayman Islands
|
Tetra-Medit Oil Services
|
Libya
|
TETRA Madeira, Unipessoal Lda
|
Portugal
|
TETRA (Thailand) Limited
|
Thailand
|
TETRA Yemen for Oilfield Services Co., Ltd.
|
Yemen
|
Greywolf Energy Services Ltd.
|
Canada
|
TETRA Process Services, L.C.
|
Texas
|
TSB Offshore, Inc.
|
Delaware
|
TETRA Micronutrients, Inc.
|
Texas
|
1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended
December 31, 2016
, of TETRA Technologies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of
the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 1, 2017
|
/s/Stuart M. Brightman
|
|
|
Stuart M. Brightman
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended
December 31, 2016
, of TETRA Technologies, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 1, 2017
|
/s/Elijio V. Serrano
|
|
|
Elijio V. Serrano
|
|
|
Senior Vice President and Chief Financial Officer
|
Dated:
|
March 1, 2017
|
/s/Stuart M. Brightman
|
|
|
Stuart M. Brightman
|
|
|
President and Chief Executive Officer
|
|
|
TETRA Technologies, Inc.
|
Dated:
|
March 1, 2017
|
/s/Elijio V. Serrano
|
|
|
Elijio V. Serrano
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
TETRA Technologies, Inc.
|