Delaware
|
|
|
74-2148293
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
24955 Interstate 45 North
|
The Woodlands,
|
Texas
|
77380
|
(Address of Principal Executive Offices)
|
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock
|
TTI
|
New York Stock Exchange
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☒
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☒
|
|
|
Emerging growth company
|
☐
|
|
Part I
|
|
|
Part II
|
|
|
Part III
|
|
|
Part IV
|
|
•
|
economic and operating conditions that are outside of our control, including the trading price of our common stock, and the supply, demand, and prices of oil and natural gas;
|
•
|
the availability of adequate sources of capital to us;
|
•
|
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;
|
•
|
restrictions under our debt agreements and the consequences of any failure to comply with debt covenants;
|
•
|
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 of cyberattack,
|
•
|
global or national health concerns, including the outbreak of pandemics or epidemics such as the coronavirus (COVID-19), 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.
|
Range of Horsepower Per Package
|
|
Number of Packages
|
|
Aggregate Horsepower
|
|
% of Total Aggregate Horsepower
|
|
|
|
|
|
|
|
|
|
Low horsepower (0-100)
|
|
3,265
|
|
153,062
|
|
13.0
|
%
|
Medium-horsepower (101-1,000)
|
|
1,554
|
|
436,058
|
|
37.0
|
%
|
High-horsepower (1,001 and over)
|
|
426
|
|
588,625
|
|
50.0
|
%
|
Total
|
|
5,245
|
|
1,177,745
|
|
100.0
|
%
|
•
|
our operational performance;
|
•
|
supply, demand, and prices of oil and natural gas;
|
•
|
the activity levels of our customers;
|
•
|
deviations in our earnings from publicly disclosed forward-looking guidance or analysts’ projections;
|
•
|
recommendations by research analysts that cover us and other companies in our industry;
|
•
|
risks related to acquisitions and our growth strategy;
|
•
|
uncertainty about current global economic conditions; and
|
•
|
other general economic conditions.
|
•
|
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.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
||||||||||
|
(In Thousands, Except Per Share Amounts)
|
|||||||||||||||||||
Consolidated Income Statement Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
$
|
1,037,933
|
|
|
$
|
998,775
|
|
|
$
|
723,098
|
|
|
$
|
617,391
|
|
|
$
|
1,010,641
|
|
|
Gross profit
|
91,799
|
|
|
162,298
|
|
|
108,390
|
|
|
60,839
|
|
|
181,157
|
|
|
|||||
General and administrative expense
|
139,747
|
|
|
132,446
|
|
|
115,414
|
|
|
108,422
|
|
|
145,843
|
|
|
|||||
Goodwill impairment
|
25,784
|
|
|
—
|
|
|
—
|
|
|
106,205
|
|
|
177,006
|
|
|
|||||
Interest expense
|
73,886
|
|
|
72,066
|
|
|
58,027
|
|
|
59,984
|
|
|
55,134
|
|
|
|||||
Interest income
|
(656
|
)
|
|
(1,120
|
)
|
|
(781
|
)
|
|
(1,370
|
)
|
|
(688
|
)
|
|
|||||
Other (income) expense, net
|
(2,839
|
)
|
|
(4,668
|
)
|
|
(20,227
|
)
|
|
10,818
|
|
|
1,596
|
|
|
|||||
Loss before taxes and discontinued operations
|
(144,123
|
)
|
|
(36,426
|
)
|
|
(44,043
|
)
|
|
(223,220
|
)
|
|
(197,734
|
)
|
|
|||||
Loss from discontinued operations, net of taxes
|
(10,213
|
)
|
|
(41,515
|
)
|
|
(17,389
|
)
|
|
(14,017
|
)
|
|
(5,334
|
)
|
|
|||||
Net loss
|
(160,500
|
)
|
|
(84,240
|
)
|
|
(62,183
|
)
|
|
(239,393
|
)
|
|
(209,467
|
)
|
|
|||||
Net loss attributable to TETRA stockholders
|
$
|
(147,413
|
)
|
|
$
|
(61,617
|
)
|
|
$
|
(39,048
|
)
|
|
$
|
(161,462
|
)
|
|
$
|
(126,183
|
)
|
|
Loss per share, before discontinued operations attributable to TETRA stockholders
|
$
|
(1.09
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(1.69
|
)
|
|
$
|
(1.53
|
)
|
|
Average shares
|
125,600
|
|
|
124,101
|
|
|
114,499
|
|
|
87,286
|
|
|
79,169
|
|
|
|||||
Loss per diluted share, before discontinued operations attributable to TETRA stockholders
|
$
|
(1.09
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(1.69
|
)
|
|
$
|
(1.53
|
)
|
|
Average diluted shares
|
125,600
|
|
(1), (2)
|
124,101
|
|
(1), (2)
|
114,499
|
|
(1), (2)
|
87,286
|
|
(1), (2)
|
79,169
|
|
(1)
|
(1)
|
For the years ended December 31, 2019, 2018, 2017, 2016, and 2015, the calculation of average diluted shares outstanding excludes the impact of all outstanding stock awards, 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, 2019, 2018, 2017, and 2016, the calculation of average diluted shares outstanding excludes the impact of warrants, as the inclusion of these shares would have been antidilutive due to the net loss recorded during the year.
|
|
|
December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Working capital
|
|
$
|
162,631
|
|
|
$
|
200,340
|
|
|
$
|
164,640
|
|
|
$
|
158,906
|
|
|
$
|
168,783
|
|
Total assets
|
|
1,271,922
|
|
|
1,385,527
|
|
|
1,308,614
|
|
|
1,315,540
|
|
|
1,636,202
|
|
|||||
Long-term debt, net
|
|
842,871
|
|
|
815,560
|
|
|
629,855
|
|
|
623,730
|
|
|
853,228
|
|
|||||
CCLP Series A Preferred Units
|
|
—
|
|
|
27,019
|
|
|
61,436
|
|
|
77,062
|
|
|
—
|
|
|||||
Warrants liability
|
|
449
|
|
|
2,073
|
|
|
13,202
|
|
|
18,503
|
|
|
—
|
|
|||||
Total equity
|
|
162,826
|
|
|
312,749
|
|
|
352,561
|
|
|
400,466
|
|
|
514,180
|
|
•
|
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; and
|
•
|
increases in selected international oil and gas exploration and development activities.
|
•
|
evaluate the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis; and
|
•
|
determine our ability to incur and service debt and fund capital expenditures.
|
|
Twelve Months Ended
|
||||||||||||||||||||||||||
|
December 31, 2019
|
||||||||||||||||||||||||||
|
Net Income (Loss), as reported
|
Tax Provision
|
Income (Loss) Before Tax, as Reported
|
Impairments & Special Charges
|
Adjusted Income (Loss) Before Tax
|
Adjusted Interest Expense, Net
|
Depreciation & Amortization |
Equity Comp. Expense
|
Adjusted EBITDA
|
||||||||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||||||
Completion Fluids & Products Division
|
|
|
$
|
(33,969
|
)
|
$
|
91,140
|
|
$
|
57,171
|
|
$
|
(720
|
)
|
$
|
13,518
|
|
$
|
—
|
|
$
|
69,969
|
|
||||
Water & Flowback Services Division
|
|
|
(21,173
|
)
|
25,619
|
|
4,446
|
|
(1
|
)
|
33,424
|
|
—
|
|
37,869
|
|
|||||||||||
Compression Division
|
|
|
(16,014
|
)
|
8,814
|
|
(7,200
|
)
|
51,974
|
|
76,663
|
|
1,064
|
|
122,501
|
|
|||||||||||
Eliminations and other
|
|
|
14
|
|
—
|
|
14
|
|
—
|
|
(14
|
)
|
—
|
|
—
|
|
|||||||||||
Subtotal
|
|
|
(71,142
|
)
|
125,573
|
|
54,431
|
|
51,253
|
|
123,591
|
|
1,064
|
|
230,339
|
|
|||||||||||
Corporate and other
|
|
|
(72,981
|
)
|
111
|
|
(72,870
|
)
|
21,977
|
|
635
|
|
7,063
|
|
(43,195
|
)
|
|||||||||||
TETRA excluding Discontinued Operations
|
$
|
(150,287
|
)
|
$
|
6,164
|
|
$
|
(144,123
|
)
|
$
|
125,684
|
|
$
|
(18,439
|
)
|
$
|
73,230
|
|
$
|
124,226
|
|
$
|
8,127
|
|
$
|
187,144
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Twelve Months Ended
|
||||||||||||||||||||||||||
|
December 31, 2018
|
||||||||||||||||||||||||||
|
Net Income (Loss), as reported
|
Tax Provision
|
Income (Loss) Before Tax, as Reported
|
Impairments & Special Charges
|
Adjusted Income (Loss) Before Tax
|
Adjusted Interest Expense, Net
|
Depreciation & Amortization
|
Equity Comp. Expense
|
Adjusted EBITDA
|
||||||||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||||||
Completion Fluids & Products Division
|
|
|
$
|
30,623
|
|
$
|
70
|
|
$
|
30,693
|
|
$
|
(599
|
)
|
$
|
15,345
|
|
$
|
—
|
|
$
|
45,439
|
|
||||
Water & Flowback Services Division
|
|
|
28,712
|
|
6,373
|
|
35,085
|
|
—
|
|
28,439
|
|
—
|
|
63,524
|
|
|||||||||||
Compression Division
|
|
|
(33,797
|
)
|
5,788
|
|
(28,009
|
)
|
51,905
|
|
70,500
|
|
639
|
|
95,035
|
|
|||||||||||
Eliminations and other
|
|
|
11
|
|
—
|
|
11
|
|
—
|
|
(17
|
)
|
—
|
|
(6
|
)
|
|||||||||||
Subtotal
|
|
|
25,549
|
|
12,231
|
|
37,780
|
|
51,306
|
|
114,267
|
|
639
|
|
203,992
|
|
|||||||||||
Corporate and other
|
|
|
(61,975
|
)
|
(8,137
|
)
|
(70,112
|
)
|
19,640
|
|
658
|
|
6,740
|
|
(43,074
|
)
|
|||||||||||
TETRA excluding Discontinued Operations
|
$
|
(42,725
|
)
|
$
|
6,299
|
|
$
|
(36,426
|
)
|
$
|
4,094
|
|
$
|
(32,332
|
)
|
$
|
70,946
|
|
$
|
114,925
|
|
$
|
7,379
|
|
$
|
160,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
1,037,933
|
|
|
$
|
998,775
|
|
|
$
|
39,158
|
|
|
3.9
|
%
|
Gross profit
|
|
91,799
|
|
|
162,298
|
|
|
(70,499
|
)
|
|
(43.4
|
)%
|
|||
Gross profit as a percentage of revenue
|
|
8.8
|
%
|
|
16.2
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
139,747
|
|
|
132,446
|
|
|
7,301
|
|
|
5.5
|
%
|
|||
General and administrative expense as a percentage of revenue
|
|
13.5
|
%
|
|
13.3
|
%
|
|
|
|
|
|
||||
Goodwill impairment
|
|
25,784
|
|
|
—
|
|
|
25,784
|
|
|
100.0
|
%
|
|||
Interest expense, net
|
|
73,230
|
|
|
70,946
|
|
|
2,284
|
|
|
3.2
|
%
|
|||
Gain on sale of assets
|
|
(2,333
|
)
|
|
(729
|
)
|
|
(1,604
|
)
|
|
220.0
|
%
|
|||
Warrants fair value adjustment
|
|
(1,624
|
)
|
|
(11,129
|
)
|
|
9,505
|
|
|
(85.4
|
)%
|
|||
CCLP Series A Preferred fair value adjustment
|
|
1,309
|
|
|
(733
|
)
|
|
2,042
|
|
|
(278.6
|
)%
|
|||
Other (income) expense, net
|
|
(191
|
)
|
|
7,923
|
|
|
(8,114
|
)
|
|
(102.4
|
)%
|
|||
Loss before taxes and discontinued operations
|
|
(144,123
|
)
|
|
(36,426
|
)
|
|
(107,697
|
)
|
|
295.7
|
%
|
|||
Loss before taxes and discontinued operations as a percentage of revenue
|
|
(13.9
|
)%
|
|
(3.6
|
)%
|
|
|
|
|
|
|
|||
Provision for income taxes
|
|
6,164
|
|
|
6,299
|
|
|
(135
|
)
|
|
(2.1
|
)%
|
|||
Loss before discontinued operations
|
|
(150,287
|
)
|
|
(42,725
|
)
|
|
(107,562
|
)
|
|
251.8
|
%
|
|||
Loss from discontinued operations (including 2018 loss on disposal of $33.8 million), net of taxes
|
|
(10,213
|
)
|
|
(41,515
|
)
|
|
31,302
|
|
|
(75.4
|
)%
|
|||
Net loss
|
|
(160,500
|
)
|
|
(84,240
|
)
|
|
(76,260
|
)
|
|
90.5
|
%
|
|||
Loss attributable to noncontrolling interest
|
|
13,087
|
|
|
22,623
|
|
|
(9,536
|
)
|
|
(42.2
|
)%
|
|||
Net loss attributable to TETRA stockholders
|
|
$
|
(147,413
|
)
|
|
$
|
(61,617
|
)
|
|
$
|
(85,796
|
)
|
|
139.2
|
%
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
279,255
|
|
|
$
|
257,408
|
|
|
$
|
21,847
|
|
|
8.5
|
%
|
Gross profit (loss)
|
|
(15,034
|
)
|
|
48,675
|
|
|
(63,709
|
)
|
|
(130.9
|
)%
|
|||
Gross profit (loss) as a percentage of revenue
|
|
(5.4
|
)%
|
|
18.9
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
19,990
|
|
|
18,830
|
|
|
1,160
|
|
|
6.2
|
%
|
|||
General and administrative expense as a percentage of revenue
|
|
7.2
|
%
|
|
7.3
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
|
(720
|
)
|
|
(599
|
)
|
|
(121
|
)
|
|
20.2
|
%
|
|||
Other (income) expense, net
|
|
(335
|
)
|
|
(179
|
)
|
|
(156
|
)
|
|
87.2
|
%
|
|||
Income (loss) before taxes
|
|
$
|
(33,969
|
)
|
|
$
|
30,623
|
|
|
$
|
(64,592
|
)
|
|
(210.9
|
)%
|
Income (loss) before taxes as a percentage of revenue
|
|
(12.2
|
)%
|
|
11.9
|
%
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
281,986
|
|
|
$
|
303,072
|
|
|
$
|
(21,086
|
)
|
|
(7.0
|
)%
|
Gross profit
|
|
27,458
|
|
|
55,247
|
|
|
(27,789
|
)
|
|
(50.3
|
)%
|
|||
Gross profit as a percentage of revenue
|
|
9.7
|
%
|
|
18.2
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
25,009
|
|
|
23,640
|
|
|
1,369
|
|
|
5.8
|
%
|
|||
General and administrative expense as a percentage of revenue
|
|
8.9
|
%
|
|
7.8
|
%
|
|
|
|
|
|
|
|||
Goodwill impairment
|
|
25,784
|
|
|
—
|
|
|
25,784
|
|
|
|
|
|||
Interest (income) expense, net
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
%
|
|||
Other (income) expense, net
|
|
(2,161
|
)
|
|
2,895
|
|
|
(5,056
|
)
|
|
(174.6
|
)%
|
|||
Income (loss) before taxes
|
|
$
|
(21,173
|
)
|
|
$
|
28,712
|
|
|
$
|
(49,885
|
)
|
|
(173.7
|
)%
|
Income (loss) before taxes as a percentage of revenue
|
|
(7.5
|
)%
|
|
9.5
|
%
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
|
$
|
476,692
|
|
|
$
|
438,673
|
|
|
$
|
38,019
|
|
|
8.7
|
%
|
Gross profit
|
|
79,992
|
|
|
59,017
|
|
|
20,975
|
|
|
35.5
|
%
|
|||
Gross profit as a percentage of revenue
|
|
16.8
|
%
|
|
13.5
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
|
43,281
|
|
|
39,544
|
|
|
3,737
|
|
|
9.5
|
%
|
|||
General and administrative expense as a percentage of revenue
|
|
9.1
|
%
|
|
9.0
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
|
51,974
|
|
|
51,905
|
|
|
69
|
|
|
0.1
|
%
|
|||
CCLP Series A Preferred fair value adjustment
|
|
1,309
|
|
|
(733
|
)
|
|
2,042
|
|
|
(278.6
|
)%
|
|||
Other (income) expense, net
|
|
(558
|
)
|
|
2,098
|
|
|
(2,656
|
)
|
|
(126.6
|
)%
|
|||
Loss before taxes
|
|
$
|
(16,014
|
)
|
|
$
|
(33,797
|
)
|
|
$
|
17,783
|
|
|
(52.6
|
)%
|
Loss before taxes as a percentage of revenue
|
|
(3.4
|
)%
|
|
(7.7
|
)%
|
|
|
|
|
|
|
|
|
Year Ended
December 31,
|
|
Period to Period Change
|
|||||||||||
|
|
2019
|
|
2018
|
|
2019 vs. 2018
|
|
% Change
|
|||||||
|
|
(In Thousands, Except Percentages)
|
|||||||||||||
Depreciation and amortization
|
|
$
|
(631
|
)
|
|
$
|
(658
|
)
|
|
$
|
27
|
|
|
4.1
|
%
|
General and administrative expense
|
|
51,466
|
|
|
50,431
|
|
|
1,035
|
|
|
2.1
|
%
|
|||
Interest expense, net
|
|
21,977
|
|
|
19,640
|
|
|
2,337
|
|
|
11.9
|
%
|
|||
Warrants fair value adjustment (income) expense
|
|
(1,624
|
)
|
|
(11,128
|
)
|
|
9,504
|
|
|
(85.4
|
)%
|
|||
Other (income) expense, net
|
|
531
|
|
|
2,374
|
|
|
(1,843
|
)
|
|
(77.6
|
)%
|
|||
Loss before taxes
|
|
$
|
(72,981
|
)
|
|
$
|
(61,975
|
)
|
|
$
|
(11,006
|
)
|
|
(17.8
|
)%
|
|
December 31, 2019
|
||||||||||||||
Condensed Consolidating Balance Sheet
|
TETRA
|
|
CCLP
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(In Thousands)
|
||||||||||||||
Cash, excluding restricted cash
|
$
|
15,334
|
|
|
$
|
2,370
|
|
|
$
|
—
|
|
|
$
|
17,704
|
|
Affiliate receivables
|
7,704
|
|
|
—
|
|
|
(7,704
|
)
|
|
—
|
|
||||
Other current assets
|
208,727
|
|
|
124,923
|
|
|
—
|
|
|
333,650
|
|
||||
Property, plant and equipment, net
|
116,270
|
|
|
642,367
|
|
|
—
|
|
|
758,637
|
|
||||
Long-term affiliate receivables
|
12,324
|
|
|
—
|
|
|
(12,324
|
)
|
|
—
|
|
||||
Other assets, including investment in CCLP
|
29,883
|
|
|
52,586
|
|
|
79,462
|
|
|
161,931
|
|
||||
Total assets
|
$
|
390,242
|
|
|
$
|
822,246
|
|
|
$
|
59,434
|
|
|
$
|
1,271,922
|
|
|
|
|
|
|
|
|
|
||||||||
Affiliate payables
|
$
|
—
|
|
|
$
|
7,704
|
|
|
$
|
(7,704
|
)
|
|
$
|
—
|
|
Other current liabilities
|
88,800
|
|
|
99,923
|
|
|
—
|
|
|
188,723
|
|
||||
Long-term debt, net
|
204,633
|
|
|
638,238
|
|
|
—
|
|
|
842,871
|
|
||||
Warrants liability
|
449
|
|
|
—
|
|
|
—
|
|
|
449
|
|
||||
Long-term affiliate payable
|
—
|
|
|
12,324
|
|
|
(12,324
|
)
|
|
—
|
|
||||
Other non-current liabilities
|
61,987
|
|
|
15,066
|
|
|
—
|
|
|
77,053
|
|
||||
Total equity
|
34,373
|
|
|
48,991
|
|
|
79,462
|
|
|
162,826
|
|
||||
Total liabilities and equity
|
$
|
390,242
|
|
|
$
|
822,246
|
|
|
$
|
59,434
|
|
|
$
|
1,271,922
|
|
•
|
any obligation under a guarantee contract that requires initial recognition and measurement under U.S. GAAP;
|
•
|
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
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||||||
Long-term debt - TETRA
|
$
|
221,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,000
|
|
|
$
|
—
|
|
|
$
|
220,500
|
|
Long-term debt - CCLP
|
649,430
|
|
|
—
|
|
|
—
|
|
|
295,930
|
|
|
3,500
|
|
|
—
|
|
|
350,000
|
|
|||||||
Interest on debt - TETRA
|
99,148
|
|
|
17,264
|
|
|
17,264
|
|
|
17,264
|
|
|
17,249
|
|
|
17,204
|
|
|
12,903
|
|
|||||||
Interest on debt - CCLP
|
197,628
|
|
|
47,795
|
|
|
47,795
|
|
|
40,683
|
|
|
26,355
|
|
|
26,250
|
|
|
8,750
|
|
|||||||
Purchase obligations
|
94,950
|
|
|
9,525
|
|
|
9,525
|
|
|
9,525
|
|
|
9,525
|
|
|
9,525
|
|
|
47,325
|
|
|||||||
Asset retirement obligations(1)
|
12,202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,202
|
|
|||||||
Operating leases
|
93,821
|
|
|
21,096
|
|
|
16,099
|
|
|
12,588
|
|
|
9,695
|
|
|
8,323
|
|
|
26,020
|
|
|||||||
Total contractual cash obligations(2)
|
$
|
1,368,679
|
|
|
$
|
95,680
|
|
|
$
|
90,683
|
|
|
$
|
375,990
|
|
|
$
|
67,324
|
|
|
$
|
61,302
|
|
|
$
|
677,700
|
|
(1)
|
We have estimated the timing of these payments for asset retirement obligation liabilities based upon our plans. The amounts shown represent the discounted obligation as of December 31, 2019.
|
(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 $0.4 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 16 – "Income Taxes” in the Notes to Consolidated Financial Statements for further discussion.
|
1.
|
Financial Statements of the Company
|
|
|
|
Page
|
|
F-1
|
|
|
Consolidated Balance Sheets at December 31, 2019 and 2018
|
F-2
|
|
F-4
|
|
|
F-5
|
|
|
F-6
|
|
|
F-7
|
|
|
F-8
|
|
2.
|
Financial statement schedules
|
|
|
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
|
|
2.1
|
|
2.2
|
|
2.3
|
|
2.4
|
|
3.1
|
|
3.2
|
|
3.3
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.5
|
4.6
|
|
4.7
|
|
4.8+
|
|
10.1***
|
|
10.2***
|
|
10.3***
|
|
10.4***
|
|
10.5***
|
|
10.6***
|
|
10.7***
|
|
10.8***
|
|
10.9***
|
|
10.10***
|
|
10.11***
|
|
10.12***
|
|
10.13
|
|
10.14
|
|
10.15***
|
10.16***
|
|
10.17***
|
|
10.18
|
|
10.19***
|
|
10.20***
|
|
10.21***+
|
|
10.22
|
|
10.23
|
|
10.24
|
|
10.25
|
|
10.26
|
|
10.27
|
|
10.28***
|
|
10.29***
|
|
10.30***
|
|
10.31***
|
|
10.32
|
10.33
|
|
10.34***
|
|
10.35***
|
|
10.36***
|
|
10.37***
|
|
10.38***
|
|
10.39***
|
|
10.40***
|
|
10.41***
|
|
10.42***
|
|
10.43***
|
|
10.44***
|
|
10.45***
|
|
10.46***
|
|
10.47
|
|
10.48***
|
|
10.49***
|
|
10.50***
|
|
10.51***
|
|
10.52***
|
|
10.53***
|
21+
|
|
23.1+
|
|
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.
|
***
|
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, 2019, 2018 and 2017; (ii) Consolidated Balance Sheets as of December 31, 2019 and December 31, 2018; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017; (v) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2019, 2018 and 2017; and (vi) Notes to Consolidated Financial Statements for the year ended December 31, 2019.
|
|
|
TETRA Technologies, Inc.
|
|
|
|
|
|
Date:
|
March 16, 2020
|
By:
|
/s/Brady M. Murphy
|
|
|
|
Brady M. Murphy, President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/William D. Sullivan
|
Chairman of
|
March 16, 2020
|
William D. Sullivan
|
the Board of Directors
|
|
|
|
|
/s/Brady M. Murphy
|
President,
|
March 16, 2020
|
Brady M. Murphy
|
Chief Executive Officer,
|
|
|
and Director
|
|
|
(Principal Executive Officer)
|
|
|
|
|
/s/Elijio V. Serrano
|
Senior Vice President
|
March 16, 2020
|
Elijio V. Serrano
|
and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
/s/Richard D. O'Brien
|
Vice President – Finance and Global Controller
|
March 16, 2020
|
Richard D. O'Brien
|
(Principal Accounting Officer)
|
|
|
|
|
/s/Mark E. Baldwin
|
Director
|
March 16, 2020
|
Mark E. Baldwin
|
|
|
|
|
|
/s/Thomas R. Bates, Jr.
|
Director
|
March 16, 2020
|
Thomas R. Bates, Jr.
|
|
|
|
|
|
/s/Stuart M. Brightman
|
Director
|
March 16, 2020
|
Stuart M. Brightman
|
|
|
|
|
|
/s/Paul D. Coombs
|
Director
|
March 16, 2020
|
Paul D. Coombs
|
|
|
|
|
|
/s/John F. Glick
|
Director
|
March 16, 2020
|
John F. Glick
|
|
|
|
|
|
/s/Gina A. Luna
|
Director
|
March 16, 2020
|
Gina A. Luna
|
|
|
|
|
|
/s/Joseph C. Winkler III
|
Director
|
March 16, 2020
|
Joseph C. Winkler III
|
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
17,704
|
|
|
$
|
40,038
|
|
Restricted cash
|
|
64
|
|
|
64
|
|
||
Trade accounts receivable, net of allowance for doubtful accounts of $5,262 in 2019 and $2,583 in 2018
|
|
176,513
|
|
|
187,592
|
|
||
Inventories
|
|
136,510
|
|
|
143,571
|
|
||
Assets of discontinued operations
|
|
—
|
|
|
1,354
|
|
||
Notes receivable
|
|
—
|
|
|
7,544
|
|
||
Prepaid expenses and other current assets
|
|
20,563
|
|
|
20,528
|
|
||
Total current assets
|
|
351,354
|
|
|
400,691
|
|
||
Property, plant, and equipment:
|
|
|
|
|
|
|
||
Land and building
|
|
60,586
|
|
|
78,746
|
|
||
Machinery and equipment
|
|
1,335,157
|
|
|
1,265,732
|
|
||
Automobiles and trucks
|
|
31,681
|
|
|
35,568
|
|
||
Chemical plants
|
|
57,692
|
|
|
188,641
|
|
||
Construction in progress
|
|
34,393
|
|
|
44,419
|
|
||
Total property, plant, and equipment
|
|
1,519,509
|
|
|
1,613,106
|
|
||
Less accumulated depreciation
|
|
(760,872
|
)
|
|
(759,175
|
)
|
||
Net property, plant, and equipment
|
|
758,637
|
|
|
853,931
|
|
||
Other assets:
|
|
|
|
|
|
|||
Goodwill
|
|
—
|
|
|
25,859
|
|
||
Patents, trademarks and other intangible assets, net of accumulated amortization of $88,422 in 2019 and $80,401 in 2018
|
|
74,199
|
|
|
82,184
|
|
||
Deferred tax assets, net
|
|
24
|
|
|
13
|
|
||
Operating lease right-of-use assets
|
|
68,131
|
|
|
—
|
|
||
Other assets
|
|
19,577
|
|
|
22,849
|
|
||
Total other assets
|
|
161,931
|
|
|
130,905
|
|
||
Total assets
|
|
$
|
1,271,922
|
|
|
$
|
1,385,527
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Trade accounts payable
|
|
$
|
88,917
|
|
|
$
|
80,279
|
|
Unearned Income
|
|
9,831
|
|
|
26,695
|
|
||
Accrued liabilities and other
|
|
87,877
|
|
|
89,232
|
|
||
Liabilities of discontinued operations
|
|
2,098
|
|
|
4,145
|
|
||
Total current liabilities
|
|
188,723
|
|
|
200,351
|
|
||
Long-term debt, net
|
|
842,871
|
|
|
815,560
|
|
||
Deferred income taxes
|
|
2,988
|
|
|
3,242
|
|
||
Asset retirement obligations
|
|
12,762
|
|
|
12,202
|
|
||
CCLP Series A Preferred Units
|
|
—
|
|
|
27,019
|
|
||
Warrants liability
|
|
449
|
|
|
2,073
|
|
||
Operating lease liabilities
|
|
53,919
|
|
|
—
|
|
||
Other liabilities
|
|
7,384
|
|
|
12,331
|
|
||
Total long-term liabilities
|
|
920,373
|
|
|
872,427
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
|
||
TETRA stockholders' equity:
|
|
|
|
|
|
|
||
Common stock, par value $0.01 per share; 250,000,000 shares authorized at December 31, 2019 and December 31, 2018; 128,304,354 shares issued at December 31, 2019, and 128,455,134 shares issued at December 31, 2018
|
|
1,283
|
|
|
1,285
|
|
||
Additional paid-in capital
|
|
466,959
|
|
|
460,680
|
|
||
Treasury stock, at cost; 2,823,191 shares held at December 31, 2019, and 2,717,569 shares held at December 31, 2018
|
|
(19,164
|
)
|
|
(18,950
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
(52,183
|
)
|
|
(51,663
|
)
|
||
Retained deficit
|
|
(362,522
|
)
|
|
(217,952
|
)
|
||
Total TETRA stockholders' equity
|
|
34,373
|
|
|
173,400
|
|
||
Noncontrolling interests
|
|
128,453
|
|
|
139,349
|
|
||
Total equity
|
|
162,826
|
|
|
312,749
|
|
||
Total liabilities and equity
|
|
$
|
1,271,922
|
|
|
$
|
1,385,527
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Product sales
|
|
$
|
435,768
|
|
|
$
|
409,227
|
|
|
$
|
305,404
|
|
Services
|
|
602,165
|
|
|
589,548
|
|
|
417,694
|
|
|||
Total revenues
|
|
1,037,933
|
|
|
998,775
|
|
|
723,098
|
|
|||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|||
Cost of product sales
|
|
335,325
|
|
|
327,553
|
|
|
223,504
|
|
|||
Cost of services
|
|
393,158
|
|
|
390,378
|
|
|
274,627
|
|
|||
Depreciation, amortization, and accretion
|
|
124,226
|
|
|
114,925
|
|
|
104,053
|
|
|||
Impairments and other charges
|
|
95,196
|
|
|
3,621
|
|
|
14,876
|
|
|||
Insurance recoveries
|
|
(1,771
|
)
|
|
—
|
|
|
(2,352
|
)
|
|||
Total cost of revenues
|
|
946,134
|
|
|
836,477
|
|
|
614,708
|
|
|||
Gross profit
|
|
91,799
|
|
|
162,298
|
|
|
108,390
|
|
|||
General and administrative expense
|
|
139,747
|
|
|
132,446
|
|
|
115,414
|
|
|||
Goodwill impairment
|
|
25,784
|
|
|
—
|
|
|
—
|
|
|||
Interest expense, net
|
|
73,230
|
|
|
70,946
|
|
|
57,246
|
|
|||
Gain on sales of assets
|
|
(2,333
|
)
|
|
(729
|
)
|
|
—
|
|
|||
Warrants fair value adjustment (income) expense
|
|
(1,624
|
)
|
|
(11,129
|
)
|
|
(5,301
|
)
|
|||
CCLP Series A Preferred fair value adjustment (income) expense
|
|
1,309
|
|
|
(733
|
)
|
|
(2,975
|
)
|
|||
Litigation arbitration award income
|
|
—
|
|
|
—
|
|
|
(12,816
|
)
|
|||
Other (income) expense, net
|
|
(191
|
)
|
|
7,923
|
|
|
865
|
|
|||
Loss before taxes and discontinued operations
|
|
(144,123
|
)
|
|
(36,426
|
)
|
|
(44,043
|
)
|
|||
Provision for income taxes
|
|
6,164
|
|
|
6,299
|
|
|
751
|
|
|||
Loss before discontinued operations
|
|
(150,287
|
)
|
|
(42,725
|
)
|
|
(44,794
|
)
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|
||||
Loss from discontinued operations, net of taxes
|
|
(10,213
|
)
|
|
(41,515
|
)
|
|
(17,389
|
)
|
|||
Net loss
|
|
(160,500
|
)
|
|
(84,240
|
)
|
|
(62,183
|
)
|
|||
Less: loss attributable to noncontrolling interest
|
|
13,087
|
|
|
22,623
|
|
|
23,135
|
|
|||
Net loss attributable to TETRA stockholders
|
|
$
|
(147,413
|
)
|
|
$
|
(61,617
|
)
|
|
$
|
(39,048
|
)
|
Basic net loss per common share:
|
|
|
|
|
|
|
|
|
|
|||
Loss before discontinued operations attributable to TETRA stockholders
|
|
$
|
(1.09
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.19
|
)
|
Loss from discontinued operations attributable to TETRA stockholders
|
|
(0.08
|
)
|
|
(0.34
|
)
|
|
(0.15
|
)
|
|||
Net loss attributable to TETRA stockholders
|
|
$
|
(1.17
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
(0.34
|
)
|
Average shares outstanding
|
|
125,600
|
|
|
124,101
|
|
|
114,499
|
|
|||
Diluted net loss per common share:
|
|
|
|
|
|
|
|
|
|
|||
Loss before discontinued operations attributable to TETRA stockholders
|
|
$
|
(1.09
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.19
|
)
|
Loss from discontinued operations attributable to TETRA stockholders
|
|
$
|
(0.08
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
(0.15
|
)
|
Net loss attributable to TETRA stockholders
|
|
$
|
(1.17
|
)
|
|
$
|
(0.50
|
)
|
|
$
|
(0.34
|
)
|
Average diluted shares outstanding
|
|
125,600
|
|
|
124,101
|
|
|
114,499
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(160,500
|
)
|
|
$
|
(84,240
|
)
|
|
$
|
(62,183
|
)
|
Foreign currency translation gain (loss), net of taxes of $0 in 2019, $0 in 2018, and $0 in 2017
|
|
(188
|
)
|
|
(10,084
|
)
|
|
6,894
|
|
|||
Comprehensive loss
|
|
(160,688
|
)
|
|
(94,324
|
)
|
|
(55,289
|
)
|
|||
Less: comprehensive loss attributable to noncontrolling interest
|
|
12,755
|
|
|
24,811
|
|
|
23,759
|
|
|||
Comprehensive loss attributable to TETRA stockholders
|
|
$
|
(147,933
|
)
|
|
$
|
(69,513
|
)
|
|
$
|
(31,530
|
)
|
|
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, 2016
|
$
|
1,175
|
|
|
$
|
419,236
|
|
|
$
|
(18,316
|
)
|
|
$
|
(51,285
|
)
|
|
$
|
(117,287
|
)
|
|
$
|
166,943
|
|
|
$
|
400,466
|
|
Net loss for 2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,048
|
)
|
|
(23,135
|
)
|
|
(62,183
|
)
|
|||||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
7,518
|
|
|
—
|
|
|
(624
|
)
|
|
6,894
|
|
|||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,289
|
)
|
|||||||
Distributions to CCLP public unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,826
|
)
|
|
(18,826
|
)
|
|||||||
Equity award activity
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||||
Treasury stock activity, net
|
—
|
|
|
—
|
|
|
(335
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(335
|
)
|
|||||||
Equity compensation expense
|
—
|
|
|
6,412
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
862
|
|
|
7,274
|
|
|||||||
Conversions of CCLP Series A Preferred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,978
|
|
|
19,978
|
|
|||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(717
|
)
|
|
(717
|
)
|
|||||||
Balance at December 31, 2017
|
$
|
1,185
|
|
|
$
|
425,648
|
|
|
$
|
(18,651
|
)
|
|
$
|
(43,767
|
)
|
|
$
|
(156,335
|
)
|
|
$
|
144,481
|
|
|
$
|
352,561
|
|
Net loss for 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,617
|
)
|
|
(22,623
|
)
|
|
(84,240
|
)
|
|||||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,896
|
)
|
|
—
|
|
|
(2,188
|
)
|
|
(10,084
|
)
|
|||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(94,324
|
)
|
|||||||
Distributions to CCLP public unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,224
|
)
|
|
(19,224
|
)
|
|||||||
Equity award activity
|
23
|
|
|
251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
274
|
|
|||||||
Treasury stock activity, net
|
—
|
|
|
—
|
|
|
(299
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(299
|
)
|
|||||||
Issuance of common stock for business combination
|
77
|
|
|
28,135
|
|
|
|
|
|
|
|
|
|
|
28,212
|
|
|||||||||||
Equity compensation expense
|
—
|
|
|
6,715
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
450
|
|
|
7,165
|
|
|||||||
Conversions of CCLP Series A Preferred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,322
|
|
|
38,322
|
|
|||||||
Other
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|
62
|
|
|||||||
Balance at December 31, 2018
|
$
|
1,285
|
|
|
$
|
460,680
|
|
|
$
|
(18,950
|
)
|
|
$
|
(51,663
|
)
|
|
$
|
(217,952
|
)
|
|
$
|
139,349
|
|
|
$
|
312,749
|
|
Net loss for 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(147,413
|
)
|
|
(13,087
|
)
|
|
(160,500
|
)
|
|||||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(520
|
)
|
|
—
|
|
|
332
|
|
|
(188
|
)
|
|||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(160,688
|
)
|
|||||||
Distributions to CCLP public unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,233
|
)
|
|
(1,233
|
)
|
|||||||
Equity award activity
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Treasury stock activity, net
|
—
|
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(214
|
)
|
|||||||
Equity compensation expense
|
—
|
|
|
6,358
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
986
|
|
|
7,344
|
|
|||||||
Conversions of CCLP Series A Preferred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,539
|
|
|
2,539
|
|
|||||||
Cumulative effect adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,843
|
|
|
—
|
|
|
2,843
|
|
|||||||
Other
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(433
|
)
|
|
(512
|
)
|
|||||||
Balance at December 31, 2019
|
$
|
1,283
|
|
|
$
|
466,959
|
|
|
$
|
(19,164
|
)
|
|
$
|
(52,183
|
)
|
|
$
|
(362,522
|
)
|
|
$
|
128,453
|
|
|
$
|
162,826
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Net loss
|
|
$
|
(160,500
|
)
|
|
$
|
(84,240
|
)
|
|
$
|
(62,183
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, amortization, and accretion
|
|
124,278
|
|
|
117,010
|
|
|
116,159
|
|
|||
Impairments and other charges
|
|
95,196
|
|
|
3,621
|
|
|
14,876
|
|
|||
Impairment of goodwill
|
|
25,784
|
|
|
—
|
|
|
—
|
|
|||
Benefit for deferred income taxes
|
|
(297
|
)
|
|
(888
|
)
|
|
(3,048
|
)
|
|||
Equity-based compensation expense
|
|
8,127
|
|
|
7,379
|
|
|
7,727
|
|
|||
Provision for doubtful accounts
|
|
5,039
|
|
|
2,156
|
|
|
1,428
|
|
|||
Loss on disposition of business
|
|
7,500
|
|
|
34,072
|
|
|
—
|
|
|||
Amortization and expense of financing costs
|
|
4,782
|
|
|
8,695
|
|
|
4,678
|
|
|||
Gain on insurance recoveries associated with damaged equipment
|
|
(1,771
|
)
|
|
—
|
|
|
(2,352
|
)
|
|||
CCLP Series A Preferred Unit distributions and adjustments
|
|
3,574
|
|
|
4,005
|
|
|
4,353
|
|
|||
Warrants fair value adjustment
|
|
(1,624
|
)
|
|
(11,129
|
)
|
|
(5,301
|
)
|
|||
Contingent consideration liability fair value adjustment
|
|
(1,000
|
)
|
|
3,400
|
|
|
—
|
|
|||
Gain on sale of assets
|
|
(2,333
|
)
|
|
(729
|
)
|
|
(674
|
)
|
|||
Changes in operating assets and liabilities, net of assets acquired:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
6,471
|
|
|
(5,512
|
)
|
|
(55,197
|
)
|
|||
Inventories
|
|
(2,770
|
)
|
|
(29,221
|
)
|
|
(11,332
|
)
|
|||
Prepaid expenses and other current assets
|
|
579
|
|
|
(3,888
|
)
|
|
(1,608
|
)
|
|||
Trade accounts payable and accrued expenses
|
|
(16,545
|
)
|
|
5,463
|
|
|
58,937
|
|
|||
Other
|
|
(4,258
|
)
|
|
(3,608
|
)
|
|
(1,868
|
)
|
|||
Net cash provided by operating activities
|
|
90,232
|
|
|
46,586
|
|
|
64,595
|
|
|||
Investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Purchases of property, plant, and equipment, net
|
|
(108,273
|
)
|
|
(141,931
|
)
|
|
(51,923
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
|
(12,024
|
)
|
|
(49,630
|
)
|
|
—
|
|
|||
Proceeds from disposal of business
|
|
—
|
|
|
3,121
|
|
|
—
|
|
|||
Proceeds from sale of property, plant, and equipment
|
|
12,885
|
|
|
1,138
|
|
|
862
|
|
|||
Proceeds from insurance recoveries associated with damaged equipment
|
|
1,771
|
|
|
—
|
|
|
2,352
|
|
|||
Other investing activities
|
|
(801
|
)
|
|
(1,344
|
)
|
|
812
|
|
|||
Net cash used in investing activities
|
|
(106,442
|
)
|
|
(188,646
|
)
|
|
(47,897
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from long-term debt
|
|
282,590
|
|
|
767,887
|
|
|
384,550
|
|
|||
Principal payments on long-term debt
|
|
(258,217
|
)
|
|
(581,935
|
)
|
|
(384,100
|
)
|
|||
Distributions to CCLP public unitholders
|
|
(1,233
|
)
|
|
(19,224
|
)
|
|
(18,826
|
)
|
|||
Redemptions of CCLP Series A Preferred
|
|
(28,049
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of common stock and exercise of stock options
|
|
—
|
|
|
251
|
|
|
—
|
|
|||
Tax remittances on equity based compensation
|
|
(581
|
)
|
|
(768
|
)
|
|
(803
|
)
|
|||
Debt issuance costs and other financing activities
|
|
(435
|
)
|
|
(11,217
|
)
|
|
(2,157
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(5,925
|
)
|
|
154,994
|
|
|
(21,336
|
)
|
|||
Effect of exchange rate changes on cash
|
|
(199
|
)
|
|
779
|
|
|
1,122
|
|
|||
Increase (decrease) in cash and cash equivalents and restricted cash
|
|
(22,334
|
)
|
|
13,713
|
|
|
(3,516
|
)
|
|||
Cash and cash equivalents and restricted cash at beginning of period
|
|
40,102
|
|
|
26,389
|
|
|
29,905
|
|
|||
Cash and cash equivalents and restricted cash at end of period
|
|
$
|
17,768
|
|
|
$
|
40,102
|
|
|
$
|
26,389
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|
|||
Interest paid
|
|
$
|
68,332
|
|
|
$
|
56,261
|
|
|
$
|
46,286
|
|
Income taxes paid
|
|
7,274
|
|
|
4,680
|
|
|
6,782
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
At beginning of period
|
|
$
|
2,583
|
|
|
$
|
1,286
|
|
|
$
|
3,872
|
|
Activity in the period:
|
|
|
|
|
|
|
|
|
|
|||
Provision for doubtful accounts
|
|
5,039
|
|
|
2,156
|
|
|
1,428
|
|
|||
Account (chargeoffs) recoveries
|
|
(2,360
|
)
|
|
(859
|
)
|
|
(4,014
|
)
|
|||
At end of period
|
|
$
|
5,262
|
|
|
$
|
2,583
|
|
|
$
|
1,286
|
|
Buildings
|
|
15 – 40 years
|
Machinery and equipment
|
|
2 – 20 years
|
Automobiles and trucks
|
|
3 – 4 years
|
Chemical plants
|
|
15 – 30 years
|
Compressors
|
|
12 – 20 years
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Total
|
||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||
Compression service contracts remaining performance obligations
|
$
|
48,113
|
|
|
$
|
12,578
|
|
|
$
|
1,633
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62,324
|
|
|
Twelve Months Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In Thousands)
|
||||||
Unearned Income, beginning of period
|
$
|
25,333
|
|
|
$
|
17,050
|
|
Additional unearned income
|
120,489
|
|
|
138,684
|
|
||
Revenue recognized
|
(136,144
|
)
|
|
(130,401
|
)
|
||
Unearned income, end of period
|
$
|
9,678
|
|
|
$
|
25,333
|
|
|
Twelve months ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(In Thousands)
|
||||||||||
Completion Fluids & Products
|
|
|
|
|
|
||||||
U.S.
|
$
|
149,191
|
|
|
$
|
129,160
|
|
|
$
|
160,221
|
|
International
|
130,064
|
|
|
128,248
|
|
|
97,630
|
|
|||
|
279,255
|
|
|
257,408
|
|
|
257,851
|
|
|||
Water & Flowback Services
|
|
|
|
|
|
||||||
U.S.
|
262,093
|
|
|
261,238
|
|
|
120,463
|
|
|||
International
|
19,893
|
|
|
41,834
|
|
|
51,158
|
|
|||
|
281,986
|
|
|
303,072
|
|
|
171,621
|
|
|||
Compression
|
|
|
|
|
|
||||||
U.S.
|
437,397
|
|
|
400,986
|
|
|
265,311
|
|
|||
International
|
39,295
|
|
|
37,687
|
|
|
30,276
|
|
|||
|
476,692
|
|
|
438,673
|
|
|
295,587
|
|
|||
Interdivision eliminations
|
|
|
|
|
|
||||||
U.S.
|
—
|
|
|
5
|
|
|
(31
|
)
|
|||
International
|
—
|
|
|
(383
|
)
|
|
(1,930
|
)
|
|||
|
—
|
|
|
(378
|
)
|
|
(1,961
|
)
|
|||
Total Revenue
|
|
|
|
|
|
||||||
U.S.
|
848,681
|
|
|
791,389
|
|
|
545,964
|
|
|||
International
|
189,252
|
|
|
207,386
|
|
|
177,134
|
|
|||
|
$
|
1,037,933
|
|
|
$
|
998,775
|
|
|
$
|
723,098
|
|
|
|
Water & Flowback Services
|
|
Total
|
||||
|
|
(In Thousands)
|
||||||
Balance as of December 31, 2016
|
|
$
|
6,636
|
|
|
$
|
6,636
|
|
Goodwill adjustments
|
|
—
|
|
|
—
|
|
||
Balance as of December 31, 2017
|
|
6,636
|
|
|
6,636
|
|
||
Goodwill acquired during the year
|
|
19,223
|
|
|
19,223
|
|
||
Balance as of December 31, 2018
|
|
25,859
|
|
|
25,859
|
|
||
Goodwill impaired during the year
|
|
(25,784
|
)
|
|
(25,784
|
)
|
||
Goodwill adjustments
|
|
(75
|
)
|
|
(75
|
)
|
||
Balance as of December 31, 2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In Thousands)
|
||||||
Finished goods
|
|
$
|
70,135
|
|
|
$
|
69,762
|
|
Raw materials
|
|
4,125
|
|
|
3,503
|
|
||
Parts and supplies
|
|
47,793
|
|
|
47,386
|
|
||
Work in progress
|
|
14,457
|
|
|
22,920
|
|
||
Total inventories
|
|
$
|
136,510
|
|
|
$
|
143,571
|
|
|
Twelve Months Ended December 31, 2019
|
||
|
(In Thousands)
|
||
Operating lease expense
|
$
|
20,507
|
|
Short-term lease expense
|
38,924
|
|
|
Total lease expense
|
$
|
59,431
|
|
|
Twelve Months Ended December 31, 2019
|
||
|
(In Thousands)
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows - operating leases
|
$
|
20,326
|
|
|
|
||
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
20,542
|
|
|
December 31, 2019
|
||
|
(In Thousands)
|
||
Operating leases:
|
|
||
Operating lease right-of-use assets
|
$
|
68,131
|
|
|
|
||
Accrued liabilities and other
|
$
|
15,850
|
|
Operating lease liabilities
|
53,919
|
|
|
Total operating lease liabilities
|
$
|
69,769
|
|
|
December 31, 2019
|
|
Weighted average remaining lease term:
|
|
|
Operating leases
|
6.4 years
|
|
|
|
|
Weighted average discount rate:
|
|
|
Operating leases
|
9.46
|
%
|
|
|
Operating Leases
|
||
|
|
(In Thousands)
|
||
2020
|
|
$
|
21,096
|
|
2021
|
|
16,099
|
|
|
2022
|
|
12,588
|
|
|
2023
|
|
9,695
|
|
|
2024
|
|
8,323
|
|
|
Thereafter
|
|
26,020
|
|
|
Total lease payments
|
|
93,821
|
|
|
Less imputed interest
|
|
(24,052
|
)
|
|
Total lease liabilities
|
|
$
|
69,769
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In Thousands)
|
||||||
Compensation and employee benefits
|
|
$
|
25,472
|
|
|
$
|
25,286
|
|
Operating lease liabilities, current portion
|
|
15,850
|
|
|
—
|
|
||
Accrued taxes
|
|
16,467
|
|
|
15,756
|
|
||
Accrued interest
|
|
14,965
|
|
|
15,158
|
|
||
Accrued capital expenditures
|
|
3,625
|
|
|
1,561
|
|
||
Contingent consideration, current portion
|
|
—
|
|
|
11,452
|
|
||
Other accrued liabilities
|
|
11,498
|
|
|
20,019
|
|
||
Total accrued liabilities and other
|
|
$
|
87,877
|
|
|
$
|
89,232
|
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
|
|
|
(In Thousands)
|
||||||
TETRA
|
|
Scheduled Maturity
|
|
|
|
||||
Asset-based credit agreement (presented net of unamortized deferred financing costs of $1.0 million as of December 31, 2019)
|
|
September 2023
|
$
|
—
|
|
|
$
|
—
|
|
Term credit agreement (presented net of the unamortized discount of $6.4 million as of December 31, 2019 and $7.2 million as of December 31, 2018 and net of unamortized deferred financing costs of $9.5 million as of December 31, 2019 and $10.2 million as of December 31, 2018)
|
|
September 2025
|
204,633
|
|
|
182,547
|
|
||
TETRA total debt
|
|
|
204,633
|
|
|
182,547
|
|
||
Less current portion
|
|
|
—
|
|
|
—
|
|
||
TETRA total long-term debt
|
|
|
$
|
204,633
|
|
|
$
|
182,547
|
|
|
|
|
|
|
|
||||
CCLP
|
|
|
|
|
|
||||
CCLP asset-based credit agreement (presented net of unamortized deferred financing costs of $0.9 million as of December 31, 2019)
|
|
June 2023
|
2,622
|
|
|
—
|
|
||
CCLP 7.25% Senior Notes (presented net of the unamortized discount of $1.7 million as of December 31, 2019 and $2.2 million as of December 31, 2018 and net of unamortized deferred financing costs of $2.8 million as of December 31, 2019 and $3.9 million as of December 31, 2018)
|
|
August 2022
|
291,444
|
|
|
289,797
|
|
||
CCLP 7.50% Senior Secured Notes (presented net of unamortized deferred financing costs of $5.8 million as of December 31, 2019 and $6.8 million as of December 31, 2018)
|
|
April 2025
|
344,172
|
|
|
343,216
|
|
||
CCLP total debt
|
|
|
638,238
|
|
|
633,013
|
|
||
Less current portion
|
|
|
—
|
|
|
—
|
|
||
CCLP total long-term debt
|
|
|
638,238
|
|
|
633,013
|
|
||
Consolidated total long-term debt
|
|
|
$
|
842,871
|
|
|
$
|
815,560
|
|
|
|
December 31, 2019
|
||||||||||
|
|
(In Thousands)
|
||||||||||
|
|
TETRA
|
|
CCLP
|
|
Consolidated
|
||||||
2020
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2021
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
2022
|
|
—
|
|
|
295,930
|
|
|
295,930
|
|
|||
2023
|
|
1,000
|
|
|
3,500
|
|
|
4,500
|
|
|||
2024
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Thereafter
|
|
220,500
|
|
|
350,000
|
|
|
570,500
|
|
|||
Total maturities
|
|
$
|
221,500
|
|
|
$
|
649,430
|
|
|
$
|
870,930
|
|
|
|
|
|
Date
|
|
Price
|
|
2021
|
|
105.625
|
%
|
2022
|
|
103.750
|
%
|
2023
|
|
101.875
|
%
|
2024
|
|
100.000
|
%
|
Current assets
|
$
|
16,880
|
|
Property and equipment
|
11,631
|
|
|
Intangible assets
|
41,960
|
|
|
Goodwill
|
15,560
|
|
|
Total assets acquired
|
86,031
|
|
|
|
|
||
Current liabilities
|
7,189
|
|
|
Total liabilities assumed
|
7,189
|
|
|
Net assets acquired
|
$
|
78,842
|
|
Current assets
|
$
|
2,164
|
|
Property and equipment
|
3,413
|
|
|
Intangible assets
|
3,197
|
|
|
Goodwill
|
3,587
|
|
|
Total assets acquired
|
12,361
|
|
|
|
|
||
Current liabilities
|
2,493
|
|
|
Total liabilities assumed
|
2,493
|
|
|
Net assets acquired
|
$
|
9,868
|
|
|
Twelve Months Ended
December 31, 2019 |
|
Twelve Months Ended
December 31, 2018 |
|
Twelve Months Ended
December 31, 2017 |
||||||||||||||||||||||||||||||
|
Offshore Services
|
|
Maritech
|
|
Total
|
|
Offshore Services
|
|
Maritech
|
|
Total
|
|
Offshore Services
|
|
Maritech
|
|
Total
|
||||||||||||||||||
Major classes of line items constituting pretax loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,487
|
|
|
$
|
187
|
|
|
$
|
4,674
|
|
|
$
|
96,741
|
|
|
$
|
538
|
|
|
$
|
97,279
|
|
Cost of revenues
|
(192
|
)
|
|
—
|
|
|
(192
|
)
|
|
11,151
|
|
|
139
|
|
|
11,290
|
|
|
92,674
|
|
|
1,064
|
|
|
93,738
|
|
|||||||||
Depreciation, amortization, and accretion
|
52
|
|
|
—
|
|
|
52
|
|
|
1,873
|
|
|
212
|
|
|
2,085
|
|
|
10,678
|
|
|
1,428
|
|
|
12,106
|
|
|||||||||
General and administrative expense
|
2,618
|
|
|
—
|
|
|
2,618
|
|
|
1,917
|
|
|
187
|
|
|
2,104
|
|
|
5,705
|
|
|
783
|
|
|
6,488
|
|
|||||||||
Other (income) expense, net
|
117
|
|
|
118
|
|
|
235
|
|
|
(1,036
|
)
|
|
—
|
|
|
(1,036
|
)
|
|
2,453
|
|
|
(565
|
)
|
|
1,888
|
|
|||||||||
Pretax loss from discontinued operations
|
(2,595
|
)
|
|
(118
|
)
|
|
(2,713
|
)
|
|
(9,418
|
)
|
|
(351
|
)
|
|
(9,769
|
)
|
|
(14,769
|
)
|
|
(2,172
|
)
|
|
(16,941
|
)
|
|||||||||
Pretax loss on disposal of discontinued operations
|
|
|
|
|
(7,500
|
)
|
|
|
|
|
|
(34,072
|
)
|
|
|
|
|
|
—
|
|
|||||||||||||||
Total pretax loss from discontinued operations
|
|
|
|
|
(10,213
|
)
|
|
|
|
|
|
(43,841
|
)
|
|
|
|
|
|
(16,941
|
)
|
|||||||||||||||
Income tax provision (benefit)
|
|
|
|
|
—
|
|
|
|
|
|
|
(2,326
|
)
|
|
|
|
|
|
448
|
|
|||||||||||||||
Total loss from discontinued operations
|
|
|
|
|
$
|
(10,213
|
)
|
|
|
|
|
|
$
|
(41,515
|
)
|
|
|
|
|
|
$
|
(17,389
|
)
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Offshore Services
|
|
Maritech
|
|
Total
|
|
Offshore Services
|
|
Maritech
|
|
Total
|
||||||||||||
Carrying amounts of major classes of assets included as part of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade receivables
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,340
|
|
|
$
|
1,340
|
|
Other Current Assets
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Assets of discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
1,340
|
|
|
$
|
1,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Carrying amounts of major classes of liabilities included as part of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade payables
|
$
|
1,233
|
|
|
$
|
—
|
|
|
$
|
1,233
|
|
|
$
|
740
|
|
|
$
|
—
|
|
|
$
|
740
|
|
Accrued liabilities
|
745
|
|
|
120
|
|
|
865
|
|
|
1,330
|
|
|
2,075
|
|
|
3,405
|
|
||||||
Liabilities of discontinued operations
|
$
|
1,978
|
|
|
$
|
120
|
|
|
$
|
2,098
|
|
|
$
|
2,070
|
|
|
$
|
2,075
|
|
|
$
|
4,145
|
|
Common Shares Outstanding
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
At beginning of period
|
|
125,737,565
|
|
|
115,877,704
|
|
|
114,985,072
|
|
Exercise of common stock options, net
|
|
—
|
|
|
65,524
|
|
|
—
|
|
Grants of restricted stock, net (1)
|
|
(256,402
|
)
|
|
2,022,316
|
|
|
892,632
|
|
Issuance of common stock
|
|
—
|
|
|
7,772,021
|
|
|
—
|
|
At end of period
|
|
125,481,163
|
|
|
125,737,565
|
|
|
115,877,704
|
|
(1)
|
Prior to 2019, we primarily granted restricted stock awards, which immediately impact common shares outstanding. In contrast, during 2019, we primarily granted restricted stock units that will not impact common shares outstanding until vesting, which will begin in 2020.
|
Treasury Shares Held
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
At beginning of period
|
|
2,717,569
|
|
|
2,638,093
|
|
|
2,536,421
|
|
Shares received upon vesting of restricted stock, net
|
|
105,622
|
|
|
79,476
|
|
|
101,672
|
|
At end of period
|
|
2,823,191
|
|
|
2,717,569
|
|
|
2,638,093
|
|
|
|
Units
|
|
Weighted Average
Grant Date Fair
Value Per Unit
|
|||
|
|
(In Thousands)
|
|
|
|||
Nonvested units outstanding at December 31, 2018
|
|
492
|
|
|
$
|
7.36
|
|
Units granted(1)
|
|
1,001
|
|
|
2.71
|
|
|
Units canceled
|
|
(491
|
)
|
|
4.51
|
|
|
Units vested
|
|
(185
|
)
|
|
6.39
|
|
|
Nonvested units outstanding at December 31, 2019(2)
|
|
817
|
|
|
$
|
3.59
|
|
(1)
|
The number excludes 290,528 performance-based phantom units, which represents the additional number of common units that would be issued if the maximum level of performance under the awards is achieved.
|
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Expected stock price volatility
|
|
61
|
%
|
|
57
|
%
|
|
53
|
%
|
Expected life of options
|
|
4.4 years
|
|
|
4.5 years
|
|
|
4.5 years
|
|
Risk free interest rate
|
|
2.3
|
%
|
|
2.6
|
%
|
|
1.8
|
%
|
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, 2019
|
|
4,480
|
|
|
$
|
6.65
|
|
|
|
|
|
||
Options granted
|
|
72
|
|
|
4.51
|
|
|
|
|
|
|||
Options canceled
|
|
(426
|
)
|
|
6.85
|
|
|
|
|
|
|||
Options exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options expired
|
|
(440
|
)
|
|
$
|
3.98
|
|
|
|
|
|
||
Outstanding at December 31, 2019
|
|
3,686
|
|
|
$
|
6.90
|
|
|
5.5
|
|
$
|
—
|
|
Expected to vest at December 31, 2019
|
|
3,686
|
|
|
$
|
6.90
|
|
|
5.5
|
|
$
|
—
|
|
Exercisable at December 31, 2019
|
|
3,369
|
|
|
$
|
7.18
|
|
|
5.3
|
|
$
|
—
|
|
|
|
Shares
|
|
Weighted Average
Grant Date Fair
Value Per Share
|
|||
|
|
(In Thousands)
|
|
|
|||
Nonvested restricted stock outstanding at December 31, 2018
|
|
2,579
|
|
|
$
|
3.84
|
|
Granted
|
|
2,579
|
|
|
2.38
|
|
|
Vested
|
|
(998
|
)
|
|
3.97
|
|
|
Canceled/Forfeited
|
|
(583
|
)
|
|
3.20
|
|
|
Nonvested restricted stock outstanding at December 31, 2019
|
|
3,577
|
|
|
$
|
2.85
|
|
Derivative Contracts
|
|
U.S. Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
|||
|
|
(In Thousands)
|
|
|
|
|
|||
Forward purchase euro
|
|
$
|
9,587
|
|
|
1.13
|
|
|
3/19/2020
|
Forward purchase euro
|
|
$
|
8,568
|
|
|
1.11
|
|
1/17/2020
|
|
Forward sale Mexican peso
|
|
$
|
8,656
|
|
|
19.06
|
|
1/17/2020
|
Derivative Contracts
|
|
British Pound
Notional Amount |
|
Traded Exchange Rate
|
|
Settlement Date
|
|||
|
|
(In Thousands)
|
|
|
|
|
|||
Forward purchase euro
|
|
£
|
2,374
|
|
|
0.85
|
|
|
1/17/2020
|
Derivative Contracts
|
|
Swedish Krona Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
|||
|
|
(In Thousands)
|
|
|
|
|
|||
Forward purchase euro
|
|
|
8,328
|
kr
|
|
10.41
|
|
|
1/17/2020
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward purchase euro
|
|
$
|
3,571
|
|
|
1.18
|
|
3/15/2019
|
Forward purchase euro
|
|
$
|
3,585
|
|
|
1.18
|
|
3/15/2019
|
Forward sale euro
|
|
$
|
1,930
|
|
|
1.14
|
|
1/17/2019
|
Forward purchase pounds sterling
|
|
$
|
948
|
|
|
1.26
|
|
1/17/2019
|
Forward sale Canadian dollar
|
|
$
|
5,942
|
|
|
1.35
|
|
1/17/2019
|
Forward purchase Mexican peso
|
|
$
|
1,086
|
|
|
20.25
|
|
1/17/2019
|
Forward sale Norwegian krone
|
|
$
|
975
|
|
|
8.72
|
|
1/17/2019
|
Forward sale Mexican peso
|
|
$
|
4,783
|
|
|
20.07
|
|
1/17/2019
|
Foreign currency derivative instruments
|
Balance Sheet Location
|
|
Fair Value at
December 31, 2019 |
Fair Value at
December 31, 2018 |
|||||
|
|
|
|
(In Thousands)
|
|||||
Forward purchase contracts
|
|
Current assets
|
|
$
|
86
|
|
$
|
41
|
|
Forward sale contracts
|
|
Current assets
|
|
—
|
|
76
|
|
||
Forward sale contracts
|
|
Current liabilities
|
|
(53
|
)
|
(126
|
)
|
||
Forward purchase contracts
|
|
Current liabilities
|
|
(3
|
)
|
(168
|
)
|
||
Total
|
|
|
|
$
|
30
|
|
$
|
(177
|
)
|
|
|
|
|
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, 2019
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
|
(In Thousands)
|
||||||||||||||
Warrants liability
|
|
$
|
(449
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(449
|
)
|
Asset for foreign currency derivative contracts
|
|
86
|
|
|
—
|
|
|
86
|
|
|
—
|
|
||||
Liability for foreign currency derivative contracts
|
|
(56
|
)
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
||||
Total
|
|
$
|
(419
|
)
|
|
|
|
|
|
|
|
|
|
|
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, 2018
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
|
(In Thousands)
|
||||||||||||||
CCLP Series A Preferred Units
|
|
$
|
(27,019
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27,019
|
)
|
Warrants liability
|
|
(2,073
|
)
|
|
—
|
|
|
—
|
|
|
(2,073
|
)
|
||||
Asset for foreign currency derivative contracts
|
|
117
|
|
|
—
|
|
|
117
|
|
|
—
|
|
||||
Liability for foreign currency derivative contracts
|
|
(294
|
)
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
||||
Acquisition contingent consideration liability
|
|
(12,452
|
)
|
|
—
|
|
|
—
|
|
|
(12,452
|
)
|
||||
Total
|
|
$
|
(41,721
|
)
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||||||
Description
|
|
Fair Value
|
|
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 |
||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
Completion Fluids & Products production facility
|
|
$
|
9,459
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,459
|
|
|
$
|
91,606
|
|
Water & Flowback Services goodwill
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,784
|
|
|||||
Water & Flowback Services equipment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
284
|
|
|||||
Total
|
|
$
|
9,459
|
|
|
|
|
|
|
|
|
$
|
117,674
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
||||||||||||||
Description
|
|
Fair Value
|
|
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 |
||||||||||
|
|
(In Thousands)
|
||||||||||||||||||
Water & Flowback Services intangible assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,940
|
|
Total
|
|
$
|
—
|
|
|
|
|
|
|
|
|
$
|
2,940
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
Current
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(651
|
)
|
State
|
|
1,855
|
|
|
1,465
|
|
|
799
|
|
|||
Foreign
|
|
4,606
|
|
|
5,430
|
|
|
3,943
|
|
|||
|
|
6,461
|
|
|
6,895
|
|
|
4,091
|
|
|||
Deferred
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
(161
|
)
|
|
(79
|
)
|
|
394
|
|
|||
State
|
|
(406
|
)
|
|
(153
|
)
|
|
(648
|
)
|
|||
Foreign
|
|
270
|
|
|
(364
|
)
|
|
(3,086
|
)
|
|||
|
|
(297
|
)
|
|
(596
|
)
|
|
(3,340
|
)
|
|||
Total tax provision
|
|
$
|
6,164
|
|
|
$
|
6,299
|
|
|
$
|
751
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
Income tax provision (benefit) computed at statutory federal income tax rates
|
|
$
|
(30,266
|
)
|
|
$
|
(7,650
|
)
|
|
$
|
(15,415
|
)
|
State income taxes (net of federal benefit)
|
|
(905
|
)
|
|
55
|
|
|
1,664
|
|
|||
Impact of international operations
|
|
1,933
|
|
|
14,477
|
|
|
10,847
|
|
|||
Impact of U.S. tax law change
|
|
—
|
|
|
(2,510
|
)
|
|
55,813
|
|
|||
Impact of noncontrolling interest
|
|
2,220
|
|
|
5,204
|
|
|
5,151
|
|
|||
Valuation allowance
|
|
31,395
|
|
|
(7,443
|
)
|
|
(63,635
|
)
|
|||
Other
|
|
1,787
|
|
|
4,166
|
|
|
6,326
|
|
|||
Total tax provision
|
|
$
|
6,164
|
|
|
$
|
6,299
|
|
|
$
|
751
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
Domestic
|
|
$
|
(160,877
|
)
|
|
$
|
(44,957
|
)
|
|
$
|
(29,419
|
)
|
International
|
|
16,754
|
|
|
8,531
|
|
|
(14,624
|
)
|
|||
Total
|
|
$
|
(144,123
|
)
|
|
$
|
(36,426
|
)
|
|
$
|
(44,043
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
Gross unrecognized tax benefits at beginning of period
|
|
$
|
328
|
|
|
$
|
530
|
|
|
$
|
857
|
|
Lapse in statute of limitations
|
|
(191
|
)
|
|
(202
|
)
|
|
(327
|
)
|
|||
Gross unrecognized tax benefits at end of period
|
|
$
|
137
|
|
|
$
|
328
|
|
|
$
|
530
|
|
Jurisdiction
|
Earliest Open Tax Period
|
United States – Federal
|
2012
|
United States – State and Local
|
2002
|
Non-U.S. jurisdictions
|
2011
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In Thousands)
|
||||||
Net operating losses
|
|
$
|
121,998
|
|
|
$
|
100,910
|
|
Accruals
|
|
23,991
|
|
|
9,396
|
|
||
Depreciation and amortization for book in excess of tax expense
|
|
36,658
|
|
|
35,242
|
|
||
All other
|
|
19,766
|
|
|
14,581
|
|
||
Total deferred tax assets
|
|
202,413
|
|
|
160,129
|
|
||
Valuation allowance
|
|
(161,911
|
)
|
|
(129,034
|
)
|
||
Net deferred tax assets
|
|
$
|
40,502
|
|
|
$
|
31,095
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In Thousands)
|
||||||
Right of use asset
|
|
$
|
11,983
|
|
|
$
|
—
|
|
Depreciation and amortization for tax in excess of book expense
|
|
23,273
|
|
|
31,999
|
|
||
All other
|
|
8,210
|
|
|
2,325
|
|
||
Total deferred tax liability
|
|
43,466
|
|
|
34,324
|
|
||
Net deferred tax liability
|
|
$
|
2,964
|
|
|
$
|
3,229
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
|
|
(In Thousands)
|
|||||||
Number of weighted average common shares outstanding
|
|
125,600
|
|
|
124,101
|
|
|
114,499
|
|
Assumed exercise of equity awards and warrants
|
|
—
|
|
|
—
|
|
|
—
|
|
Average diluted shares outstanding
|
|
125,600
|
|
|
124,101
|
|
|
114,499
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
Revenues from external customers
|
|
|
|
|
|
|
|
|
|
|||
Product sales
|
|
|
|
|
|
|
|
|
|
|||
Completion Fluids & Products Division
|
|
$
|
258,632
|
|
|
$
|
242,412
|
|
|
$
|
226,132
|
|
Water & Flowback Services Division
|
|
921
|
|
|
1,961
|
|
|
12,581
|
|
|||
Compression Division
|
|
176,215
|
|
|
164,854
|
|
|
66,691
|
|
|||
Consolidated
|
|
$
|
435,768
|
|
|
$
|
409,227
|
|
|
$
|
305,404
|
|
|
|
|
|
|
|
|
||||||
Services
|
|
|
|
|
|
|
|
|
|
|||
Completion Fluids & Products Division
|
|
$
|
20,623
|
|
|
$
|
15,002
|
|
|
$
|
31,688
|
|
Water & Flowback Services Division
|
|
281,065
|
|
|
300,727
|
|
|
157,110
|
|
|||
Compression Division
|
|
300,477
|
|
|
273,819
|
|
|
228,896
|
|
|||
Consolidated
|
|
$
|
602,165
|
|
|
$
|
589,548
|
|
|
$
|
417,694
|
|
|
|
|
|
|
|
|
||||||
Interdivision revenues
|
|
|
|
|
|
|
|
|
||||
Completion Fluids & Products Division
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
31
|
|
Water & Flowback Services Division
|
|
—
|
|
|
384
|
|
|
1,930
|
|
|||
Compression Division
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interdivision eliminations
|
|
—
|
|
|
(378
|
)
|
|
(1,961
|
)
|
|||
Consolidated
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Total revenues
|
|
|
|
|
|
|
|
|
|
|||
Completion Fluids & Products Division
|
|
$
|
279,255
|
|
|
$
|
257,408
|
|
|
$
|
257,851
|
|
Water & Flowback Services Division
|
|
281,986
|
|
|
303,072
|
|
|
171,621
|
|
|||
Compression Division
|
|
476,692
|
|
|
438,673
|
|
|
295,587
|
|
|||
Interdivision eliminations
|
|
—
|
|
|
(378
|
)
|
|
(1,961
|
)
|
|||
Consolidated
|
|
$
|
1,037,933
|
|
|
$
|
998,775
|
|
|
$
|
723,098
|
|
|
|
|
|
|
|
|
||||||
Depreciation, amortization, and accretion
|
|
|
|
|
|
|
|
|
|
|||
Completion Fluids & Products
|
|
$
|
13,518
|
|
|
$
|
15,345
|
|
|
$
|
16,298
|
|
Water & Flowback Services
|
|
33,410
|
|
|
28,422
|
|
|
18,092
|
|
|||
Compression
|
|
76,663
|
|
|
70,500
|
|
|
69,142
|
|
|||
Corporate overhead
|
|
635
|
|
|
658
|
|
|
521
|
|
|||
Consolidated
|
|
$
|
124,226
|
|
|
$
|
114,925
|
|
|
$
|
104,053
|
|
|
|
|
|
|
|
|
||||||
Interest expense
|
|
|
|
|
|
|
|
|
|
|||
Completion Fluids & Products
|
|
$
|
68
|
|
|
$
|
179
|
|
|
$
|
124
|
|
Water & Flowback Services
|
|
7
|
|
|
5
|
|
|
6
|
|
|||
Compression
|
|
52,078
|
|
|
52,317
|
|
|
42,309
|
|
|||
Corporate overhead
|
|
21,733
|
|
|
19,565
|
|
|
15,588
|
|
|||
Consolidated
|
|
$
|
73,886
|
|
|
$
|
72,066
|
|
|
$
|
58,027
|
|
|
|
|
|
|
|
|
||||||
Income (loss) before taxes
|
|
|
|
|
|
|
|
|
|
|||
Completion Fluids & Products
|
|
$
|
(33,969
|
)
|
|
$
|
30,623
|
|
|
$
|
63,891
|
|
Water & Flowback Services
|
|
(21,173
|
)
|
|
28,712
|
|
|
(12,816
|
)
|
|||
Compression
|
|
(16,014
|
)
|
|
(33,797
|
)
|
|
(37,246
|
)
|
|||
Interdivision eliminations
|
|
14
|
|
|
11
|
|
|
(151
|
)
|
|||
Corporate overhead(1)
|
|
(72,981
|
)
|
|
(61,975
|
)
|
|
(57,721
|
)
|
|||
Consolidated
|
|
$
|
(144,123
|
)
|
|
$
|
(36,426
|
)
|
|
$
|
(44,043
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
Total assets
|
|
|
|
|
|
|
|
|
|
|||
Completion Fluids & Products
|
|
$
|
236,420
|
|
|
$
|
296,129
|
|
|
$
|
293,507
|
|
Water & Flowback Services
|
|
172,672
|
|
|
230,442
|
|
|
139,771
|
|
|||
Compression
|
|
865,173
|
|
|
869,474
|
|
|
784,745
|
|
|||
Corporate overhead and eliminations
|
|
(2,343
|
)
|
|
(11,872
|
)
|
|
(30,543
|
)
|
|||
Assets of discontinued operations
|
|
—
|
|
|
1,354
|
|
|
121,134
|
|
|||
Consolidated
|
|
$
|
1,271,922
|
|
|
$
|
1,385,527
|
|
|
$
|
1,308,614
|
|
|
|
|
|
|
|
|
||||||
Capital expenditures
|
|
|
|
|
|
|
|
|
|
|||
Completion Fluids & Products
|
|
$
|
7,140
|
|
|
$
|
5,259
|
|
|
$
|
3,091
|
|
Water & Flowback Services(2)
|
|
24,340
|
|
|
30,175
|
|
|
16,194
|
|
|||
Compression Division (3)
|
|
75,760
|
|
|
104,002
|
|
|
25,920
|
|
|||
Corporate overhead
|
|
1,033
|
|
|
809
|
|
|
932
|
|
|||
Discontinued operations
|
|
—
|
|
|
1,686
|
|
|
5,786
|
|
|||
Consolidated
|
|
$
|
108,273
|
|
|
$
|
141,931
|
|
|
$
|
51,923
|
|
(1)
|
Amounts reflected include the following general corporate expenses:
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
General and administrative expense
|
|
$
|
51,466
|
|
|
$
|
50,431
|
|
|
$
|
46,156
|
|
Depreciation and amortization
|
|
631
|
|
|
658
|
|
|
84
|
|
|||
Interest expense, net
|
|
21,977
|
|
|
19,640
|
|
|
15,513
|
|
|||
Warrants fair value adjustment (income) expense
|
|
(1,624
|
)
|
|
(11,128
|
)
|
|
(5,301
|
)
|
|||
Other general corporate (income) expense, net
|
|
531
|
|
|
2,374
|
|
|
1,269
|
|
|||
Total
|
|
$
|
72,981
|
|
|
$
|
61,975
|
|
|
$
|
57,721
|
|
(2)
|
Amounts presented net of cost of equipment sold, including $0.0 million during 2019, $0.1 million during 2018 and $4.2 million during 2017 for our Water & Flowback Services Division.
|
(3)
|
Amounts presented net of cost of equipment sold, including $6.5 million during 2019, $10.0 million during 2018, and $8.5 million during 2017 for our Compression Division.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In Thousands)
|
||||||||||
Revenues from external customers:
|
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
$
|
848,681
|
|
|
$
|
791,389
|
|
|
$
|
545,964
|
|
Canada and Mexico
|
|
31,561
|
|
|
41,524
|
|
|
36,074
|
|
|||
South America
|
|
24,371
|
|
|
25,781
|
|
|
28,040
|
|
|||
Europe
|
|
94,533
|
|
|
93,262
|
|
|
80,721
|
|
|||
Africa
|
|
17,415
|
|
|
12,367
|
|
|
700
|
|
|||
Asia and other
|
|
21,372
|
|
|
34,452
|
|
|
31,599
|
|
|||
Total
|
|
$
|
1,037,933
|
|
|
$
|
998,775
|
|
|
$
|
723,098
|
|
Transfers between geographic areas:
|
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Canada and Mexico
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
South America
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Europe
|
|
1,802
|
|
|
3,157
|
|
|
2,025
|
|
|||
Africa
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Asia and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Eliminations
|
|
(1,802
|
)
|
|
(3,157
|
)
|
|
(2,025
|
)
|
|||
Total revenues
|
|
$
|
1,037,933
|
|
|
$
|
998,775
|
|
|
$
|
723,098
|
|
Identifiable assets:
|
|
|
|
|
|
|
|
|
|
|||
U.S.
|
|
$
|
1,099,048
|
|
|
$
|
1,211,759
|
|
|
$
|
1,131,650
|
|
Canada and Mexico
|
|
53,015
|
|
|
59,355
|
|
|
62,537
|
|
|||
South America
|
|
30,111
|
|
|
25,122
|
|
|
23,352
|
|
|||
Europe
|
|
62,684
|
|
|
57,807
|
|
|
61,000
|
|
|||
Africa
|
|
10,812
|
|
|
14,772
|
|
|
3,696
|
|
|||
Asia and other
|
|
16,252
|
|
|
16,712
|
|
|
26,379
|
|
|||
Total identifiable assets
|
|
$
|
1,271,922
|
|
|
$
|
1,385,527
|
|
|
$
|
1,308,614
|
|
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
|
CSI Compression Holdings, LLC
|
Delaware
|
Compressor Systems de Mexico, S. de R.L. de C.V.
|
Mexico
|
Rotary Compressor Systems, Inc.
|
Delaware
|
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 Production Testing Holding 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
|
Well TETRA for Well Services LLC
|
Iraq
|
TETRA Investments Company U.K. Limited
|
United Kingdom
|
Optima Solutions Holdings Limited
|
United Kingdom
|
Optima Solutions U.K. Limited
|
United Kingdom
|
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
|
Optima Solutions Malaysia SDN BDH
|
Malaysia
|
TETRA Technologies Nigeria Limited
|
Nigeria
|
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
|
TETRA Micronutrients, Inc.
|
Texas
|
1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended December 31, 2019, 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 16, 2020
|
/s/Brady M. Murphy
|
|
|
Brady M. Murphy
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended December 31, 2019, 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 16, 2020
|
/s/Elijio V. Serrano
|
|
|
Elijio V. Serrano
|
|
|
Senior Vice President and Chief Financial Officer
|
Dated:
|
March 16, 2020
|
/s/Brady M. Murphy
|
|
|
Brady M. Murphy
|
|
|
President and Chief Executive Officer
|
|
|
TETRA Technologies, Inc.
|
Dated:
|
March 16, 2020
|
/s/Elijio V. Serrano
|
|
|
Elijio V. Serrano
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
TETRA Technologies, Inc.
|