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
|
☐
|
TETRA Technologies, Inc. and Subsidiaries
|
|
Table of Contents
|
|
|
Page
|
PART I—FINANCIAL INFORMATION
|
|
|
|
|
|
PART II—OTHER INFORMATION
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Product sales
|
$
|
98,173
|
|
|
$
|
135,350
|
|
|
$
|
183,206
|
|
|
$
|
227,131
|
|
Services
|
94,268
|
|
|
153,446
|
|
|
232,177
|
|
|
305,393
|
|
||||
Total revenues
|
192,441
|
|
|
288,796
|
|
|
415,383
|
|
|
532,524
|
|
||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
||||||
Cost of product sales
|
75,004
|
|
|
108,253
|
|
|
133,971
|
|
|
182,841
|
|
||||
Cost of services
|
58,888
|
|
|
98,049
|
|
|
148,615
|
|
|
200,205
|
|
||||
Depreciation, amortization, and accretion
|
29,842
|
|
|
31,817
|
|
|
59,302
|
|
|
62,445
|
|
||||
Impairments and other charges
|
8,977
|
|
|
2,311
|
|
|
14,348
|
|
|
2,457
|
|
||||
Insurance recoveries
|
(591
|
)
|
|
—
|
|
|
(591
|
)
|
|
—
|
|
||||
Total cost of revenues
|
172,120
|
|
|
240,430
|
|
|
355,645
|
|
|
447,948
|
|
||||
Gross profit
|
20,321
|
|
|
48,366
|
|
|
59,738
|
|
|
84,576
|
|
||||
General and administrative expense
|
34,014
|
|
|
36,295
|
|
|
64,551
|
|
|
70,572
|
|
||||
Interest expense, net
|
17,586
|
|
|
18,529
|
|
|
35,442
|
|
|
36,908
|
|
||||
Warrants fair value adjustment (income) expense
|
11
|
|
|
(1,520
|
)
|
|
(327
|
)
|
|
(1,113
|
)
|
||||
CCLP Series A Preferred Units fair value adjustment (income) expense
|
—
|
|
|
146
|
|
|
—
|
|
|
1,309
|
|
||||
Other (income) expense, net
|
3,839
|
|
|
627
|
|
|
4,278
|
|
|
(324
|
)
|
||||
Loss before taxes and discontinued operations
|
(35,129
|
)
|
|
(5,711
|
)
|
|
(44,206
|
)
|
|
(22,776
|
)
|
||||
Provision for income taxes
|
2,001
|
|
|
2,490
|
|
|
3,155
|
|
|
4,099
|
|
||||
Loss before discontinued operations
|
(37,130
|
)
|
|
(8,201
|
)
|
|
(47,361
|
)
|
|
(26,875
|
)
|
||||
Discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations, net of taxes
|
163
|
|
|
(345
|
)
|
|
18
|
|
|
(771
|
)
|
||||
Net loss
|
(36,967
|
)
|
|
(8,546
|
)
|
|
(47,343
|
)
|
|
(27,646
|
)
|
||||
Less: loss attributable to noncontrolling interest
|
15,712
|
|
|
1,633
|
|
|
24,537
|
|
|
9,895
|
|
||||
Net loss attributable to TETRA stockholders
|
$
|
(21,255
|
)
|
|
$
|
(6,913
|
)
|
|
$
|
(22,806
|
)
|
|
$
|
(17,751
|
)
|
Basic net loss per common share:
|
|
|
|
|
|
|
|
|
|||||||
Loss before discontinued operations attributable to TETRA stockholders
|
$
|
(0.17
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.13
|
)
|
Income (loss) from discontinued operations attributable to TETRA stockholders
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
Net loss attributable to TETRA stockholders
|
$
|
(0.17
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.14
|
)
|
Average shares outstanding
|
125,886
|
|
|
125,612
|
|
|
125,736
|
|
|
125,646
|
|
||||
Diluted net loss per common share:
|
|
|
|
|
|
|
|
|
|
||||||
Loss before discontinued operations attributable to TETRA stockholders
|
$
|
(0.17
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.13
|
)
|
Income (loss) from discontinued operations attributable to TETRA stockholders
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.01
|
)
|
Net loss attributable to TETRA stockholders
|
$
|
(0.17
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.14
|
)
|
Average diluted shares outstanding
|
125,886
|
|
|
125,612
|
|
|
125,736
|
|
|
125,646
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net loss
|
$
|
(36,967
|
)
|
|
$
|
(8,546
|
)
|
|
$
|
(47,343
|
)
|
|
$
|
(27,646
|
)
|
Foreign currency translation adjustment, net of taxes of $0 in 2020 and 2019
|
1,095
|
|
|
848
|
|
|
(5,372
|
)
|
|
442
|
|
||||
Comprehensive loss
|
(35,872
|
)
|
|
(7,698
|
)
|
|
(52,715
|
)
|
|
(27,204
|
)
|
||||
Less: Comprehensive loss attributable to noncontrolling interest
|
15,597
|
|
|
1,550
|
|
|
24,651
|
|
|
9,636
|
|
||||
Comprehensive loss attributable to TETRA stockholders
|
$
|
(20,275
|
)
|
|
$
|
(6,148
|
)
|
|
$
|
(28,064
|
)
|
|
$
|
(17,568
|
)
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
(Unaudited)
|
|
|
|
|||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
56,722
|
|
|
$
|
17,704
|
|
Restricted cash
|
58
|
|
|
64
|
|
||
Trade accounts receivable, net of allowances of $10,223 in 2020 and $5,262 in 2019
|
114,306
|
|
|
175,918
|
|
||
Inventories
|
115,506
|
|
|
136,510
|
|
||
Prepaid expenses and other current assets
|
22,395
|
|
|
21,158
|
|
||
Total current assets
|
308,987
|
|
|
351,354
|
|
||
Property, plant, and equipment:
|
|
|
|
|
|
||
Land and building
|
57,766
|
|
|
60,586
|
|
||
Machinery and equipment
|
1,356,238
|
|
|
1,335,157
|
|
||
Automobiles and trucks
|
27,350
|
|
|
31,681
|
|
||
Chemical plants
|
58,990
|
|
|
57,692
|
|
||
Construction in progress
|
9,869
|
|
|
34,393
|
|
||
Total property, plant, and equipment
|
1,510,213
|
|
|
1,519,509
|
|
||
Less accumulated depreciation
|
(796,629
|
)
|
|
(760,872
|
)
|
||
Net property, plant, and equipment
|
713,584
|
|
|
758,637
|
|
||
Other assets:
|
|
|
|
|
|
||
Patents, trademarks and other intangible assets, net of accumulated amortization of $91,458 in 2020 and $88,422 in 2019
|
70,175
|
|
|
74,199
|
|
||
Deferred tax assets, net
|
41
|
|
|
24
|
|
||
Operating lease right-of-use assets
|
75,524
|
|
|
68,131
|
|
||
Other assets
|
20,283
|
|
|
19,577
|
|
||
Total other assets
|
166,023
|
|
|
161,931
|
|
||
Total assets
|
$
|
1,188,594
|
|
|
$
|
1,271,922
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
|
(Unaudited)
|
|
|
|
|||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Trade accounts payable
|
$
|
52,423
|
|
|
$
|
88,917
|
|
Unearned income
|
13,127
|
|
|
9,831
|
|
||
Accrued liabilities and other
|
79,904
|
|
|
87,877
|
|
||
Liabilities of discontinued operations
|
1,873
|
|
|
2,098
|
|
||
Total current liabilities
|
147,327
|
|
|
188,723
|
|
||
Long-term debt, net
|
843,292
|
|
|
842,871
|
|
||
Deferred income taxes
|
3,245
|
|
|
2,988
|
|
||
Asset retirement obligations
|
12,862
|
|
|
12,762
|
|
||
Warrants liability
|
123
|
|
|
449
|
|
||
Operating lease liabilities
|
60,693
|
|
|
53,919
|
|
||
Other liabilities
|
8,366
|
|
|
7,384
|
|
||
Total long-term liabilities
|
928,581
|
|
|
920,373
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||
TETRA stockholders' equity:
|
|
|
|
|
|
||
Common stock, par value $0.01 per share; 250,000,000 shares authorized at June 30, 2020 and December 31, 2019; 128,773,914 shares issued at June 30, 2020 and 128,304,354 shares issued at December 31, 2019
|
1,288
|
|
|
1,283
|
|
||
Additional paid-in capital
|
469,777
|
|
|
466,959
|
|
||
Treasury stock, at cost; 2,908,217 shares held at June 30, 2020, and 2,823,191 shares held at December 31, 2019
|
(19,434
|
)
|
|
(19,164
|
)
|
||
Accumulated other comprehensive income (loss)
|
(57,441
|
)
|
|
(52,183
|
)
|
||
Retained deficit
|
(385,328
|
)
|
|
(362,522
|
)
|
||
Total TETRA stockholders' equity
|
8,862
|
|
|
34,373
|
|
||
Noncontrolling interests
|
103,824
|
|
|
128,453
|
|
||
Total equity
|
112,686
|
|
|
162,826
|
|
||
Total liabilities and equity
|
$
|
1,188,594
|
|
|
$
|
1,271,922
|
|
|
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, 2019
|
$
|
1,283
|
|
|
$
|
466,959
|
|
|
$
|
(19,164
|
)
|
|
$
|
(52,183
|
)
|
|
$
|
(362,522
|
)
|
|
$
|
128,453
|
|
|
$
|
162,826
|
|
Net loss for first quarter 2020
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,551
|
)
|
|
(8,825
|
)
|
|
(10,376
|
)
|
|||||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,238
|
)
|
|
—
|
|
|
(229
|
)
|
|
(6,467
|
)
|
|||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,843
|
)
|
|||||||
Distributions to public unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(309
|
)
|
|
(309
|
)
|
|||||||
Equity award activity
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||
Treasury stock activity, net
|
—
|
|
|
—
|
|
|
(89
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89
|
)
|
|||||||
Equity compensation expense
|
—
|
|
|
1,145
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
228
|
|
|
1,373
|
|
|||||||
Other
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(31
|
)
|
|||||||
Balance at March 31, 2020
|
$
|
1,287
|
|
|
$
|
468,088
|
|
|
$
|
(19,253
|
)
|
|
$
|
(58,421
|
)
|
|
$
|
(364,073
|
)
|
|
$
|
119,303
|
|
|
$
|
146,931
|
|
Net loss for second quarter 2020
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,255
|
)
|
|
(15,712
|
)
|
|
(36,967
|
)
|
|||||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
980
|
|
|
—
|
|
|
115
|
|
|
1,095
|
|
|||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,872
|
)
|
|||||||
Distributions to public unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(311
|
)
|
|
(311
|
)
|
|||||||
Equity award activity
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
Treasury stock activity, net
|
—
|
|
|
—
|
|
|
(181
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(181
|
)
|
|||||||
Equity compensation expense
|
—
|
|
|
1,685
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
449
|
|
|
2,134
|
|
|||||||
Other
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
(16
|
)
|
|||||||
Balance at June 30, 2020
|
$
|
1,288
|
|
|
$
|
469,777
|
|
|
$
|
(19,434
|
)
|
|
$
|
(57,441
|
)
|
|
$
|
(385,328
|
)
|
|
$
|
103,824
|
|
|
$
|
112,686
|
|
|
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, 2018
|
$
|
1,285
|
|
|
$
|
460,680
|
|
|
$
|
(18,950
|
)
|
|
$
|
(51,663
|
)
|
|
$
|
(217,952
|
)
|
|
$
|
139,349
|
|
|
$
|
312,749
|
|
Net loss for first quarter 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,838
|
)
|
|
(8,262
|
)
|
|
(19,100
|
)
|
|||||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(582
|
)
|
|
—
|
|
|
176
|
|
|
(406
|
)
|
|||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,506
|
)
|
|||||||
Distributions to public unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(307
|
)
|
|
(307
|
)
|
|||||||
Equity award activity
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Treasury stock activity, net
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(155
|
)
|
|||||||
Equity compensation expense
|
—
|
|
|
1,628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
311
|
|
|
1,939
|
|
|||||||
Conversions of CCLP Series A Preferred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,539
|
|
|
2,539
|
|
|||||||
Cumulative effect adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,843
|
|
|
—
|
|
|
2,843
|
|
|||||||
Other
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
9
|
|
|||||||
Balance at March 31, 2019
|
$
|
1,284
|
|
|
$
|
462,241
|
|
|
$
|
(19,105
|
)
|
|
$
|
(52,245
|
)
|
|
$
|
(225,947
|
)
|
|
$
|
133,882
|
|
|
$
|
300,110
|
|
Net loss for second quarter 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,913
|
)
|
|
(1,633
|
)
|
|
(8,546
|
)
|
|||||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
765
|
|
|
—
|
|
|
83
|
|
|
848
|
|
|||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,698
|
)
|
|||||||
Distributions to public unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(308
|
)
|
|
(308
|
)
|
|||||||
Treasury stock activity, net
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|||||||
Equity compensation expense
|
—
|
|
|
2,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
567
|
|
|
2,667
|
|
|||||||
Other
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(69
|
)
|
|||||||
Balance at June 30, 2019
|
$
|
1,284
|
|
|
$
|
464,305
|
|
|
$
|
(19,116
|
)
|
|
$
|
(51,480
|
)
|
|
$
|
(232,860
|
)
|
|
$
|
132,558
|
|
|
$
|
294,691
|
|
|
Six Months Ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
Operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(47,343
|
)
|
|
$
|
(27,646
|
)
|
Reconciliation of net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization, and accretion
|
59,302
|
|
|
62,445
|
|
||
Impairment and other charges
|
14,348
|
|
|
2,457
|
|
||
Benefit for deferred income taxes
|
467
|
|
|
550
|
|
||
Equity-based compensation expense
|
2,896
|
|
|
4,932
|
|
||
Provision for doubtful accounts
|
5,504
|
|
|
922
|
|
||
Amortization and expense of financing costs
|
2,755
|
|
|
2,644
|
|
||
Insurance recoveries associated with damaged equipment
|
(591
|
)
|
|
—
|
|
||
Equipment received in lieu of cash
|
725
|
|
|
—
|
|
||
Debt exchange expenses
|
4,754
|
|
|
—
|
|
||
CCLP Series A Preferred Unit distributions and adjustments
|
—
|
|
|
3,178
|
|
||
Warrants fair value adjustment
|
(326
|
)
|
|
(1,113
|
)
|
||
Contingent consideration liability fair value adjustment
|
—
|
|
|
(800
|
)
|
||
Gain on sale of assets
|
(2,019
|
)
|
|
(872
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
54,827
|
|
|
(7,075
|
)
|
||
Inventories
|
10,733
|
|
|
(92
|
)
|
||
Prepaid expenses and other current assets
|
(3,038
|
)
|
|
(4,327
|
)
|
||
Trade accounts payable and accrued expenses
|
(42,853
|
)
|
|
4,766
|
|
||
Other
|
246
|
|
|
(1,592
|
)
|
||
Net cash provided by operating activities
|
60,387
|
|
|
38,377
|
|
||
Investing activities:
|
|
|
|
|
|
||
Purchases of property, plant, and equipment, net
|
(19,608
|
)
|
|
(60,604
|
)
|
||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(11,417
|
)
|
||
Proceeds on sale of property, plant, and equipment
|
5,311
|
|
|
1,214
|
|
||
Insurance recoveries associated with damaged equipment
|
591
|
|
|
—
|
|
||
Other investing activities
|
(357
|
)
|
|
(447
|
)
|
||
Net cash used in investing activities
|
(14,063
|
)
|
|
(71,254
|
)
|
||
Financing activities:
|
|
|
|
|
|
||
Proceeds from long-term debt
|
338,343
|
|
|
194,090
|
|
||
Principal payments on long-term debt
|
(341,364
|
)
|
|
(154,217
|
)
|
||
CCLP distributions
|
(620
|
)
|
|
(615
|
)
|
||
Redemptions of CCLP Series A Preferred
|
—
|
|
|
(19,760
|
)
|
||
Tax remittances on equity based compensation
|
(341
|
)
|
|
(458
|
)
|
||
Debt issuance costs and other financing activities
|
(2,504
|
)
|
|
(325
|
)
|
||
Net cash provided by (used in) financing activities
|
(6,486
|
)
|
|
18,715
|
|
||
Effect of exchange rate changes on cash
|
(826
|
)
|
|
105
|
|
||
Increase (decrease) in cash and cash equivalents
|
39,012
|
|
|
(14,057
|
)
|
||
Cash and cash equivalents and restricted cash at beginning of period
|
17,768
|
|
|
40,102
|
|
||
Cash and cash equivalents and restricted cash at end of period
|
$
|
56,780
|
|
|
$
|
26,045
|
|
|
|
|
|
||||
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
|
|||
Interest paid
|
$
|
35,127
|
|
|
$
|
33,449
|
|
Income taxes paid
|
2,195
|
|
|
4,501
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Total
|
||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||
Compression service contracts remaining performance obligations
|
$
|
35,385
|
|
|
$
|
12,735
|
|
|
$
|
1,807
|
|
|
$
|
62
|
|
|
$
|
46
|
|
|
$
|
50,035
|
|
|
Six Months Ended
June 30, |
||||||
|
2020
|
|
2019
|
||||
|
(In Thousands)
|
||||||
Unearned Income, beginning of period
|
$
|
9,678
|
|
|
$
|
25,333
|
|
Additional unearned income
|
32,834
|
|
|
84,456
|
|
||
Revenue recognized
|
(29,881
|
)
|
|
(78,119
|
)
|
||
Unearned income, end of period
|
$
|
12,631
|
|
|
$
|
31,670
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||
|
(In Thousands)
|
||||||||||||
Completion Fluids & Products
|
|
|
|
|
|
|
|
||||||
U.S.
|
32,102
|
|
|
37,536
|
|
|
$
|
70,060
|
|
|
$
|
69,142
|
|
International
|
39,244
|
|
|
42,231
|
|
|
76,523
|
|
|
72,206
|
|
||
|
71,346
|
|
|
79,767
|
|
|
146,583
|
|
|
141,348
|
|
||
Water & Flowback Services
|
|
|
|
|
|
|
|
||||||
U.S.
|
22,866
|
|
|
68,412
|
|
|
77,250
|
|
|
141,611
|
|
||
International
|
1,857
|
|
|
4,712
|
|
|
4,940
|
|
|
10,191
|
|
||
|
24,723
|
|
|
73,124
|
|
|
82,190
|
|
|
151,802
|
|
||
Compression
|
|
|
|
|
|
|
|
||||||
U.S.
|
88,583
|
|
|
126,122
|
|
|
169,183
|
|
|
219,638
|
|
||
International
|
7,789
|
|
|
9,783
|
|
|
17,427
|
|
|
19,736
|
|
||
|
96,372
|
|
|
135,905
|
|
|
186,610
|
|
|
239,374
|
|
||
Total Revenue
|
|
|
|
|
|
|
|
||||||
U.S.
|
143,551
|
|
|
232,070
|
|
|
316,493
|
|
|
430,391
|
|
||
International
|
48,890
|
|
|
56,726
|
|
|
98,890
|
|
|
102,133
|
|
||
|
192,441
|
|
|
288,796
|
|
|
$
|
415,383
|
|
|
$
|
532,524
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(In Thousands)
|
||||||
Finished goods
|
$
|
63,952
|
|
|
$
|
70,135
|
|
Raw materials
|
4,030
|
|
|
4,125
|
|
||
Parts and supplies
|
35,814
|
|
|
47,793
|
|
||
Work in progress
|
11,710
|
|
|
14,457
|
|
||
Total inventories
|
$
|
115,506
|
|
|
$
|
136,510
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In Thousands)
|
||||||||||||||
Operating lease expense
|
$
|
5,319
|
|
|
$
|
4,987
|
|
|
$
|
10,467
|
|
|
$
|
10,031
|
|
Short-term lease expense
|
5,423
|
|
|
9,552
|
|
|
14,853
|
|
|
20,713
|
|
||||
Total lease expense
|
$
|
10,742
|
|
|
$
|
14,539
|
|
|
$
|
25,320
|
|
|
$
|
30,744
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(In Thousands)
|
||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
||||
Operating cash flows - operating leases
|
|
$
|
12,065
|
|
|
$
|
9,398
|
|
|
|
|
|
|
||||
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
|
|
||||
Operating leases
|
|
$
|
17,069
|
|
|
$
|
4,881
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
(In Thousands)
|
||||||
Operating leases:
|
|
|
|
||||
Operating lease right-of-use assets
|
$
|
75,524
|
|
|
$
|
68,131
|
|
|
|
|
|
||||
Accrued liabilities and other
|
$
|
16,402
|
|
|
$
|
15,850
|
|
Operating lease liabilities
|
60,693
|
|
|
53,919
|
|
||
Total operating lease liabilities
|
$
|
77,095
|
|
|
$
|
69,769
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||
Weighted average remaining lease term:
|
|
|
|
||
Operating leases
|
6.36 Years
|
|
|
6.43 Years
|
|
|
|
|
|
||
Weighted average discount rate:
|
|
|
|
||
Operating leases
|
9.74
|
%
|
|
9.46
|
%
|
|
|
Operating Leases
|
||
|
(In Thousands)
|
|||
|
|
|
||
Remainder of 2020
|
|
$
|
11,662
|
|
2021
|
|
20,294
|
|
|
2022
|
|
16,684
|
|
|
2023
|
|
13,026
|
|
|
2024
|
|
11,505
|
|
|
Thereafter
|
|
32,611
|
|
|
Total lease payments
|
|
105,782
|
|
|
Less imputed interest
|
|
(28,687
|
)
|
|
Total lease liabilities
|
|
$
|
77,095
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
|
|
(In Thousands)
|
||||||
TETRA
|
Scheduled Maturity
|
|
|
|
||||
Asset-based credit agreement (presented net of unamortized deferred financing costs of $0 million as of June 30, 2020 and $1.0 million as of December 31, 2019)
|
September 2023
|
$
|
—
|
|
|
$
|
—
|
|
Term credit agreement (presented net of the unamortized discount of $6 million as of June 30, 2020 and $6.4 million as of December 31, 2019 and net of unamortized deferred financing costs of $8.8 million as of June 30, 2020 and $9.5 million as of December 31, 2019)
|
September 2025
|
205,713
|
|
|
204,633
|
|
||
TETRA total debt
|
|
205,713
|
|
|
204,633
|
|
||
Less current portion
|
|
—
|
|
|
—
|
|
||
TETRA total long-term debt
|
|
$
|
205,713
|
|
|
$
|
204,633
|
|
|
|
|
|
|
||||
CCLP
|
|
|
|
|
||||
CCLP asset-based credit agreement (presented net of unamortized deferred financing costs of $0.7 million as of June 30, 2020 and $0.9 million of December 31, 2019)
|
June 2023
|
746
|
|
|
2,622
|
|
||
CCLP 7.25% Senior Notes (presented net of the unamortized discount of $0.4 million as of June 30, 2020 and $1.7 million as of December 31, 2019 and net of unamortized deferred financing costs of $0.6 million as of June 30, 2020 and $2.8 million as of December 31, 2019)
|
August 2022
|
79,745
|
|
|
291,444
|
|
||
CCLP 7.50% First Lien Notes (presented net of unamortized deferred financing costs of $5.7 million as of June 30, 2020 and $5.8 million as of December 31, 2019, net of the unamortized discount of $0.2 million as of June 30, 2020, and net of deferred restructuring gain of $5.6 million as of June 30, 2020)
|
April 2025
|
399,613
|
|
|
344,172
|
|
||
CCLP 10.00%/10.75% Second Lien Notes (presented net of the unamortized discount of $0.8 million as of June 30, 2020, net of unamortized deferred financing costs of $1.3 million as of June 30, 2020, and net of deferred restructuring gain of $4 million as of June 30, 2020)
|
April 2026
|
157,475
|
|
|
—
|
|
||
CCLP total debt
|
|
637,579
|
|
|
638,238
|
|
||
Less current portion
|
|
—
|
|
|
—
|
|
||
CCLP total long-term debt
|
|
$
|
637,579
|
|
|
$
|
638,238
|
|
Consolidated total long-term debt
|
|
$
|
843,292
|
|
|
$
|
842,871
|
|
|
Three Months Ended
June 30, 2020 |
|
Three Months Ended
June 30, 2019 |
||||||||||||||||||||
|
Offshore Services
|
|
Maritech
|
|
Total
|
|
Offshore Services
|
|
Maritech
|
|
Total
|
||||||||||||
Major classes of line items constituting pretax loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of revenues
|
(274
|
)
|
|
—
|
|
|
(274
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Depreciation, amortization, and accretion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
General and administrative expense
|
111
|
|
|
—
|
|
|
111
|
|
|
345
|
|
|
—
|
|
|
345
|
|
||||||
Other (income) expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pretax income (loss) from discontinued operations
|
163
|
|
|
—
|
|
|
163
|
|
|
(345
|
)
|
|
—
|
|
|
(345
|
)
|
||||||
Pretax Income (loss) on disposal of discontinued operations
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||||
Total pretax income (loss) from discontinued operations
|
|
|
|
|
163
|
|
|
|
|
|
|
(345
|
)
|
||||||||||
Income tax provision (benefit)
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||||
Total income (loss) from discontinued operations
|
|
|
|
|
$
|
163
|
|
|
|
|
|
|
$
|
(345
|
)
|
|
Six Months Ended
June 30, 2020 |
|
Six Months Ended
June 30, 2019 |
||||||||||||||||||||
|
Offshore Services
|
|
Maritech
|
|
Total
|
|
Offshore Services
|
|
Maritech
|
|
Total
|
||||||||||||
Major classes of line items constituting pretax loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of revenues
|
(334
|
)
|
|
—
|
|
|
(334
|
)
|
|
22
|
|
|
—
|
|
|
22
|
|
||||||
Depreciation, amortization, and accretion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
General and administrative expense
|
316
|
|
|
—
|
|
|
316
|
|
|
749
|
|
|
—
|
|
|
749
|
|
||||||
Other (income) expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Pretax income (loss) from discontinued operations
|
18
|
|
|
—
|
|
|
18
|
|
|
(771
|
)
|
|
—
|
|
|
(771
|
)
|
||||||
Pretax income (loss) on disposal of discontinued operations
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||||
Total pretax income (loss) from discontinued operations
|
|
|
|
|
18
|
|
|
|
|
|
|
(771
|
)
|
||||||||||
Income tax provision (benefit)
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||||||
Total income (loss) from discontinued operations
|
|
|
|
|
$
|
18
|
|
|
|
|
|
|
$
|
(771
|
)
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
Offshore Services
|
|
Maritech
|
|
Total
|
|
Offshore Services
|
|
Maritech
|
|
Total
|
||||||||||||
Carrying amounts of major classes of assets included as part of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade receivables
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other current assets
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Assets of discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Carrying amounts of major classes of liabilities included as part of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade payables
|
$
|
1,231
|
|
|
$
|
—
|
|
|
$
|
1,231
|
|
|
$
|
1,233
|
|
|
$
|
—
|
|
|
$
|
1,233
|
|
Accrued liabilities
|
414
|
|
|
228
|
|
|
642
|
|
|
745
|
|
|
120
|
|
|
865
|
|
||||||
Liabilities of discontinued operations
|
$
|
1,645
|
|
|
$
|
228
|
|
|
$
|
1,873
|
|
|
$
|
1,978
|
|
|
$
|
120
|
|
|
$
|
2,098
|
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward purchase Euro
|
|
$
|
9,000
|
|
|
1.14
|
|
7/2/2020
|
Forward sale Mexican peso
|
|
5,292
|
|
|
22.58
|
|
7/2/2020
|
Foreign currency derivative contracts
|
Balance Sheet Location
|
|
Fair Value at
June 30, 2020 |
|
Fair Value at
December 31, 2019 |
|||||
|
|
|
|
(In Thousands)
|
||||||
Forward purchase contracts
|
|
Current assets
|
|
$
|
95
|
|
|
$
|
86
|
|
Forward sale contracts
|
|
Current liabilities
|
|
—
|
|
|
(53
|
)
|
||
Forward purchase contracts
|
|
Current liabilities
|
|
(127
|
)
|
|
(3
|
)
|
||
Net asset (liability)
|
|
|
|
$
|
(32
|
)
|
|
$
|
30
|
|
|
|
|
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
|
June 30, 2020
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
(In Thousands)
|
||||||||||||||
Midland manufacturing facility and related assets
|
$
|
19,646
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,646
|
|
Non-core used compressor equipment held for sale
|
2,600
|
|
|
—
|
|
|
|
|
2,600
|
|
|||||
Warrants liability
|
(123
|
)
|
|
—
|
|
|
—
|
|
|
(123
|
)
|
||||
Asset for foreign currency derivative contracts
|
95
|
|
|
—
|
|
|
95
|
|
|
—
|
|
||||
Liability for foreign currency derivative contracts
|
(127
|
)
|
|
—
|
|
|
(127
|
)
|
|
—
|
|
||||
Net asset
|
$
|
22,091
|
|
|
|
|
|
|
|
|
|
|
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, 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
|
)
|
|
—
|
|
||||
Net liability
|
$
|
(419
|
)
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
|
(In Thousands)
|
||||||||||
Number of weighted average common shares outstanding
|
125,886
|
|
|
125,612
|
|
|
125,736
|
|
|
125,646
|
|
Assumed exercise of equity awards and warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Average diluted shares outstanding
|
125,886
|
|
|
125,612
|
|
|
125,736
|
|
|
125,646
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In Thousands)
|
||||||||||||||
Revenues from external customers
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product sales
|
|
|
|
|
|
|
|
|
|
||||||
Completion Fluids & Products Division
|
$
|
67,243
|
|
|
$
|
72,806
|
|
|
$
|
137,433
|
|
|
$
|
130,134
|
|
Water & Flowback Services Division
|
8
|
|
|
367
|
|
|
33
|
|
|
731
|
|
||||
Compression Division
|
30,922
|
|
|
62,177
|
|
|
45,740
|
|
|
96,266
|
|
||||
Consolidated
|
$
|
98,173
|
|
|
$
|
135,350
|
|
|
$
|
183,206
|
|
|
$
|
227,131
|
|
|
|
|
|
|
|
|
|
||||||||
Services
|
|
|
|
|
|
|
|
|
|
||||||
Completion Fluids & Products Division
|
$
|
4,103
|
|
|
$
|
6,961
|
|
|
$
|
9,150
|
|
|
$
|
11,214
|
|
Water & Flowback Services Division
|
24,715
|
|
|
72,757
|
|
|
82,157
|
|
|
151,071
|
|
||||
Compression Division
|
65,450
|
|
|
73,728
|
|
|
140,870
|
|
|
143,108
|
|
||||
Consolidated
|
$
|
94,268
|
|
|
$
|
153,446
|
|
|
$
|
232,177
|
|
|
$
|
305,393
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
|
|
|
|
|
|
|
|
||||||
Completion Fluids & Products Division
|
$
|
71,346
|
|
|
$
|
79,767
|
|
|
$
|
146,583
|
|
|
$
|
141,348
|
|
Water & Flowback Services Division
|
24,723
|
|
|
73,124
|
|
|
82,190
|
|
|
151,802
|
|
||||
Compression Division
|
96,372
|
|
|
135,905
|
|
|
186,610
|
|
|
239,374
|
|
||||
Interdivision eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Consolidated
|
$
|
192,441
|
|
|
$
|
288,796
|
|
|
$
|
415,383
|
|
|
$
|
532,524
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) before taxes
|
|
|
|
|
|
|
|
|
|
||||||
Completion Fluids & Products Division
|
$
|
13,202
|
|
|
$
|
14,614
|
|
|
$
|
32,598
|
|
|
$
|
20,800
|
|
Water & Flowback Services Division
|
(8,418
|
)
|
|
2,460
|
|
|
(10,662
|
)
|
|
4,691
|
|
||||
Compression Division
|
(23,006
|
)
|
|
(3,483
|
)
|
|
(35,796
|
)
|
|
(11,284
|
)
|
||||
Interdivision eliminations
|
2
|
|
|
1
|
|
|
7
|
|
|
7
|
|
||||
Corporate Overhead(1)
|
(16,909
|
)
|
|
(19,303
|
)
|
|
(30,353
|
)
|
|
(36,990
|
)
|
||||
Consolidated
|
$
|
(35,129
|
)
|
|
$
|
(5,711
|
)
|
|
$
|
(44,206
|
)
|
|
$
|
(22,776
|
)
|
(1)
|
Amounts reflected include the following general corporate expenses:
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
|
(In Thousands)
|
||||||||||||||
General and administrative expense
|
$
|
11,611
|
|
|
$
|
14,350
|
|
|
$
|
19,692
|
|
|
$
|
26,439
|
|
Depreciation and amortization
|
175
|
|
|
172
|
|
|
372
|
|
|
340
|
|
||||
Interest expense
|
4,749
|
|
|
5,696
|
|
|
10,204
|
|
|
11,038
|
|
||||
Warrants fair value adjustment (income) expense
|
11
|
|
|
(1,520
|
)
|
|
(327
|
)
|
|
(1,113
|
)
|
||||
Other general corporate (income) expense, net
|
363
|
|
|
605
|
|
|
412
|
|
|
286
|
|
||||
Total
|
$
|
16,909
|
|
|
$
|
19,303
|
|
|
$
|
30,353
|
|
|
$
|
36,990
|
|
•
|
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.
|
|
Three Months Ended
|
||||||||||||||||||||||||||
|
June 30, 2020
|
||||||||||||||||||||||||||
|
Net Income (Loss), as reported
|
Tax Provision
|
Income (Loss) Before Tax, as Reported
|
Impairments & Special Charges
|
Adjusted Income (Loss) Before Tax
|
Interest Expense, Net
|
Depreciation & Amortization |
Equity Comp. Expense
|
Adjusted EBITDA
|
||||||||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||||||
Completion Fluids & Products Division
|
|
|
$
|
13,202
|
|
$
|
3,310
|
|
$
|
16,512
|
|
$
|
(143
|
)
|
$
|
1,934
|
|
$
|
—
|
|
$
|
18,303
|
|
||||
Water & Flowback Services Division
|
|
|
(8,418
|
)
|
1,203
|
|
(7,215
|
)
|
(2
|
)
|
7,617
|
|
—
|
|
400
|
|
|||||||||||
Compression Division
|
|
|
(23,006
|
)
|
15,736
|
|
(7,270
|
)
|
12,982
|
|
20,116
|
|
488
|
|
26,316
|
|
|||||||||||
Eliminations and other
|
|
|
2
|
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
2
|
|
|||||||||||
Subtotal
|
|
|
(18,220
|
)
|
20,249
|
|
2,029
|
|
12,837
|
|
29,667
|
|
488
|
|
45,021
|
|
|||||||||||
Corporate and other
|
|
|
(16,909
|
)
|
621
|
|
(16,288
|
)
|
4,749
|
|
175
|
|
1,602
|
|
(9,762
|
)
|
|||||||||||
TETRA excluding Discontinued Operations
|
$
|
(37,130
|
)
|
$
|
2,001
|
|
$
|
(35,129
|
)
|
$
|
20,870
|
|
$
|
(14,259
|
)
|
$
|
17,586
|
|
$
|
29,842
|
|
$
|
2,090
|
|
$
|
35,259
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Three Months Ended
|
||||||||||||||||||||||||||
|
June 30, 2019
|
||||||||||||||||||||||||||
|
Net Income (Loss), as reported
|
Tax Provision
|
Income (Loss) Before Tax, as Reported
|
Impairments & Special Charges
|
Adjusted Income (Loss) Before Tax
|
Interest Expense, Net
|
Depreciation & Amortization
|
Equity Comp. Expense
|
Adjusted EBITDA
|
||||||||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||||||
Completion Fluids & Products Division
|
|
|
$
|
14,614
|
|
$
|
(289
|
)
|
$
|
14,325
|
|
$
|
(157
|
)
|
$
|
3,723
|
|
$
|
—
|
|
$
|
17,891
|
|
||||
Water & Flowback Services Division
|
|
|
2,460
|
|
(400
|
)
|
2,060
|
|
(8
|
)
|
8,871
|
|
—
|
|
10,923
|
|
|||||||||||
Compression Division
|
|
|
(3,483
|
)
|
3,607
|
|
124
|
|
12,998
|
|
19,054
|
|
590
|
|
32,766
|
|
|||||||||||
Eliminations and other
|
|
|
1
|
|
—
|
|
1
|
|
—
|
|
(3
|
)
|
—
|
|
(2
|
)
|
|||||||||||
Subtotal
|
|
|
13,592
|
|
2,918
|
|
16,510
|
|
12,833
|
|
31,645
|
|
590
|
|
61,578
|
|
|||||||||||
Corporate and other
|
|
|
(19,303
|
)
|
268
|
|
(19,035
|
)
|
5,696
|
|
172
|
|
1,673
|
|
(11,494
|
)
|
|||||||||||
TETRA excluding Discontinued Operations
|
$
|
(8,201
|
)
|
$
|
2,490
|
|
$
|
(5,711
|
)
|
$
|
3,186
|
|
$
|
(2,525
|
)
|
$
|
18,529
|
|
$
|
31,817
|
|
$
|
2,263
|
|
$
|
50,084
|
|
|
Three Months Ended
June 30, |
|
Period to Period Change
|
|||||||||||
|
2020
|
|
2019
|
|
2020 vs 2019
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
192,441
|
|
|
$
|
288,796
|
|
|
$
|
(96,355
|
)
|
|
(33.4
|
)%
|
Gross profit
|
20,321
|
|
|
48,366
|
|
|
(28,045
|
)
|
|
(58.0
|
)%
|
|||
Gross profit as a percentage of revenue
|
10.6
|
%
|
|
16.7
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
34,014
|
|
|
36,295
|
|
|
(2,281
|
)
|
|
(6.3
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
17.7
|
%
|
|
12.6
|
%
|
|
|
|
|
|
|
|||
Interest expense, net
|
17,586
|
|
|
18,529
|
|
|
(943
|
)
|
|
(5.1
|
)%
|
|||
Warrants fair value adjustment (income) expense
|
11
|
|
|
(1,520
|
)
|
|
1,531
|
|
|
(100.7
|
)%
|
|||
CCLP Series A Preferred Units fair value adjustment (income) expense
|
—
|
|
|
146
|
|
|
(146
|
)
|
|
(100.0
|
)%
|
|||
Other (income) expense, net
|
3,839
|
|
|
627
|
|
|
3,212
|
|
|
512.3
|
%
|
|||
Loss before taxes and discontinued operations
|
(35,129
|
)
|
|
(5,711
|
)
|
|
(29,418
|
)
|
|
(515.1
|
)%
|
|||
Loss before taxes and discontinued operations as a percentage of revenue
|
(18.3
|
)%
|
|
(2.0
|
)%
|
|
|
|
|
|
|
|||
Provision for income taxes
|
2,001
|
|
|
2,490
|
|
|
(489
|
)
|
|
(19.6
|
)%
|
|||
Loss before discontinued operations
|
(37,130
|
)
|
|
(8,201
|
)
|
|
(28,929
|
)
|
|
352.7
|
%
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|||||||
Income (loss) from discontinued operations, net of taxes
|
163
|
|
|
(345
|
)
|
|
508
|
|
|
(147.2
|
)%
|
|||
Net loss
|
(36,967
|
)
|
|
(8,546
|
)
|
|
(28,421
|
)
|
|
332.6
|
%
|
|||
Loss attributable to noncontrolling interest
|
15,712
|
|
|
1,633
|
|
|
14,079
|
|
|
862.2
|
%
|
|||
Net loss attributable to TETRA stockholders
|
$
|
(21,255
|
)
|
|
$
|
(6,913
|
)
|
|
$
|
(14,342
|
)
|
|
207.5
|
%
|
|
Three Months Ended
June 30, |
|
Period to Period Change
|
|||||||||||
|
2020
|
|
2019
|
|
2020 vs 2019
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
71,346
|
|
|
$
|
79,767
|
|
|
$
|
(8,421
|
)
|
|
(10.6
|
)%
|
Gross profit
|
20,819
|
|
|
19,809
|
|
|
1,010
|
|
|
5.1
|
%
|
|||
Gross profit as a percentage of revenue
|
29.2
|
%
|
|
24.8
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
8,442
|
|
|
5,200
|
|
|
3,242
|
|
|
62.3
|
%
|
|||
General and administrative expense as a percentage of revenue
|
11.8
|
%
|
|
6.5
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
(143
|
)
|
|
(157
|
)
|
|
14
|
|
|
(8.9
|
)%
|
|||
Other (income) expense, net
|
(682
|
)
|
|
152
|
|
|
(834
|
)
|
|
(548.7
|
)%
|
|||
Income before taxes
|
$
|
13,202
|
|
|
$
|
14,614
|
|
|
$
|
(1,412
|
)
|
|
(9.7
|
)%
|
Income before taxes as a percentage of revenue
|
18.5
|
%
|
|
18.3
|
%
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Period to Period Change
|
|||||||||||
|
2020
|
|
2019
|
|
2020 vs 2019
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
24,723
|
|
|
$
|
73,124
|
|
|
$
|
(48,401
|
)
|
|
(66.2
|
)%
|
Gross profit (loss)
|
(4,836
|
)
|
|
7,490
|
|
|
(12,326
|
)
|
|
(164.6
|
)%
|
|||
Gross profit (loss) as a percentage of revenue
|
(19.6
|
)%
|
|
10.2
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
3,809
|
|
|
5,775
|
|
|
(1,966
|
)
|
|
(34.0
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
15.4
|
%
|
|
7.9
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
(2
|
)
|
|
(8
|
)
|
|
6
|
|
|
(75.0
|
)%
|
|||
Other (income) expense, net
|
(225
|
)
|
|
(737
|
)
|
|
512
|
|
|
(69.5
|
)%
|
|||
Income (loss) before taxes
|
$
|
(8,418
|
)
|
|
$
|
2,460
|
|
|
$
|
(10,878
|
)
|
|
(442.2
|
)%
|
Income (loss) before taxes as a percentage of revenue
|
(34.0
|
)%
|
|
3.4
|
%
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Period to Period Change
|
|||||||||||
|
2020
|
|
2019
|
|
2020 vs 2019
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
96,372
|
|
|
$
|
135,905
|
|
|
$
|
(39,533
|
)
|
|
(29.1
|
)%
|
Gross profit
|
4,511
|
|
|
21,235
|
|
|
(16,724
|
)
|
|
(78.8
|
)%
|
|||
Gross profit as a percentage of revenue
|
4.7
|
%
|
|
15.6
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
10,152
|
|
|
10,972
|
|
|
(820
|
)
|
|
(7.5
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
10.5
|
%
|
|
8.1
|
%
|
|
|
|
|
|
|
|||
Interest expense, net
|
12,982
|
|
|
12,998
|
|
|
(16
|
)
|
|
(0.1
|
)%
|
|||
CCLP Series A Preferred fair value adjustment (income) expense
|
—
|
|
|
146
|
|
|
(146
|
)
|
|
(100.0
|
)%
|
|||
Other (income) expense, net
|
4,383
|
|
|
602
|
|
|
3,781
|
|
|
628.1
|
%
|
|||
Loss before taxes
|
$
|
(23,006
|
)
|
|
$
|
(3,483
|
)
|
|
$
|
(19,523
|
)
|
|
(560.5
|
)%
|
Loss before taxes as a percentage of revenue
|
(23.9
|
)%
|
|
(2.6
|
)%
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
Period to Period Change
|
|||||||||||
|
2020
|
|
2019
|
|
2020 vs 2019
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Depreciation and amortization
|
$
|
175
|
|
|
$
|
172
|
|
|
$
|
3
|
|
|
(1.7
|
)%
|
General and administrative expense
|
11,611
|
|
|
14,350
|
|
|
(2,739
|
)
|
|
(19.1
|
)%
|
|||
Interest (income) expense, net
|
4,749
|
|
|
5,696
|
|
|
(947
|
)
|
|
(16.6
|
)%
|
|||
Warrants fair value adjustment (income) expense
|
11
|
|
|
(1,520
|
)
|
|
1,531
|
|
|
(100.7
|
)%
|
|||
Other (income) expense, net
|
363
|
|
|
605
|
|
|
(242
|
)
|
|
(40.0
|
)%
|
|||
Loss before taxes
|
$
|
(16,909
|
)
|
|
$
|
(19,303
|
)
|
|
$
|
2,394
|
|
|
12.4
|
%
|
|
Six Months Ended June 30,
|
|
Period to Period Change
|
|||||||||||
|
2020
|
|
2019
|
|
2020 vs 2019
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
415,383
|
|
|
$
|
532,524
|
|
|
$
|
(117,141
|
)
|
|
(22.0
|
)%
|
Gross profit
|
59,738
|
|
|
84,576
|
|
|
(24,838
|
)
|
|
(29.4
|
)%
|
|||
Gross profit as a percentage of revenue
|
14.4
|
%
|
|
15.9
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
64,551
|
|
|
70,572
|
|
|
(6,021
|
)
|
|
(8.5
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
15.5
|
%
|
|
13.3
|
%
|
|
|
|
|
|
|
|||
Interest expense, net
|
35,442
|
|
|
36,908
|
|
|
(1,466
|
)
|
|
(4.0
|
)%
|
|||
Warrants fair value adjustment (income) expense
|
(327
|
)
|
|
(1,113
|
)
|
|
786
|
|
|
(70.6
|
)%
|
|||
CCLP Series A Preferred Units fair value adjustment (income) expense
|
—
|
|
|
1,309
|
|
|
(1,309
|
)
|
|
(100.0
|
)%
|
|||
Other (income) expense, net
|
4,278
|
|
|
(324
|
)
|
|
4,602
|
|
|
(1420.4
|
)%
|
|||
Loss before taxes and discontinued operations
|
(44,206
|
)
|
|
(22,776
|
)
|
|
(21,430
|
)
|
|
94.1
|
%
|
|||
Loss before taxes and discontinued operations as a percentage of revenue
|
(10.6
|
)%
|
|
(4.3
|
)%
|
|
|
|
|
|
|
|||
Provision for income taxes
|
3,155
|
|
|
4,099
|
|
|
(944
|
)
|
|
(23.0
|
)%
|
|||
Loss before discontinued operations
|
(47,361
|
)
|
|
(26,875
|
)
|
|
(20,486
|
)
|
|
76.2
|
%
|
|||
Discontinued operations:
|
|
|
|
|
|
|
|
|||||||
Income (loss) from discontinued operations, net of taxes
|
18
|
|
|
(771
|
)
|
|
789
|
|
|
(102.3
|
)%
|
|||
Net loss
|
(47,343
|
)
|
|
(27,646
|
)
|
|
(19,697
|
)
|
|
71.2
|
%
|
|||
Loss attributable to noncontrolling interest
|
24,537
|
|
|
9,895
|
|
|
14,642
|
|
|
148.0
|
%
|
|||
Net loss attributable to TETRA stockholders
|
$
|
(22,806
|
)
|
|
$
|
(17,751
|
)
|
|
$
|
(5,055
|
)
|
|
28.5
|
%
|
|
Six Months Ended June 30,
|
|
Period to Period Change
|
|||||||||||
|
2020
|
|
2019
|
|
2020 vs 2019
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
146,583
|
|
|
$
|
141,348
|
|
|
$
|
5,235
|
|
|
3.7
|
%
|
Gross profit
|
46,783
|
|
|
30,472
|
|
|
16,311
|
|
|
53.5
|
%
|
|||
Gross profit as a percentage of revenue
|
31.9
|
%
|
|
21.6
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
14,375
|
|
|
9,928
|
|
|
4,447
|
|
|
44.8
|
%
|
|||
General and administrative expense as a percentage of revenue
|
9.8
|
%
|
|
7.0
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
(297
|
)
|
|
(337
|
)
|
|
40
|
|
|
(11.9
|
)%
|
|||
Other (income) expense, net
|
107
|
|
|
81
|
|
|
26
|
|
|
32.1
|
%
|
|||
Income before taxes
|
$
|
32,598
|
|
|
$
|
20,800
|
|
|
$
|
11,798
|
|
|
56.7
|
%
|
Income before taxes as a percentage of revenue
|
22.2
|
%
|
|
14.7
|
%
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
Period to Period Change
|
|||||||||||
|
2020
|
|
2019
|
|
2020 vs 2019
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
82,190
|
|
|
$
|
151,802
|
|
|
$
|
(69,612
|
)
|
|
(45.9
|
)%
|
Gross profit (loss)
|
(1,569
|
)
|
|
16,341
|
|
|
(17,910
|
)
|
|
(109.6
|
)%
|
|||
Gross profit as a percentage of revenue
|
(1.9
|
)%
|
|
10.8
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
10,143
|
|
|
12,571
|
|
|
(2,428
|
)
|
|
(19.3
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
12.3
|
%
|
|
8.3
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
(11
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|
175.0
|
%
|
|||
Other (income) expense, net
|
(1,039
|
)
|
|
(917
|
)
|
|
(122
|
)
|
|
13.3
|
%
|
|||
Income (loss) before taxes
|
$
|
(10,662
|
)
|
|
$
|
4,691
|
|
|
$
|
(15,353
|
)
|
|
327.3
|
%
|
Income (loss) before taxes as a percentage of revenue
|
(13.0
|
)%
|
|
3.1
|
%
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
Period to Period Change
|
|||||||||||
|
2020
|
|
2019
|
|
2020 vs 2019
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
186,610
|
|
|
$
|
239,374
|
|
|
$
|
(52,764
|
)
|
|
(22.0
|
)%
|
Gross profit
|
14,890
|
|
|
38,094
|
|
|
(23,204
|
)
|
|
(60.9
|
)%
|
|||
Gross profit as a percentage of revenue
|
8.0
|
%
|
|
15.9
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
20,341
|
|
|
21,635
|
|
|
(1,294
|
)
|
|
(6.0
|
)%
|
|||
General and administrative expense as a percentage of revenue
|
10.9
|
%
|
|
9.0
|
%
|
|
|
|
|
|
|
|||
Interest expense, net
|
25,546
|
|
|
26,210
|
|
|
(664
|
)
|
|
(2.5
|
)%
|
|||
CCLP Series A Preferred fair value adjustment (income) expense
|
—
|
|
|
1,309
|
|
|
(1,309
|
)
|
|
(100.0
|
)%
|
|||
Other (income) expense, net
|
4,799
|
|
|
224
|
|
|
4,575
|
|
|
2,042.4
|
%
|
|||
Loss before taxes
|
$
|
(35,796
|
)
|
|
$
|
(11,284
|
)
|
|
$
|
(24,512
|
)
|
|
217.2
|
%
|
Loss before taxes as a percentage of revenue
|
(19.2
|
)%
|
|
(4.7
|
)%
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
Period to Period Change
|
|||||||||||
|
2020
|
|
2019
|
|
2020 vs 2019
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Depreciation and amortization
|
$
|
372
|
|
|
$
|
340
|
|
|
$
|
32
|
|
|
9.4
|
%
|
General and administrative expense
|
19,692
|
|
|
26,439
|
|
|
(6,747
|
)
|
|
(25.5
|
)%
|
|||
Interest expense, net
|
10,204
|
|
|
11,038
|
|
|
(834
|
)
|
|
(7.6
|
)%
|
|||
Warrants fair value adjustment (income) expense
|
(327
|
)
|
|
(1,113
|
)
|
|
786
|
|
|
(70.6
|
)%
|
|||
Other (income) expense, net
|
412
|
|
|
286
|
|
|
126
|
|
|
44.1
|
%
|
|||
Loss before taxes
|
$
|
(30,353
|
)
|
|
$
|
(36,990
|
)
|
|
$
|
6,637
|
|
|
(17.9
|
)%
|
|
June 30, 2020
|
||||||||||||||
Condensed Consolidating Balance Sheet
|
TETRA
|
|
CCLP
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(In Thousands)
|
||||||||||||||
Cash, excluding restricted cash
|
$
|
49,965
|
|
|
$
|
6,757
|
|
|
$
|
—
|
|
|
$
|
56,722
|
|
Affiliate receivables
|
13,074
|
|
|
—
|
|
|
(13,074
|
)
|
|
—
|
|
||||
Other current assets
|
156,110
|
|
|
96,155
|
|
|
—
|
|
|
252,265
|
|
||||
Property, plant and equipment, net
|
106,949
|
|
|
606,635
|
|
|
—
|
|
|
713,584
|
|
||||
Long-term affiliate receivables
|
12,019
|
|
|
—
|
|
|
(12,019
|
)
|
|
—
|
|
||||
Other assets, including investment in CCLP
|
12,338
|
|
|
60,191
|
|
|
93,494
|
|
|
166,023
|
|
||||
Total assets
|
$
|
350,455
|
|
|
$
|
769,738
|
|
|
$
|
68,401
|
|
|
$
|
1,188,594
|
|
|
|
|
|
|
|
|
|
||||||||
Affiliate payables
|
$
|
—
|
|
|
$
|
13,074
|
|
|
$
|
(13,074
|
)
|
|
$
|
—
|
|
Other current liabilities
|
73,141
|
|
|
74,186
|
|
|
—
|
|
|
147,327
|
|
||||
Long-term debt, net
|
205,713
|
|
|
637,579
|
|
|
—
|
|
|
843,292
|
|
||||
Warrants liability
|
123
|
|
|
—
|
|
|
—
|
|
|
123
|
|
||||
Long-term affiliate payable
|
—
|
|
|
12,019
|
|
|
(12,019
|
)
|
|
—
|
|
||||
Other non-current liabilities
|
62,616
|
|
|
22,550
|
|
|
—
|
|
|
85,166
|
|
||||
Total equity
|
8,862
|
|
|
10,330
|
|
|
93,494
|
|
|
112,686
|
|
||||
Total liabilities and equity
|
$
|
350,455
|
|
|
$
|
769,738
|
|
|
$
|
68,401
|
|
|
$
|
1,188,594
|
|
|
Six months ended June 30,
|
||||||
|
2020
|
|
2019
|
||||
|
(In Thousands)
|
||||||
Operating activities
|
$
|
60,387
|
|
|
$
|
38,377
|
|
Investing activities
|
(14,063
|
)
|
|
(71,254
|
)
|
||
Financing activities
|
(6,486
|
)
|
|
18,715
|
|
|
|
Payments Due
|
||||||||||||||||||||||||||
|
|
Total
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
||||||||||||||
|
|
(In Thousands)
|
||||||||||||||||||||||||||
Long-term debt - TETRA
|
|
$
|
220,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
220,500
|
|
Long-term debt - CCLP
|
|
637,728
|
|
|
—
|
|
|
—
|
|
|
80,722
|
|
|
1,477
|
|
|
—
|
|
|
555,529
|
|
|||||||
Interest on debt - TETRA
|
|
83,927
|
|
|
7,993
|
|
|
15,986
|
|
|
15,986
|
|
|
15,986
|
|
|
15,986
|
|
|
11,990
|
|
|||||||
Interest on debt - CCLP
|
|
244,842
|
|
|
25,741
|
|
|
51,483
|
|
|
49,532
|
|
|
45,592
|
|
|
45,553
|
|
|
26,941
|
|
|||||||
Purchase obligations
|
|
90,188
|
|
|
4,763
|
|
|
9,525
|
|
|
9,525
|
|
|
9,525
|
|
|
9,525
|
|
|
47,325
|
|
|||||||
Asset retirement obligations(1)
|
|
12,862
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,862
|
|
|||||||
Operating leases
|
|
105,782
|
|
|
11,662
|
|
|
20,294
|
|
|
16,684
|
|
|
13,026
|
|
|
11,505
|
|
|
32,611
|
|
|||||||
Total contractual cash obligations(2)
|
|
$
|
1,395,829
|
|
|
$
|
50,159
|
|
|
$
|
97,288
|
|
|
$
|
172,449
|
|
|
$
|
85,606
|
|
|
$
|
82,569
|
|
|
$
|
907,758
|
|
(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 June 30, 2020.
|
(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.
|
•
|
demand for our products and services is declining as our customers continue to revise their budgets downward and adjust their operations in response to lower oil and gas prices;
|
•
|
actions undertaken by national, state and local governments and health officials to contain COVID-19 or treat its effects. In response to various governmental directives, at points we have required most office-based employees, including most employees based at our headquarters in The Woodlands, Texas, to work remotely. We may experience reductions in productivity and disruptions to our business routines while work-from-home arrangements remain in place;
|
•
|
We could encounter logistical complications and increased costs adapting our disclosure controls and procedures and our internal control over financial reporting in a changing environment that includes work-from-home arrangements and furloughs. In the future we may encounter operational challenges or disruptions stemming from the pandemic that require us to implement new or enhanced internal controls to mitigate the risks of operating in a remote environment or increased risks of material misstatements resulting from changes to the business and other uncertainties;
|
•
|
restrictions on importing and exporting products;
|
•
|
claims from customers and suppliers that their non-performance under our contracts is permitted as a result of force majeure or other reasons;
|
•
|
impacts related to late customer payments and contractual defaults associated with customer and supplier bankruptcies;
|
•
|
potentially higher borrowing costs in the future;
|
•
|
cybersecurity issues, as our network may become more vulnerable to cyberattacks due to increased remote access associated with work-from-home arrangements;
|
•
|
our ability to use our net operating loss carryforwards may be limited;
|
•
|
increased costs associated with possible facility closures to meet expected customer activity levels; and
|
•
|
we may be required to record significant impairment charges with respect to assets, whose fair values may be negatively affected by the effects of the COVID-19 pandemic on our operations. Also, we may be required to write off obsolete inventory, and such charges may be significant.
|
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)
|
||||||
April 1 – April 30, 2020
|
|
11,590
|
|
(2)
|
$
|
1.11
|
|
—
|
|
|
$
|
14,327,000
|
|
May 1 – May 31, 2020
|
|
—
|
|
|
—
|
|
—
|
|
|
14,327,000
|
|
||
June 1 – June 30, 2020
|
|
—
|
|
|
—
|
|
—
|
|
|
14,327,000
|
|
||
Total
|
|
11,590
|
|
|
|
|
—
|
|
|
$
|
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.SCH+
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL+
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF+
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB+
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE+
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
104*
|
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents
|
*
|
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 six month periods ended June 30, 2020 and 2019; (ii) Consolidated Statements of Comprehensive Income for the three and six month periods ended June 30, 2020 and 2019; (iii) Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019; (iv) Consolidated Statements of Cash Flows for the six month periods ended June 30, 2020 and 2019; and (v) Notes to Consolidated Financial Statements for the six months ended June 30, 2020.
|
|
|
TETRA Technologies, Inc.
|
|
|
|
|
|
Date:
|
August 7, 2020
|
By:
|
/s/Brady M. Murphy
|
|
|
|
Brady M. Murphy
|
|
|
|
President
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
August 7, 2020
|
By:
|
/s/Elijio V. Serrano
|
|
|
|
Elijio V. Serrano
|
|
|
|
Senior Vice President
|
|
|
|
Chief Financial Officer
|
|
|
|
|
Date:
|
August 7, 2020
|
By:
|
/s/Richard D. O'Brien
|
|
|
|
Richard D. O'Brien
|
|
|
|
Vice President – Finance and Global Controller
|
|
|
|
Principal Accounting Officer
|
1.
|
I have reviewed this report on Form 10-Q for the fiscal quarter ended June 30, 2020, 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;
|
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 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 function):
|
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 controls over financial reporting.
|
Date:
|
August 7, 2020
|
/s/Brady M. Murphy
|
|
|
Brady M. Murphy
|
|
|
President and
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q for the fiscal quarter ended June 30, 2020, 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;
|
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 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 function):
|
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 controls over financial reporting.
|
Date:
|
August 7, 2020
|
/s/Elijio V. Serrano
|
|
|
Elijio V. Serrano
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer and Principal Accounting Officer
|
Dated:
|
August 7, 2020
|
/s/Brady M. Murphy
|
|
|
Brady M. Murphy
|
|
|
President and
|
|
|
Chief Executive Officer
|
|
|
TETRA Technologies, Inc.
|
Dated:
|
August 7, 2020
|
/s/Elijio V. Serrano
|
|
|
Elijio V. Serrano
|
|
|
Senior Vice President and
|
|
|
Chief Financial Officer
|
|
|
TETRA Technologies, Inc.
|