Delaware
|
74-2148293
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
|
|
24955 Interstate 45 North
|
|
The Woodlands, Texas
|
77380
|
(Address of principal executive offices)
|
(zip code)
|
Large accelerated filer [ ]
|
Accelerated filer [ X ]
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [ ]
|
Emerging growth company [ ]
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Product sales
|
$
|
73,054
|
|
|
$
|
55,162
|
|
|
$
|
227,791
|
|
|
$
|
177,305
|
|
Services and rentals
|
143,310
|
|
|
121,391
|
|
|
364,943
|
|
|
344,237
|
|
||||
Total revenues
|
216,364
|
|
|
176,553
|
|
|
592,734
|
|
|
521,542
|
|
||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Cost of product sales
|
50,384
|
|
|
38,832
|
|
|
162,335
|
|
|
135,102
|
|
||||
Cost of services and rentals
|
95,625
|
|
|
77,116
|
|
|
260,793
|
|
|
226,880
|
|
||||
Depreciation, amortization, and accretion
|
29,200
|
|
|
31,852
|
|
|
87,298
|
|
|
98,997
|
|
||||
Impairments of long-lived assets
|
—
|
|
|
—
|
|
|
—
|
|
|
10,927
|
|
||||
Insurance recoveries
|
(2,352
|
)
|
|
—
|
|
|
(2,352
|
)
|
|
—
|
|
||||
Total cost of revenues
|
172,857
|
|
|
147,800
|
|
|
508,074
|
|
|
471,906
|
|
||||
Gross profit
|
43,507
|
|
|
28,753
|
|
|
84,660
|
|
|
49,636
|
|
||||
General and administrative expense
|
31,208
|
|
|
28,589
|
|
|
90,896
|
|
|
89,381
|
|
||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
106,205
|
|
||||
Interest expense, net
|
14,654
|
|
|
14,325
|
|
|
42,749
|
|
|
43,299
|
|
||||
Warrants fair value adjustment income
|
(47
|
)
|
|
—
|
|
|
(11,568
|
)
|
|
—
|
|
||||
CCLP Series A Preferred fair value adjustment
|
(1,137
|
)
|
|
6,294
|
|
|
(4,340
|
)
|
|
6,294
|
|
||||
Litigation arbitration award expense (income), net
|
38
|
|
|
—
|
|
|
(10,064
|
)
|
|
—
|
|
||||
Other (income) expense, net
|
(668
|
)
|
|
2,130
|
|
|
(94
|
)
|
|
3,636
|
|
||||
Income (loss) before taxes
|
(541
|
)
|
|
(22,585
|
)
|
|
(22,919
|
)
|
|
(199,179
|
)
|
||||
Provision (benefit) for income taxes
|
797
|
|
|
1,443
|
|
|
4,290
|
|
|
1,804
|
|
||||
Net income (loss)
|
(1,338
|
)
|
|
(24,028
|
)
|
|
(27,209
|
)
|
|
(200,983
|
)
|
||||
(Income) loss attributable to noncontrolling interest
|
4,483
|
|
|
9,019
|
|
|
16,900
|
|
|
71,075
|
|
||||
Net income (loss) attributable to TETRA stockholders
|
$
|
3,145
|
|
|
$
|
(15,009
|
)
|
|
$
|
(10,309
|
)
|
|
$
|
(129,908
|
)
|
Basic net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|||||||
Net income (loss) attributable to TETRA stockholders
|
$
|
0.03
|
|
|
$
|
(0.16
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(1.53
|
)
|
Average shares outstanding
|
114,563
|
|
|
91,746
|
|
|
114,435
|
|
|
85,093
|
|
||||
Diluted net income (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to TETRA stockholders
|
$
|
0.03
|
|
|
$
|
(0.16
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(1.53
|
)
|
Average diluted shares outstanding
|
114,569
|
|
|
91,746
|
|
|
114,435
|
|
|
85,093
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income (loss)
|
$
|
(1,338
|
)
|
|
$
|
(24,028
|
)
|
|
$
|
(27,209
|
)
|
|
$
|
(200,983
|
)
|
Foreign currency translation adjustment
|
2,620
|
|
|
(1,654
|
)
|
|
7,781
|
|
|
(4,503
|
)
|
||||
Comprehensive income (loss)
|
1,282
|
|
|
(25,682
|
)
|
|
(19,428
|
)
|
|
(205,486
|
)
|
||||
Comprehensive (income) loss attributable to noncontrolling interest
|
4,670
|
|
|
9,346
|
|
|
17,271
|
|
|
71,918
|
|
||||
Comprehensive income (loss) attributable to TETRA stockholders
|
$
|
5,952
|
|
|
$
|
(16,336
|
)
|
|
$
|
(2,157
|
)
|
|
$
|
(133,568
|
)
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
|
(Unaudited)
|
|
|
|
|||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
20,850
|
|
|
$
|
29,840
|
|
Restricted cash
|
262
|
|
|
6,691
|
|
||
Trade accounts receivable, net of allowances of $4,246 in 2017 and $6,291 in 2016
|
152,872
|
|
|
114,284
|
|
||
Inventories
|
122,045
|
|
|
106,546
|
|
||
Assets held for sale
|
30
|
|
|
214
|
|
||
Prepaid expenses and other current assets
|
19,372
|
|
|
18,216
|
|
||
Total current assets
|
315,431
|
|
|
275,791
|
|
||
Property, plant, and equipment:
|
|
|
|
|
|
||
Land and building
|
79,258
|
|
|
78,929
|
|
||
Machinery and equipment
|
1,358,008
|
|
|
1,348,286
|
|
||
Automobiles and trucks
|
35,359
|
|
|
36,341
|
|
||
Chemical plants
|
185,663
|
|
|
182,951
|
|
||
Construction in progress
|
14,458
|
|
|
11,918
|
|
||
Total property, plant, and equipment
|
1,672,746
|
|
|
1,658,425
|
|
||
Less accumulated depreciation
|
(776,876
|
)
|
|
(712,974
|
)
|
||
Net property, plant, and equipment
|
895,870
|
|
|
945,451
|
|
||
Other assets:
|
|
|
|
|
|
||
Goodwill
|
6,636
|
|
|
6,636
|
|
||
Patents, trademarks and other intangible assets, net of accumulated amortization of $63,225 in 2017 and $57,663 in 2016
|
63,645
|
|
|
67,713
|
|
||
Deferred tax assets, net
|
28
|
|
|
28
|
|
||
Other assets
|
19,800
|
|
|
19,921
|
|
||
Total other assets
|
90,109
|
|
|
94,298
|
|
||
Total assets
|
$
|
1,301,410
|
|
|
$
|
1,315,540
|
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
|
(Unaudited)
|
|
|
|
|||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Trade accounts payable
|
$
|
64,320
|
|
|
$
|
45,889
|
|
Unearned income
|
16,659
|
|
|
13,879
|
|
||
Accrued liabilities
|
59,127
|
|
|
55,666
|
|
||
Decommissioning and other asset retirement obligations
|
492
|
|
|
1,451
|
|
||
Total current liabilities
|
140,598
|
|
|
116,885
|
|
||
Long-term debt, net
|
624,126
|
|
|
623,730
|
|
||
Deferred income taxes
|
7,081
|
|
|
7,296
|
|
||
Decommissioning and other asset retirement obligations, net of current portion
|
56,025
|
|
|
54,027
|
|
||
CCLP Series A Preferred Units
|
68,309
|
|
|
77,062
|
|
||
Warrants liability
|
6,936
|
|
|
18,503
|
|
||
Other liabilities
|
15,825
|
|
|
17,571
|
|
||
Total long-term liabilities
|
778,302
|
|
|
798,189
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||
TETRA stockholders' equity:
|
|
|
|
|
|
||
Common stock, par value $0.01 per share; 250,000,000 shares authorized at September 30, 2017 and 150,000,000 shares authorized at December 31, 2016; 118,518,896 shares issued at September 30, 2017 and 117,351,746 shares issued at December 31, 2016
|
1,185
|
|
|
1,174
|
|
||
Additional paid-in capital
|
424,129
|
|
|
419,237
|
|
||
Treasury stock, at cost; 2,606,601 shares held at September 30, 2017, and 2,536,421 shares held at December 31, 2016
|
(18,612
|
)
|
|
(18,316
|
)
|
||
Accumulated other comprehensive income (loss)
|
(43,133
|
)
|
|
(51,285
|
)
|
||
Retained earnings (deficit)
|
(127,595
|
)
|
|
(117,287
|
)
|
||
Total TETRA stockholders' equity
|
235,974
|
|
|
233,523
|
|
||
Noncontrolling interests
|
146,536
|
|
|
166,943
|
|
||
Total equity
|
382,510
|
|
|
400,466
|
|
||
Total liabilities and equity
|
$
|
1,301,410
|
|
|
$
|
1,315,540
|
|
|
Nine Months Ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
Operating activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
(27,209
|
)
|
|
$
|
(200,983
|
)
|
Reconciliation of net income (loss) to cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization, and accretion
|
87,298
|
|
|
98,997
|
|
||
Impairment of long-lived assets
|
—
|
|
|
10,927
|
|
||
Impairment of goodwill
|
—
|
|
|
106,205
|
|
||
Provision (benefit) for deferred income taxes
|
(431
|
)
|
|
(1,002
|
)
|
||
Equity-based compensation expense
|
7,242
|
|
|
11,549
|
|
||
Provision for doubtful accounts
|
1,333
|
|
|
2,323
|
|
||
Excess decommissioning and abandoning costs
|
—
|
|
|
2,795
|
|
||
Amortization of deferred financing costs
|
3,491
|
|
|
2,475
|
|
||
Insurance recoveries associated with damaged equipment
|
(2,352
|
)
|
|
—
|
|
||
CCLP Series A Preferred offering costs
|
37
|
|
|
3,046
|
|
||
CCLP Series A Preferred accrued paid in kind distributions
|
5,606
|
|
|
723
|
|
||
CCLP Series A Preferred fair value adjustment
|
(4,340
|
)
|
|
6,295
|
|
||
Warrants fair value adjustment
|
(11,568
|
)
|
|
—
|
|
||
Other non-cash charges and credits
|
(258
|
)
|
|
2,966
|
|
||
Gain on the extinguishment of debt
|
—
|
|
|
(540
|
)
|
||
Gain on sale of assets
|
(605
|
)
|
|
(2,242
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(34,187
|
)
|
|
59,816
|
|
||
Inventories
|
(13,394
|
)
|
|
(19,193
|
)
|
||
Prepaid expenses and other current assets
|
(1,659
|
)
|
|
3,723
|
|
||
Trade accounts payable and accrued expenses
|
28,368
|
|
|
(55,506
|
)
|
||
Decommissioning liabilities
|
(550
|
)
|
|
(3,769
|
)
|
||
Other
|
12
|
|
|
(1,379
|
)
|
||
Net cash provided by operating activities
|
36,834
|
|
|
27,226
|
|
||
Investing activities:
|
|
|
|
|
|
||
Purchases of property, plant, and equipment, net
|
(28,587
|
)
|
|
(15,438
|
)
|
||
Proceeds on sale of property, plant, and equipment
|
786
|
|
|
2,994
|
|
||
Insurance recoveries associated with damaged equipment
|
2,352
|
|
|
—
|
|
||
Other investing activities
|
254
|
|
|
3,337
|
|
||
Net cash used in investing activities
|
(25,195
|
)
|
|
(9,107
|
)
|
||
Financing activities:
|
|
|
|
|
|
||
Proceeds from long-term debt
|
297,100
|
|
|
367,500
|
|
||
Principal payments on long-term debt
|
(301,250
|
)
|
|
(485,451
|
)
|
||
CCLP distributions
|
(14,815
|
)
|
|
(21,642
|
)
|
||
Proceeds from issuance of common stock, net of underwriters' discount
|
—
|
|
|
60,152
|
|
||
Proceeds from CCLP Series A Preferred Units, net of offering costs
|
—
|
|
|
67,321
|
|
||
Tax remittances on equity based compensation
|
(624
|
)
|
|
(1,562
|
)
|
||
Debt issuance costs and other financing activities
|
(1,573
|
)
|
|
(4,094
|
)
|
||
Net cash used in financing activities
|
(21,162
|
)
|
|
(17,776
|
)
|
||
Effect of exchange rate changes on cash
|
533
|
|
|
(1,190
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(8,990
|
)
|
|
(847
|
)
|
||
Cash and cash equivalents at beginning of period
|
29,840
|
|
|
23,057
|
|
||
Cash and cash equivalents at end of period
|
$
|
20,850
|
|
|
$
|
22,210
|
|
Supplemental cash flow information:
|
|
|
|
|
|||
Interest paid
|
$
|
39,919
|
|
|
$
|
48,139
|
|
Income taxes paid
|
5,217
|
|
|
3,311
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
|
(In Thousands)
|
||||||
Finished goods
|
$
|
63,947
|
|
|
$
|
62,064
|
|
Raw materials
|
3,604
|
|
|
2,429
|
|
||
Parts and supplies
|
41,122
|
|
|
35,548
|
|
||
Work in progress
|
13,372
|
|
|
6,505
|
|
||
Total inventories
|
$
|
122,045
|
|
|
$
|
106,546
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
|
(In Thousands)
|
||||||||||
Number of weighted average common shares outstanding
|
114,563
|
|
|
91,746
|
|
|
114,435
|
|
|
85,093
|
|
Assumed exercise of equity awards and warrants
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Average diluted shares outstanding
|
114,569
|
|
|
91,746
|
|
|
114,435
|
|
|
85,093
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In Thousands)
|
||||||||||||||
Rental revenue
|
$
|
16,036
|
|
|
$
|
15,508
|
|
|
$
|
37,800
|
|
|
$
|
41,540
|
|
Cost of rental revenue
|
$
|
4,052
|
|
|
$
|
3,641
|
|
|
$
|
12,670
|
|
|
$
|
16,147
|
|
|
|
|
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
|
September 30, 2017
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
(In Thousands)
|
||||||||||||||
CCLP Series A Preferred Units
|
$
|
(68,309
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(68,309
|
)
|
Warrants liability
|
(6,936
|
)
|
|
—
|
|
|
—
|
|
|
(6,936
|
)
|
||||
Cash-settled stock appreciation rights
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
||||
Asset for foreign currency derivative contracts
|
275
|
|
|
—
|
|
|
275
|
|
|
—
|
|
||||
Liability for foreign currency derivative contracts
|
(172
|
)
|
|
—
|
|
|
(172
|
)
|
|
—
|
|
||||
Net liability
|
$
|
(75,164
|
)
|
|
|
|
|
|
|
|
|
|
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
|
December 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
|
)
|
|
—
|
|
||||
Net liability
|
$
|
(95,855
|
)
|
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
|
|
|
(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)
|
|
September 30, 2019
|
$
|
—
|
|
|
$
|
3,229
|
|
11.0% Senior Note, Series 2015 (presented net of the unamortized discount of $4.0 million as of September 30, 2017 and $4.4 million as of December 31, 2016 and net of unamortized deferred financing costs of $3.6 million as of September 30, 2017 and $4.2 million as of December 31, 2016)
|
|
November 5, 2022
|
117,355
|
|
|
116,411
|
|
||
TETRA total debt
|
|
|
117,355
|
|
|
119,640
|
|
||
Less current portion
|
|
|
—
|
|
|
—
|
|
||
TETRA total long-term debt
|
|
|
$
|
117,355
|
|
|
$
|
119,640
|
|
|
|
|
|
|
|
||||
CCLP
|
|
|
|
|
|
||||
CCLP Bank Credit Facility (presented net of the unamortized deferred financing costs of $4.4 million as of September 30, 2017 and $4.5 million as of December 31, 2016)
|
|
August 4, 2019
|
218,977
|
|
|
217,467
|
|
||
CCLP 7.25% Senior Notes (presented net of the unamortized discount of $2.9 million as of September 30, 2017 and $3.3 million as of December 31, 2016 and net of unamortized deferred financing costs of $5.2 million as of September 30, 2017 and $6.0 million as of December 31, 2016)
|
|
August 15, 2022
|
287,794
|
|
|
286,623
|
|
||
CCLP total debt
|
|
|
506,771
|
|
|
504,090
|
|
||
Less current portion
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Consolidated total long-term debt
|
|
|
$
|
624,126
|
|
|
$
|
623,730
|
|
|
Three Months Ended September 30, 2017
|
|
Nine Months Ended September 30, 2017
|
||||
|
(In Thousands)
|
||||||
Beginning balance for the period, as reported
|
$
|
55,999
|
|
|
$
|
55,478
|
|
Activity in the period:
|
|
|
|
||||
Accretion of liability
|
551
|
|
|
1,582
|
|
||
Retirement obligations incurred
|
—
|
|
|
—
|
|
||
Revisions in estimated cash flows
|
26
|
|
|
12
|
|
||
Settlement of retirement obligations
|
(59
|
)
|
|
(555
|
)
|
||
Ending balance
|
$
|
56,517
|
|
|
$
|
56,517
|
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward purchase Euro
|
|
$
|
1,879
|
|
|
1.20
|
|
10/18/2017
|
Forward purchase pounds sterling
|
|
6,980
|
|
|
1.32
|
|
10/18/2017
|
|
Forward sale Canadian dollar
|
|
3,270
|
|
|
1.22
|
|
10/18/2017
|
|
Forward purchase Mexican peso
|
|
6,951
|
|
|
17.93
|
|
10/18/2017
|
|
Forward sale Norwegian krone
|
|
3,009
|
|
|
7.88
|
|
10/18/2017
|
|
Forward sale Mexican peso
|
|
5,088
|
|
|
17.93
|
|
10/18/2017
|
Foreign currency derivative instruments
|
Balance Sheet Location
|
|
Fair Value at September 30,
2017
|
|
Fair Value at December 31, 2016
|
|||||
|
|
|
|
(In Thousands)
|
||||||
Forward sale contracts
|
|
Current assets
|
|
$
|
187
|
|
|
$
|
81
|
|
Forward purchase contracts
|
|
Current assets
|
|
88
|
|
|
—
|
|
||
Forward purchase contracts
|
|
Current liabilities
|
|
(161
|
)
|
|
(371
|
)
|
||
Net asset (liability)
|
|
|
|
$
|
114
|
|
|
$
|
(290
|
)
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
TETRA
|
|
Non-
controlling Interest |
|
Total
|
|
TETRA
|
|
Non-
controlling Interest |
|
Total
|
||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||
Beginning balance for the period
|
$
|
228,673
|
|
|
$
|
155,054
|
|
|
$
|
383,727
|
|
|
$
|
190,449
|
|
|
$
|
197,335
|
|
|
$
|
387,784
|
|
Net income (loss)
|
3,145
|
|
|
(4,483
|
)
|
|
(1,338
|
)
|
|
(15,009
|
)
|
|
(9,019
|
)
|
|
(24,028
|
)
|
||||||
Foreign currency translation adjustment
|
2,807
|
|
|
(187
|
)
|
|
2,620
|
|
|
(1,327
|
)
|
|
(327
|
)
|
|
(1,654
|
)
|
||||||
Comprehensive Income (loss)
|
5,952
|
|
|
(4,670
|
)
|
|
1,282
|
|
|
(16,336
|
)
|
|
(9,346
|
)
|
|
(25,682
|
)
|
||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|
—
|
|
|
115
|
|
||||||
Proceeds from the issuance of stock, net of offering costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(153
|
)
|
|
—
|
|
|
(153
|
)
|
||||||
Conversions of CCLP Series A Preferred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Distributions to public unitholders
|
—
|
|
|
(3,871
|
)
|
|
(3,871
|
)
|
|
—
|
|
|
(7,224
|
)
|
|
(7,224
|
)
|
||||||
Equity-based compensation
|
1,537
|
|
|
45
|
|
|
1,582
|
|
|
1,774
|
|
|
774
|
|
|
2,548
|
|
||||||
Treasury stock and other
|
(188
|
)
|
|
(22
|
)
|
|
(210
|
)
|
|
—
|
|
|
(154
|
)
|
|
(154
|
)
|
||||||
Ending balance as of September 30
|
$
|
235,974
|
|
|
$
|
146,536
|
|
|
$
|
382,510
|
|
|
$
|
175,849
|
|
|
$
|
181,385
|
|
|
$
|
357,234
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||||||
|
TETRA
|
|
Non-
controlling Interest |
|
Total
|
|
TETRA
|
|
Non-
controlling Interest |
|
Total
|
||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||
Beginning balance for the period
|
$
|
233,523
|
|
|
$
|
166,943
|
|
|
$
|
400,466
|
|
|
$
|
241,217
|
|
|
$
|
272,963
|
|
|
$
|
514,180
|
|
Net income (loss)
|
(10,309
|
)
|
|
(16,900
|
)
|
|
(27,209
|
)
|
|
(129,908
|
)
|
|
(71,075
|
)
|
|
(200,983
|
)
|
||||||
Foreign currency translation adjustment
|
8,152
|
|
|
(371
|
)
|
|
7,781
|
|
|
(3,660
|
)
|
|
(843
|
)
|
|
(4,503
|
)
|
||||||
Comprehensive Income (loss)
|
(2,157
|
)
|
|
(17,271
|
)
|
|
(19,428
|
)
|
|
(133,568
|
)
|
|
(71,918
|
)
|
|
(205,486
|
)
|
||||||
Exercise of common stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
142
|
|
|
—
|
|
|
142
|
|
||||||
Proceeds from the issuance of stock, net of offering costs
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|
60,124
|
|
|
—
|
|
|
60,124
|
|
||||||
Conversions of CCLP Series A Preferred
|
—
|
|
|
10,020
|
|
|
10,020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Distributions to public unitholders
|
—
|
|
|
(14,815
|
)
|
|
(14,815
|
)
|
|
—
|
|
|
(21,642
|
)
|
|
(21,642
|
)
|
||||||
Equity-based compensation
|
5,089
|
|
|
1,784
|
|
|
6,873
|
|
|
9,313
|
|
|
2,236
|
|
|
11,549
|
|
||||||
Treasury stock and other
|
(465
|
)
|
|
(125
|
)
|
|
(590
|
)
|
|
(1,379
|
)
|
|
(254
|
)
|
|
(1,633
|
)
|
||||||
Ending balance as of September 30
|
$
|
235,974
|
|
|
$
|
146,536
|
|
|
$
|
382,510
|
|
|
$
|
175,849
|
|
|
$
|
181,385
|
|
|
$
|
357,234
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In Thousands)
|
||||||||||||||
Revenues from external customers
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product sales
|
|
|
|
|
|
|
|
|
|
||||||
Fluids Division
|
$
|
58,191
|
|
|
$
|
40,922
|
|
|
$
|
177,839
|
|
|
$
|
133,409
|
|
Production Testing Division
|
—
|
|
|
—
|
|
|
6,130
|
|
|
—
|
|
||||
Compression Division
|
14,374
|
|
|
14,002
|
|
|
42,755
|
|
|
43,205
|
|
||||
Offshore Division
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In Thousands)
|
||||||||||||||
Offshore Services
|
468
|
|
|
—
|
|
|
640
|
|
|
116
|
|
||||
Maritech
|
21
|
|
|
238
|
|
|
427
|
|
|
575
|
|
||||
Total Offshore Division
|
489
|
|
|
238
|
|
|
1,067
|
|
|
691
|
|
||||
Consolidated
|
$
|
73,054
|
|
|
$
|
55,162
|
|
|
$
|
227,791
|
|
|
$
|
177,305
|
|
|
|
|
|
|
|
|
|
||||||||
Services and rentals
|
|
|
|
|
|
|
|
|
|
||||||
Fluids Division
|
$
|
35,239
|
|
|
$
|
21,687
|
|
|
$
|
77,631
|
|
|
$
|
49,061
|
|
Production Testing Division
|
18,634
|
|
|
14,046
|
|
|
48,935
|
|
|
45,202
|
|
||||
Compression Division
|
57,237
|
|
|
56,716
|
|
|
169,727
|
|
|
185,299
|
|
||||
Offshore Division
|
|
|
|
|
|
|
|
|
|
|
|||||
Offshore Services
|
32,200
|
|
|
29,239
|
|
|
68,650
|
|
|
65,488
|
|
||||
Maritech
|
—
|
|
|
|
|
|
—
|
|
|
|
|
||||
Intersegment eliminations
|
—
|
|
|
(297
|
)
|
|
—
|
|
|
(813
|
)
|
||||
Total Offshore Division
|
32,200
|
|
|
28,942
|
|
|
68,650
|
|
|
64,675
|
|
||||
Consolidated
|
$
|
143,310
|
|
|
$
|
121,391
|
|
|
$
|
364,943
|
|
|
$
|
344,237
|
|
|
|
|
|
|
|
|
|
||||||||
Interdivision revenues
|
|
|
|
|
|
|
|
|
|
||||||
Fluids Division
|
$
|
12
|
|
|
$
|
1
|
|
|
$
|
13
|
|
|
$
|
86
|
|
Production Testing Division
|
293
|
|
|
1,019
|
|
|
1,311
|
|
|
3,118
|
|
||||
Compression Division
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Offshore Division
|
|
|
|
|
|
|
|
|
|
|
|||||
Offshore Services
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Maritech
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Intersegment eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Offshore Division
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interdivision eliminations
|
(305
|
)
|
|
(1,020
|
)
|
|
(1,324
|
)
|
|
(3,204
|
)
|
||||
Consolidated
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
|
|
|
|
|
|
|
|
||||||
Fluids Division
|
$
|
93,442
|
|
|
$
|
62,610
|
|
|
$
|
255,483
|
|
|
$
|
182,556
|
|
Production Testing Division
|
18,927
|
|
|
15,065
|
|
|
56,376
|
|
|
48,320
|
|
||||
Compression Division
|
71,611
|
|
|
70,718
|
|
|
212,482
|
|
|
228,504
|
|
||||
Offshore Division
|
|
|
|
|
|
|
|
|
|
||||||
Offshore Services
|
32,668
|
|
|
29,239
|
|
|
69,290
|
|
|
65,604
|
|
||||
Maritech
|
21
|
|
|
238
|
|
|
427
|
|
|
575
|
|
||||
Intersegment eliminations
|
—
|
|
|
(297
|
)
|
|
—
|
|
|
(813
|
)
|
||||
Total Offshore Division
|
32,689
|
|
|
29,180
|
|
|
69,717
|
|
|
65,366
|
|
||||
Interdivision eliminations
|
(305
|
)
|
|
(1,020
|
)
|
|
(1,324
|
)
|
|
(3,204
|
)
|
||||
Consolidated
|
$
|
216,364
|
|
|
$
|
176,553
|
|
|
$
|
592,734
|
|
|
$
|
521,542
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In Thousands)
|
||||||||||||||
Income (loss) before taxes
|
|
|
|
|
|
|
|
|
|
||||||
Fluids Division
|
$
|
24,891
|
|
|
$
|
8,835
|
|
|
$
|
60,953
|
|
|
$
|
8,931
|
|
Production Testing Division
|
(1,405
|
)
|
|
(4,222
|
)
|
|
(6,565
|
)
|
|
(27,924
|
)
|
||||
Compression Division
|
(7,014
|
)
|
|
(14,862
|
)
|
|
(27,527
|
)
|
|
(123,602
|
)
|
||||
Offshore Division
|
|
|
|
|
|
|
|
|
|
||||||
Offshore Services
|
452
|
|
|
1,879
|
|
|
(12,328
|
)
|
|
(5,792
|
)
|
||||
Maritech
|
(914
|
)
|
|
(643
|
)
|
|
(1,698
|
)
|
|
(4,664
|
)
|
||||
Intersegment eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total Offshore Division
|
(462
|
)
|
|
1,236
|
|
|
(14,026
|
)
|
|
(10,456
|
)
|
||||
Interdivision eliminations
|
—
|
|
|
(2
|
)
|
|
(162
|
)
|
|
5
|
|
||||
Corporate Overhead
(1)
|
(16,551
|
)
|
|
(13,570
|
)
|
|
(35,592
|
)
|
|
(46,133
|
)
|
||||
Consolidated
|
$
|
(541
|
)
|
|
$
|
(22,585
|
)
|
|
$
|
(22,919
|
)
|
|
$
|
(199,179
|
)
|
|
September 30,
|
||||||
|
2017
|
|
2016
|
||||
|
(In Thousands)
|
||||||
Total assets
|
|
|
|
|
|
||
Fluids Division
|
$
|
343,881
|
|
|
$
|
332,322
|
|
Production Testing Division
|
83,731
|
|
|
93,916
|
|
||
Compression Division
|
787,747
|
|
|
832,839
|
|
||
Offshore Division
|
|
|
|
|
|
||
Offshore Services
|
120,464
|
|
|
127,813
|
|
||
Maritech
|
1,389
|
|
|
3,538
|
|
||
Total Offshore Division
|
121,853
|
|
|
131,351
|
|
||
Corporate Overhead and eliminations
|
(35,802
|
)
|
|
(18,378
|
)
|
||
Consolidated
|
$
|
1,301,410
|
|
|
$
|
1,372,050
|
|
(1)
|
Amounts reflected include the following general corporate expenses:
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(In Thousands)
|
||||||||||||||
General and administrative expense
|
$
|
12,277
|
|
|
$
|
8,748
|
|
|
$
|
33,883
|
|
|
$
|
26,698
|
|
Depreciation and amortization
|
129
|
|
|
101
|
|
|
338
|
|
|
328
|
|
||||
Interest expense
|
3,899
|
|
|
4,699
|
|
|
11,913
|
|
|
16,347
|
|
||||
Warrants fair value adjustment
|
(47
|
)
|
|
—
|
|
|
(11,568
|
)
|
|
—
|
|
||||
Other general corporate (income) expense, net
|
293
|
|
|
22
|
|
|
1,026
|
|
|
2,760
|
|
||||
Total
|
$
|
16,551
|
|
|
$
|
13,570
|
|
|
$
|
35,592
|
|
|
$
|
46,133
|
|
|
September 30, 2017
|
||||||||||||||
Condensed Consolidating Balance Sheet
|
TETRA
|
|
CCLP
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(In Thousands)
|
||||||||||||||
Cash, excluding restricted cash
|
$
|
13,472
|
|
|
$
|
7,378
|
|
|
$
|
—
|
|
|
$
|
20,850
|
|
Affiliate receivables
|
12,008
|
|
|
—
|
|
|
(12,008
|
)
|
|
—
|
|
||||
Other current assets
|
202,388
|
|
|
92,193
|
|
|
—
|
|
|
294,581
|
|
||||
Property, plant and equipment, net
|
284,204
|
|
|
611,666
|
|
|
—
|
|
|
895,870
|
|
||||
Other assets, including investment in CCLP
|
21,673
|
|
|
34,705
|
|
|
33,731
|
|
|
90,109
|
|
||||
Total assets
|
$
|
533,745
|
|
|
$
|
745,942
|
|
|
$
|
21,723
|
|
|
$
|
1,301,410
|
|
|
|
|
|
|
|
|
|
||||||||
Affiliate payables
|
$
|
—
|
|
|
$
|
12,008
|
|
|
$
|
(12,008
|
)
|
|
$
|
—
|
|
Other current liabilities
|
95,810
|
|
|
44,788
|
|
|
—
|
|
|
140,598
|
|
||||
Long-term debt, net
|
117,355
|
|
|
506,771
|
|
|
—
|
|
|
624,126
|
|
||||
CCLP Series A Preferred Units
|
—
|
|
|
78,120
|
|
|
(9,811
|
)
|
|
68,309
|
|
||||
Warrants liability
|
6,936
|
|
|
—
|
|
|
—
|
|
|
6,936
|
|
||||
Other non-current liabilities
|
77,670
|
|
|
1,261
|
|
|
—
|
|
|
78,931
|
|
||||
Total equity
|
235,974
|
|
|
102,994
|
|
|
43,542
|
|
|
382,510
|
|
||||
Total liabilities and equity
|
$
|
533,745
|
|
|
$
|
745,942
|
|
|
$
|
21,723
|
|
|
$
|
1,301,410
|
|
|
Three Months Ended
September 30, |
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
216,364
|
|
|
$
|
176,553
|
|
|
$
|
39,811
|
|
|
22.5
|
%
|
Gross profit
|
43,507
|
|
|
28,753
|
|
|
14,754
|
|
|
51.3
|
%
|
|||
Gross profit as a percentage of revenue
|
20.1
|
%
|
|
16.3
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
31,208
|
|
|
28,589
|
|
|
2,619
|
|
|
9.2
|
%
|
|||
General and administrative expense as a percentage of revenue
|
14.4
|
%
|
|
16.2
|
%
|
|
|
|
|
|
|
|||
Interest expense, net
|
14,654
|
|
|
14,325
|
|
|
329
|
|
|
2.3
|
%
|
|||
Warrants fair value adjustment income
|
(47
|
)
|
|
—
|
|
|
(47
|
)
|
|
|
||||
CCLP Series A Preferred fair value adjustment
|
(1,137
|
)
|
|
6,294
|
|
|
(7,431
|
)
|
|
|
||||
Litigation arbitration award expense (income), net
|
38
|
|
|
—
|
|
|
38
|
|
|
|
||||
Other (income) expense, net
|
(668
|
)
|
|
2,130
|
|
|
(2,798
|
)
|
|
|
||||
Income (loss) before taxes
|
(541
|
)
|
|
(22,585
|
)
|
|
22,044
|
|
|
97.6
|
%
|
|||
Income (loss) before taxes as a percentage of revenue
|
(0.3
|
)%
|
|
(12.8
|
)%
|
|
|
|
|
|
|
|||
Provision (benefit) for income taxes
|
797
|
|
|
1,443
|
|
|
(646
|
)
|
|
|
||||
Net income (loss)
|
(1,338
|
)
|
|
(24,028
|
)
|
|
22,690
|
|
|
|
||||
Net (income) loss attributable to noncontrolling interest
|
4,483
|
|
|
9,019
|
|
|
(4,536
|
)
|
|
|
|
|||
Net income (loss) attributable to TETRA stockholders
|
$
|
3,145
|
|
|
$
|
(15,009
|
)
|
|
$
|
18,154
|
|
|
|
|
Three Months Ended
September 30, |
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
93,442
|
|
|
$
|
62,610
|
|
|
$
|
30,832
|
|
|
49.2
|
%
|
Gross profit
|
31,359
|
|
|
15,369
|
|
|
15,990
|
|
|
104.0
|
%
|
|||
Gross profit as a percentage of revenue
|
33.6
|
%
|
|
24.5
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
6,491
|
|
|
6,434
|
|
|
57
|
|
|
0.9
|
%
|
|||
General and administrative expense as a percentage of revenue
|
6.9
|
%
|
|
10.3
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
(8
|
)
|
|
8
|
|
|
(16
|
)
|
|
|
|
|||
Other (income) expense, net
|
(15
|
)
|
|
92
|
|
|
(107
|
)
|
|
|
|
|||
Income before taxes
|
$
|
24,891
|
|
|
$
|
8,835
|
|
|
$
|
16,056
|
|
|
181.7
|
%
|
Income before taxes as a percentage of revenue
|
26.6
|
%
|
|
14.1
|
%
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
18,927
|
|
|
$
|
15,065
|
|
|
$
|
3,862
|
|
|
25.6
|
%
|
Gross profit (loss)
|
404
|
|
|
(2,032
|
)
|
|
2,436
|
|
|
119.9
|
%
|
|||
Gross profit as a percentage of revenue
|
2.1
|
%
|
|
(13.5
|
)%
|
|
|
|
|
|
|
|||
General and administrative expense
|
2,238
|
|
|
2,223
|
|
|
15
|
|
|
0.7
|
%
|
|||
General and administrative expense as a percentage of revenue
|
11.8
|
%
|
|
14.8
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
(47
|
)
|
|
(147
|
)
|
|
100
|
|
|
|
|
|||
Other (income) expense, net
|
(382
|
)
|
|
114
|
|
|
(496
|
)
|
|
|
|
|||
Loss before taxes
|
$
|
(1,405
|
)
|
|
$
|
(4,222
|
)
|
|
$
|
2,817
|
|
|
66.7
|
%
|
Loss before taxes as a percentage of revenue
|
(7.4
|
)%
|
|
(28.0
|
)%
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
71,611
|
|
|
$
|
70,718
|
|
|
$
|
893
|
|
|
1.3
|
%
|
Gross profit
|
11,015
|
|
|
12,353
|
|
|
(1,338
|
)
|
|
(10.8
|
)%
|
|||
Gross profit as a percentage of revenue
|
15.4
|
%
|
|
17.5
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
8,679
|
|
|
9,260
|
|
|
(581
|
)
|
|
(6.3
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
12.1
|
%
|
|
13.1
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
10,811
|
|
|
9,763
|
|
|
1,048
|
|
|
|
|
|||
CCLP Series A Preferred fair value adjustment
|
(1,137
|
)
|
|
6,294
|
|
|
(7,431
|
)
|
|
|
||||
Other (income) expense, net
|
(324
|
)
|
|
1,898
|
|
|
(2,222
|
)
|
|
|
|
|||
Loss before taxes
|
$
|
(7,014
|
)
|
|
$
|
(14,862
|
)
|
|
$
|
(7,848
|
)
|
|
(52.8
|
)%
|
Income (loss) before taxes as a percentage of revenue
|
(9.8
|
)%
|
|
(21.0
|
)%
|
|
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
32,668
|
|
|
$
|
29,239
|
|
|
$
|
3,429
|
|
|
11.7
|
%
|
Gross profit (loss)
|
1,592
|
|
|
3,459
|
|
|
(1,867
|
)
|
|
(54.0
|
)%
|
|||
Gross profit as a percentage of revenue
|
4.9
|
%
|
|
11.8
|
%
|
|
|
|
|
|||||
General and administrative expense
|
1,344
|
|
|
1,580
|
|
|
(236
|
)
|
|
(14.9
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
4.1
|
%
|
|
5.4
|
%
|
|
|
|
|
|||||
Litigation arbitration award expense
|
38
|
|
|
—
|
|
|
38
|
|
|
|
||||
Other (income) expense, net
|
(242
|
)
|
|
—
|
|
|
(242
|
)
|
|
|
||||
Income (loss) before taxes
|
$
|
452
|
|
|
$
|
1,879
|
|
|
$
|
(1,427
|
)
|
|
(75.9
|
)%
|
Income (loss) before taxes as a percentage of revenue
|
1.4
|
%
|
|
6.4
|
%
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
21
|
|
|
$
|
238
|
|
|
$
|
(217
|
)
|
|
(91.2
|
)%
|
Gross profit (loss)
|
(737
|
)
|
|
(297
|
)
|
|
(440
|
)
|
|
|
||||
General and administrative expense
|
177
|
|
|
343
|
|
|
(166
|
)
|
|
(48.4
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
842.9
|
%
|
|
144.1
|
%
|
|
|
|
|
|||||
Interest (income) expense, net
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
|
||||
Other (income) expense, net
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
|
||||
Income (loss) before taxes
|
$
|
(914
|
)
|
|
$
|
(643
|
)
|
|
$
|
(271
|
)
|
|
(42.1
|
)%
|
|
Three Months Ended
September 30, |
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Gross profit (loss) (depreciation expense)
|
$
|
(129
|
)
|
|
$
|
(101
|
)
|
|
$
|
(28
|
)
|
|
(27.7
|
)%
|
General and administrative expense
|
12,277
|
|
|
8,748
|
|
|
3,529
|
|
|
40.3
|
%
|
|||
Interest (income) expense, net
|
3,899
|
|
|
4,699
|
|
|
(800
|
)
|
|
|
|
|||
Warrants fair value adjustment income
|
(47
|
)
|
|
—
|
|
|
(47
|
)
|
|
|
||||
Other (income) expense, net
|
293
|
|
|
22
|
|
|
271
|
|
|
|
|
|||
Loss before taxes
|
$
|
(16,551
|
)
|
|
$
|
(13,570
|
)
|
|
$
|
(2,981
|
)
|
|
(22.0
|
)%
|
|
Nine Months Ended September 30,
|
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
592,734
|
|
|
$
|
521,542
|
|
|
$
|
71,192
|
|
|
13.7
|
%
|
Gross profit
|
84,660
|
|
|
49,636
|
|
|
35,024
|
|
|
70.6
|
%
|
|||
Gross profit as a percentage of revenue
|
14.3
|
%
|
|
9.5
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
90,896
|
|
|
89,381
|
|
|
1,515
|
|
|
1.7
|
%
|
|||
General and administrative expense as a percentage of revenue
|
15.3
|
%
|
|
17.1
|
%
|
|
|
|
|
|
|
|||
Goodwill impairment
|
—
|
|
|
106,205
|
|
|
(106,205
|
)
|
|
|
||||
Interest expense, net
|
42,749
|
|
|
43,299
|
|
|
(550
|
)
|
|
(1.3
|
)%
|
|||
Warrants fair value adjustment income
|
(11,568
|
)
|
|
—
|
|
|
(11,568
|
)
|
|
|
||||
CCLP Series A Preferred fair value adjustment
|
(4,340
|
)
|
|
6,294
|
|
|
(10,634
|
)
|
|
|
||||
Litigation arbitration award expense (income), net
|
(10,064
|
)
|
|
—
|
|
|
(10,064
|
)
|
|
|
||||
Other (income) expense, net
|
(94
|
)
|
|
3,636
|
|
|
(3,730
|
)
|
|
|
||||
Income (loss) before taxes
|
(22,919
|
)
|
|
(199,179
|
)
|
|
176,260
|
|
|
88.5
|
%
|
|||
Income (loss) before taxes as a percentage of revenue
|
(3.9
|
)%
|
|
(38.2
|
)%
|
|
|
|
|
|
|
|||
Provision (benefit) for income taxes
|
4,290
|
|
|
1,804
|
|
|
2,486
|
|
|
|
||||
Net income (loss)
|
(27,209
|
)
|
|
(200,983
|
)
|
|
173,774
|
|
|
|
||||
Net (income) loss attributable to noncontrolling interest
|
16,900
|
|
|
71,075
|
|
|
(54,175
|
)
|
|
|
|
|||
Net income (loss) attributable to TETRA stockholders
|
$
|
(10,309
|
)
|
|
$
|
(129,908
|
)
|
|
$
|
119,599
|
|
|
|
|
Nine Months Ended September 30,
|
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
255,483
|
|
|
$
|
182,556
|
|
|
$
|
72,927
|
|
|
39.9
|
%
|
Gross profit
|
67,828
|
|
|
29,445
|
|
|
38,383
|
|
|
130.4
|
%
|
|||
Gross profit as a percentage of revenue
|
26.5
|
%
|
|
16.1
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
19,229
|
|
|
21,612
|
|
|
(2,383
|
)
|
|
(11.0
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
7.5
|
%
|
|
11.8
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
32
|
|
|
(15
|
)
|
|
47
|
|
|
|
|
|||
Litigation arbitration award income
|
(12,816
|
)
|
|
—
|
|
|
(12,816
|
)
|
|
|
||||
Other (income) expense, net
|
430
|
|
|
(1,083
|
)
|
|
1,513
|
|
|
|
|
|||
Income before taxes
|
$
|
60,953
|
|
|
$
|
8,931
|
|
|
$
|
52,022
|
|
|
582.5
|
%
|
Income before taxes as a percentage of revenue
|
23.9
|
%
|
|
4.9
|
%
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
56,376
|
|
|
$
|
48,320
|
|
|
$
|
8,056
|
|
|
16.7
|
%
|
Gross profit (loss)
|
(374
|
)
|
|
(8,054
|
)
|
|
7,680
|
|
|
95.4
|
%
|
|||
Gross profit as a percentage of revenue
|
(0.7
|
)%
|
|
(16.7
|
)%
|
|
|
|
|
|
|
|||
General and administrative expense
|
7,114
|
|
|
7,414
|
|
|
(300
|
)
|
|
(4.0
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
12.6
|
%
|
|
15.3
|
%
|
|
|
|
|
|
|
|||
Goodwill impairment
|
—
|
|
|
13,871
|
|
|
(13,871
|
)
|
|
|
||||
Interest (income) expense, net
|
(294
|
)
|
|
(479
|
)
|
|
185
|
|
|
|
|
|||
Other (income) expense, net
|
(629
|
)
|
|
(936
|
)
|
|
307
|
|
|
|
|
|||
Loss before taxes
|
$
|
(6,565
|
)
|
|
$
|
(27,924
|
)
|
|
$
|
21,359
|
|
|
76.5
|
%
|
Loss before taxes as a percentage of revenue
|
(11.6
|
)%
|
|
(57.8
|
)%
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
212,482
|
|
|
$
|
228,504
|
|
|
$
|
(16,022
|
)
|
|
(7.0
|
)%
|
Gross profit
|
24,711
|
|
|
33,035
|
|
|
(8,324
|
)
|
|
(25.2
|
)%
|
|||
Gross profit as a percentage of revenue
|
11.6
|
%
|
|
14.5
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
25,670
|
|
|
27,682
|
|
|
(2,012
|
)
|
|
(7.3
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
12.1
|
%
|
|
12.1
|
%
|
|
|
|
|
|
|
|||
Goodwill Impairment
|
—
|
|
|
92,334
|
|
|
(92,334
|
)
|
|
|
||||
Interest expense, net
|
31,098
|
|
|
27,434
|
|
|
3,664
|
|
|
|
|
|||
CCLP Series A Preferred fair value adjustment
|
(4,340
|
)
|
|
6,294
|
|
|
(10,634
|
)
|
|
|
||||
Other (income) expense, net
|
(190
|
)
|
|
2,893
|
|
|
(3,083
|
)
|
|
|
|
|||
Income (loss) before taxes
|
$
|
(27,527
|
)
|
|
$
|
(123,602
|
)
|
|
$
|
96,075
|
|
|
77.7
|
%
|
Income (loss) before taxes as a percentage of revenue
|
(13.0
|
)%
|
|
(54.1
|
)%
|
|
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
69,290
|
|
|
$
|
65,604
|
|
|
$
|
3,686
|
|
|
5.6
|
%
|
Gross profit (loss)
|
(5,504
|
)
|
|
(763
|
)
|
|
(4,741
|
)
|
|
(621.4
|
)%
|
|||
Gross (loss) profit as a percentage of revenue
|
(7.9
|
)%
|
|
(1.2
|
)%
|
|
|
|
|
|||||
General and administrative expense
|
4,410
|
|
|
5,032
|
|
|
(622
|
)
|
|
(12.4
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
6.4
|
%
|
|
7.7
|
%
|
|
|
|
|
|||||
Interest (income) expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
|
||||
Litigation arbitration award expense
|
2,752
|
|
|
—
|
|
|
2,752
|
|
|
|
||||
Other (income) expense, net
|
(338
|
)
|
|
(3
|
)
|
|
(335
|
)
|
|
|
||||
Loss before taxes
|
$
|
(12,328
|
)
|
|
$
|
(5,792
|
)
|
|
$
|
(6,536
|
)
|
|
(112.8
|
)%
|
Loss before taxes as a percentage of revenue
|
(17.8
|
)%
|
|
(8.8
|
)%
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
427
|
|
|
$
|
575
|
|
|
$
|
(148
|
)
|
|
(25.7
|
)%
|
Gross profit (loss)
|
(1,675
|
)
|
|
(3,709
|
)
|
|
2,034
|
|
|
54.8
|
%
|
|||
General and administrative expense
|
588
|
|
|
942
|
|
|
(354
|
)
|
|
(37.6
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
137.7
|
%
|
|
163.8
|
%
|
|
|
|
|
|||||
Interest (income) expense, net
|
—
|
|
|
13
|
|
|
(13
|
)
|
|
|
||||
Other (income) expense, net
|
(565
|
)
|
|
—
|
|
|
(565
|
)
|
|
|
||||
Income (loss) before taxes
|
$
|
(1,698
|
)
|
|
$
|
(4,664
|
)
|
|
$
|
2,966
|
|
|
63.6
|
%
|
|
Nine Months Ended September 30,
|
|
Period to Period Change
|
|||||||||||
|
2017
|
|
2016
|
|
2017 vs 2016
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Gross profit (loss) (depreciation expense)
|
$
|
(338
|
)
|
|
$
|
(328
|
)
|
|
$
|
(10
|
)
|
|
(3.0
|
)%
|
General and administrative expense
|
33,883
|
|
|
26,698
|
|
|
7,185
|
|
|
26.9
|
%
|
|||
Interest expense, net
|
11,913
|
|
|
16,347
|
|
|
(4,434
|
)
|
|
|
|
|||
Warrants fair value adjustment income
|
(11,568
|
)
|
|
—
|
|
|
(11,568
|
)
|
|
|
||||
Other (income) expense, net
|
1,026
|
|
|
2,760
|
|
|
(1,734
|
)
|
|
|
|
|||
Loss before taxes
|
$
|
(35,592
|
)
|
|
$
|
(46,133
|
)
|
|
$
|
10,541
|
|
|
22.8
|
%
|
|
Nine Months Ended September 30, 2017
|
|
Nine months ended September 30, 2016
|
||||
|
(In Thousands)
|
||||||
Operating activities
|
$
|
36,834
|
|
|
$
|
27,226
|
|
Investing activities
|
(25,195
|
)
|
|
(9,107
|
)
|
||
Financing activities
|
(21,162
|
)
|
|
(17,776
|
)
|
•
|
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 our Annual Report on Form 10-K for the year ended
December 31, 2016
, those set forth in Item 1A "Risk Factors" in Part II of this Quarterly Report on Form 10-Q, 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.
|
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)
|
||||||
July 1 – July 31, 2017
|
|
—
|
|
(2)
|
$
|
—
|
|
—
|
|
|
$
|
14,327,000
|
|
August 1 – August 31, 2017
|
|
76
|
|
(2)
|
1.99
|
|
—
|
|
|
14,327,000
|
|
||
September 1 – September 30, 2017
|
|
—
|
|
(2)
|
—
|
|
—
|
|
|
14,327,000
|
|
||
Total
|
|
76
|
|
|
|
|
—
|
|
|
$
|
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 shares of employee restricted stock. These shares were not acquired pursuant to the stock repurchase program.
|
10.1*
|
|
31.1*
|
|
31.2*
|
|
32.1**
|
|
32.2**
|
|
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.
|
+
|
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
three and nine
month periods ended
September 30, 2017
and
2016
; (ii) Consolidated Statements of Comprehensive Income for the
three and nine
month periods ended
September 30, 2017
and
2016
; (iii) Consolidated Balance Sheets as of
September 30, 2017
and
December 31, 2016
; (iv) Consolidated Statements of Cash Flows for the
nine
month periods ended
September 30, 2017
and
2016
; and (v) Notes to Consolidated Financial Statements for the
nine
months ended
September 30, 2017
.
|
|
|
TETRA Technologies, Inc.
|
|
|
|
|
|
Date:
|
November 9, 2017
|
By:
|
/s/Stuart M. Brightman
|
|
|
|
Stuart M. Brightman
|
|
|
|
President
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
November 9, 2017
|
By:
|
/s/Elijio V. Serrano
|
|
|
|
Elijio V. Serrano
|
|
|
|
Senior Vice President
|
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Chief Financial Officer
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Date:
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November 9, 2017
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By:
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/s/Ben C. Chambers
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Ben C. Chambers
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Vice President – Accounting
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Principal Accounting Officer
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Participant Name:
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Stuart M. Brightman
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Date of Grant:
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08/09/2017
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and Address:
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Vesting Commencement Date:
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02/22/2017
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Exercise Price per SAR:
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$4.51
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Expiration Date:
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2/22/2027
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Number of SARs:
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133,946
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Event Triggering Termination of SARs
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Max Time to Exercise
Following Triggering Event
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Termination of Continuous Service (except as provided below)
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90 days from termination
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Termination of Continuous Service due to Disability, death or Retirement
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12 months from termination (or, if Participant dies during such 12-month period, 12 months from Participant's death)
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If to Participant
:
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If to the Company
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Stuart M. Brightman
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TETRA Technologies, Inc.
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24955 Interstate 45 North
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The Woodlands, Texas 77380
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Attention: General Counsel
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With a copy to
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Andrews Kurth Kenyon LLP
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10001 Woodloch Forest Drive
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Suite 200
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The Woodlands, Texas 77380
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Attention: Bill McDonald
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1.
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I have reviewed this report on Form 10-Q for the fiscal
quarter ended
September 30, 2017
, of TETRA Technologies, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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;
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d)
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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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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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 function):
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a)
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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
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date:
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November 9, 2017
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/s/Stuart M. Brightman
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Stuart M. Brightman
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President and
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Chief Executive Officer
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1.
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I have reviewed this report on Form 10-Q for the fiscal
quarter ended
September 30, 2017
, of TETRA Technologies, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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;
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d)
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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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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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 function):
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a)
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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
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date:
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November 9, 2017
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/s/Elijio V. Serrano
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Elijio V. Serrano
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Senior
Vice President and
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Chief Financial Officer
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Dated:
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November 9, 2017
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/s/Stuart M. Brightman
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Stuart M. Brightman
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President and
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Chief Executive Officer
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TETRA Technologies, Inc.
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Dated:
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November 9, 2017
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/s/Elijio V. Serrano
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Elijio V. Serrano
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Senior Vice President and
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Chief Financial Officer
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TETRA Technologies, Inc.
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