Equibles

10-Q

TETRA TECHNOLOGIES INC (TTI)

10-Q 2022-08-02 For: 2022-06-30
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            .

Commission File Number 1-13455

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

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)

(281) 367-1983

(Registrant’s Telephone Number, Including Area Code)

_______________________________________________________________________

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock TTI New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒

As of July 29, 2022, there were 128,255,427 shares outstanding of the Company’s Common Stock, $0.01 par value per share.

TETRA Technologies, Inc. and Subsidiaries
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Page
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations 1
Consolidated Statements of Comprehensive Income 2
Consolidated Balance Sheets 3
Consolidated Statements of Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17
Item 3. Quantitative and Qualitative Disclosures about Market Risk 30
Item 4. Controls and Procedures 30
PART II—OTHER INFORMATION
Item 1. Legal Proceedings 31
Item 1A. Risk Factors 31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 31
Item 3. Defaults Upon Senior Securities 31
Item 4. Mine Safety Disclosures 31
Item 5. Other Information 32
Item 6. Exhibits 33
SIGNATURES 34

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PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Operations

(In Thousands, Except Per Share Amounts)

(Unaudited)

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
Revenues:
Product sales $ 70,301 $ 62,583 $ 140,356 $ 107,615
Services 70,415 39,743 130,397 72,035
Total revenues 140,716 102,326 270,753 179,650
Cost of revenues:
Cost of product sales 48,341 42,477 94,345 74,460
Cost of services 54,258 34,731 101,942 63,362
Depreciation, amortization, and accretion 7,748 8,236 15,427 17,187
Impairments and other charges 2,262 449 2,262 449
Insurance recoveries — — (3,750) (110)
Total cost of revenues 112,609 85,893 210,226 155,348
Gross profit 28,107 16,433 60,527 24,302
Exploration and appraisal costs 634 — 2,564 —
General and administrative expense 23,620 17,351 44,263 37,363
Interest expense, net 3,610 3,886 6,934 8,290
Other (income) expense, net (1,037) 466 (3,448) (4,306)
Income (loss) before taxes and discontinued operations 1,280 (5,270) 10,214 (17,045)
(Benefit) provision for income taxes (479) 1,384 721 1,552
Income (loss) before discontinued operations 1,759 (6,654) 9,493 (18,597)
Discontinued operations:
(Loss) income from discontinued operations, net of taxes (34) (126) (49) 120,864
Net income (loss) 1,725 (6,780) 9,444 102,267
Less: loss (income) attributable to noncontrolling interests(1) 20 27 21 (306)
Net income (loss) attributable to TETRA stockholders $ 1,745 $ (6,753) $ 9,465 $ 101,961
Basic net income (loss) per common share:
Income (loss) from continuing operations $ 0.01 $ (0.05) $ 0.07 $ (0.15)
Income from discontinued operations — — — 0.96
Net income (loss) attributable to TETRA stockholders $ 0.01 $ (0.05) $ 0.07 $ 0.81
Weighted average basic shares outstanding 127,992 126,583 127,627 126,365
Diluted net income (loss) per common share:
Income (loss) from continuing operations $ 0.01 $ (0.05) $ 0.07 $ (0.15)
Income from discontinued operations — — — 0.96
Net income (loss) attributable to TETRA stockholders $ 0.01 $ (0.05) $ 0.07 $ 0.81
Weighted average diluted shares outstanding 130,099 126,583 129,654 126,365

(1)     (Income) loss attributable to noncontrolling interests includes zero for the three months ended June 30, 2022 and 2021, respectively, and zero and $(333) income for the six months ended June 30, 2022 and 2021, respectively, related to discontinued operations.

See Notes to Consolidated Financial Statements

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TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(In Thousands)

(Unaudited)

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
Net income (loss) $ 1,725 $ (6,780) $ 9,444 $ 102,267
Foreign currency translation adjustment from continuing operations, net of taxes of $0 in 2022 and 2021 (3,414) 2,157 (3,222) (622)
Comprehensive income (loss) (1,689) (4,623) 6,222 101,645
Less: Comprehensive (income) loss attributable to noncontrolling interests 20 27 21 (306)
Comprehensive income (loss) attributable to TETRA stockholders $ (1,669) $ (4,596) $ 6,243 $ 101,339

See Notes to Consolidated Financial Statements

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TETRA Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands)

June 30,<br>2022 December 31,<br>2021
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 36,332 $ 31,551
Trade accounts receivable, net of allowances of $541 in 2022 and<br><br>$289 in 2021 104,062 91,202
Inventories 62,604 69,098
Prepaid expenses and other current assets 20,698 18,539
Total current assets 223,696 210,390
Property, plant, and equipment:
Land and building 24,420 26,380
Machinery and equipment 342,274 345,454
Automobiles and trucks 14,079 16,174
Chemical plants 59,402 61,565
Construction in progress 12,776 5,349
Total property, plant, and equipment 452,951 454,922
Less accumulated depreciation (358,233) (365,946)
Net property, plant, and equipment 94,718 88,976
Other assets:
Patents, trademarks and other intangible assets, net of accumulated amortization of $45,022 in 2022 and $44,323 in 2021 34,752 36,958
Operating lease right-of-use assets 35,127 36,973
Investments 14,167 11,233
Other assets 14,154 13,736
Total other assets 98,200 98,900
Total assets $ 416,614 $ 398,266

See Notes to Consolidated Financial Statements

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TETRA Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share Amounts)

June 30,<br>2022 December 31,<br>2021
(Unaudited)
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable $ 44,999 $ 37,943
Current portion of long-term debt 11 —
Compensation and employee benefits 23,485 20,811
Operating lease liabilities, current portion 8,255 8,108
Accrued taxes 7,295 7,085
Accrued liabilities and other 24,155 21,810
Current liabilities associated with discontinued operations 1,367 1,385
Total current liabilities 109,567 97,142
Long-term debt, net 153,191 151,936
Operating lease liabilities 29,160 31,429
Asset retirement obligations 13,244 12,984
Deferred income taxes 1,432 1,669
Other liabilities 4,484 4,543
Total long-term liabilities 201,511 202,561
Commitments and contingencies
Equity:
TETRA stockholders’ equity:
Common stock, par value 0.01 per share; 250,000,000 shares authorized at June 30, 2022 and December 31, 2021; 131,394,102 shares issued at June 30, 2022 and 130,075,838 shares issued at December 31, 2021 1,314 1,301
Additional paid-in capital 476,381 475,624
Treasury stock, at cost; 3,138,675 shares held at June 30, 2022, and at December 31, 2021 (19,957) (19,957)
Accumulated other comprehensive loss (50,154) (46,932)
Retained deficit (300,867) (310,332)
Total TETRA stockholders’ equity 106,717 99,704
Noncontrolling interests (1,181) (1,141)
Total equity 105,536 98,563
Total liabilities and equity $ 416,614 $ 398,266

See Notes to Consolidated Financial Statements

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TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Equity

(In Thousands)

(Unaudited)

Common Stock<br>Par Value Additional Paid-In<br>Capital Treasury<br>Stock Accumulated Other <br>Comprehensive Income (Loss) Retained<br>Deficit Noncontrolling<br>Interest Total<br>Equity
Currency<br>Translation
Balance at December 31, 2021 $ 1,301 $ 475,624 $ (19,957) $ (46,932) $ (310,332) $ (1,141) $ 98,563
Net income for first quarter 2022 — — — — 7,720 (1) 7,719
Translation adjustment,<br><br>net of taxes of $0 — — — 192 — — 192
Comprehensive income 7,911
Equity compensation expense — 1,104 — — — — 1,104
Other 7 (673) — — — (10) (676)
Balance at March 31, 2022 $ 1,308 $ 476,055 $ (19,957) $ (46,740) $ (302,612) $ (1,152) $ 106,902
Net income for second quarter 2022 — — — — 1,745 (20) 1,725
Translation adjustment,<br><br>net of taxes of $0 — — — (3,414) — — (3,414)
Comprehensive loss (1,689)
Equity compensation expense — 1,159 — — — — 1,159
Other 6 (833) — — — (9) (836)
Balance at June 30, 2022 $ 1,314 $ 476,381 $ (19,957) $ (50,154) $ (300,867) $ (1,181) $ 105,536
Common Stock<br>Par Value Additional Paid-In<br>Capital Treasury<br>Stock Accumulated Other <br>Comprehensive Loss Retained<br>Deficit Noncontrolling<br>Interest Total<br>Equity
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Currency<br>Translation
Balance at December 31, 2020 $ 1,289 $ 472,134 $ (19,484) $ (49,914) $ (413,665) $ 80,702 $ 71,062
Net income for first quarter 2021 — — — — 108,714 333 109,047
Translation adjustment, net of taxes of $0 — — — (2,779) — — (2,779)
Comprehensive income 106,268
Deconsolidation of CSI Compressco — — — 7,168 — (82,775) (75,607)
Equity award activity 6 — — — — — 6
Treasury stock activity, net — — (449) — — — (449)
Equity compensation expense — 962 — — — 580 1,542
Other — (574) — — — 219 (355)
Balance at March 31, 2021 $ 1,295 $ 472,522 $ (19,933) $ (45,525) $ (304,951) $ (941) $ 102,467
Net loss for second quarter 2021 — — — — (6,753) (27) (6,780)
Translation adjustment, net of taxes of $0 — — — 2,157 — — 2,157
Comprehensive loss (4,623)
Dividend — — — — — (119) (119)
Equity award activity 2 — — — — — 2
Treasury stock activity, net — — (6) — — — (6)
Equity compensation expense — 1,592 — — — — 1,592
Other — (242) — — — (14) (256)
Balance at June 30, 2021 $ 1,297 $ 473,872 $ (19,939) $ (43,368) $ (311,704) $ (1,101) $ 99,057

See Notes to Consolidated Financial Statements

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TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands, Unaudited)

Six Months Ended<br>June 30,
2022 2021
Operating activities:
Net income $ 9,444 $ 102,267
Reconciliation of net income to net cash provided by operating activities:
Depreciation, amortization, and accretion 15,427 17,215
Gain on GP Sale — (120,574)
Impairment and other charges 2,262 449
Gain on investments (390) (5,613)
Equity-based compensation expense 2,263 2,554
Provision for doubtful accounts 244 216
Amortization and expense of financing costs 1,573 1,429
Insurance recoveries associated with damaged equipment (3,750) (110)
Warrants fair value adjustment — 3,021
Gain on sale of assets (719) (275)
Other non-cash charges (313) (176)
Changes in operating assets and liabilities:
Accounts receivable (14,581) (15,694)
Inventories 4,519 5,456
Prepaid expenses and other current assets (2,282) (2,442)
Trade accounts payable and accrued expenses 11,185 21,295
Other (1,079) (1,411)
Net cash provided by operating activities 23,803 7,607
Investing activities:
Purchases of property, plant, and equipment, net (20,412) (12,489)
Proceeds from GP Sale, net of cash divested — 18
Proceeds from sale of property, plant, and equipment 1,194 754
Proceeds from insurance recoveries associated with damaged equipment 3,750 110
Other investing activities (451) 1,156
Net cash used in investing activities (15,919) (10,451)
Financing activities:
Proceeds from long-term debt 1,667 —
Principal payments on long-term debt (3,267) (29,320)
Payments on financing lease obligations (1,174) —
Debt issuance costs and other financing activities — (455)
Net cash used in financing activities (2,774) (29,775)
Effect of exchange rate changes on cash (329) (896)
Increase (decrease) in cash and cash equivalents 4,781 (33,515)
Cash and cash equivalents and restricted cash at beginning of period 31,551 83,894
Cash and cash equivalents at beginning of period<br><br>associated with discontinued operations — 16,577
Cash and cash equivalents and restricted cash at beginning of period<br><br>associated with continuing operations 31,551 67,317
Cash and cash equivalents and restricted cash at end of period<br><br>associated with continuing operations $ 36,332 $ 50,379

See Notes to Consolidated Financial Statements

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TETRA Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES

Organization

We are an industrial and oil and gas products and services company operating on six continents, focused on bromine-based completion fluids, calcium chloride, water management solutions, frac flowback and production well testing services. We were incorporated in Delaware in 1981 and are composed of two segments – Completion Fluids & Products Division and Water & Flowback Services Division. Unless the context requires otherwise, when we refer to “we,” “us,” and “our,” we are describing TETRA Technologies, Inc. and its subsidiaries on a consolidated basis.

Presentation

Our unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The information furnished reflects all normal recurring adjustments, which are, in the opinion of management, necessary to provide a fair statement of the results for the interim periods. Operating results for the period ended June 30, 2022 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2022.

We have reflected the operations of our former Compression Division and Offshore Division as discontinued operations for all periods presented. See Note 2 - “Discontinued Operations” for further information. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations.

The accompanying unaudited consolidated financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements required to be filed with the U.S. Securities and Exchange Commission (“SEC”) and do not include all information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2021 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2022 (the “2021 Annual Report”).

Significant Accounting Policies

Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2021 included in our 2021 Annual Report. There have been no significant changes in our accounting policies or the application thereof during the second quarter of 2022.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, and impairments during the reporting period. Actual results could differ from those estimates, and such differences could be material.

Reclassifications

Certain previously reported financial information has been reclassified to conform to the current year's presentation. The impact of reclassifications was not significant to the prior year's overall presentation.

Foreign Currency Translation

We have designated the Euro, the British pound, the Canadian dollar, the Brazilian real, and the Mexican peso as the functional currencies for our operations in Finland and Sweden, the United Kingdom, Canada, Brazil,

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and certain of our operations in Mexico, respectively. The United States dollar is the designated functional currency for all of our other non-U.S. operations. The cumulative translation effects of translating the applicable accounts from the functional currencies into the United States dollar at current exchange rates are included as a separate component of equity. Foreign currency exchange (gains) and losses are included in other (income) expense, net and totaled $(0.8) million and $(1.6) million during the three and six months ended June 30, 2022, respectively, and $(0.2) million and $(1.0) million during the three and six months ended June 30, 2021, respectively.

Fair Value Measurements

We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. Fair value measurements are utilized on a recurring basis in the determination of the carrying values of certain investments. See Note 8 - “Fair Value Measurements” for further discussion. Fair value measurements are also utilized on a nonrecurring basis in certain circumstances, including the impairment of long-lived assets (a Level 3 fair value measurement).

Supplemental Cash Flow Information

Supplemental cash flow information from continuing and discontinued operations is as follows:

Six Months Ended<br>June 30,
2022 2021
(in thousands)
Supplemental cash flow information(1):
Interest paid $ 8,056 $ 7,577
Income taxes paid 1,470 853
Decrease in accrued capital expenditures 1,712 1,434

(1) Prior-year information includes the activity for CSI Compressco for January only.

New Accounting Pronouncements

Standards not yet adopted

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses on financial instruments not accounted for at fair value through net income. The provisions require credit impairments to be measured over the contractual life of an asset and developed with consideration for past events, current conditions, and forecasts of future economic information. Credit impairment will be accounted for as an allowance for credit losses deducted from the amortized cost basis at each reporting date. We are continuing to work through our implementation plan which includes evaluating the impact on our allowance for doubtful accounts methodology, identifying new reporting requirements, and implementing changes to business processes, systems, and controls to support adoption of the standard. Upon adoption, the allowance for doubtful accounts is expected to increase with an offsetting adjustment to retained earnings. Updates at each reporting date after initial adoption will be recorded through selling, general, and administrative expense. ASU 2016-13 will become effective for us in the first quarter of fiscal 2023. We continue to assess the potential effects of these changes to our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. Entities may elect to apply the amendments for contract modifications made on or before December 31, 2022. During 2021, our asset-based credit agreement and term credit agreement were amended to allow replacement of LIBOR with another benchmark rate, such as the secured overnight financing rate (“SOFR”) in the event that LIBOR cannot be determined or does not fairly reflect the cost to our lenders of funding our loans. If LIBOR is not available, we cannot predict what alternative index would be negotiated with our lenders. We will assess the impact of adopting ASU 2020-04 on our consolidated financial statements if or when our contracts are modified to eliminate references to LIBOR.

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NOTE 2 – DISCONTINUED OPERATIONS

On January 29, 2021, we entered into the Purchase and Sale Agreement with Spartan Energy Partners, LP (“Spartan”) pursuant to which we sold the general partner of CSI Compressco, including the incentive distribution rights (“IDRs”) in CSI Compressco LP, (“CSI Compressco”), and approximately 23.1% of the outstanding limited partner interests in CSI Compressco, in exchange for the combination of $13.9 million in cash and $3.1 million in contingent consideration in the form of cash and/or CSI Compressco common units if CSI Compressco achieves certain financial targets on or before December 31, 2022. Throughout this Quarterly Report, we refer to this transaction as the “GP Sale.” Following the closing of the transaction, we retained an interest in CSI Compressco representing approximately 3.7% of the outstanding common units as of June 30, 2022. As a result of these transactions, we no longer consolidate CSI Compressco as of January 29, 2021. We recognized a primarily non-cash accounting gain of $120.6 million during the three-month period ended March 31, 2021 related to the GP Sale. The gain is included in income (loss) from discontinued operations, net of taxes in our consolidated statement of operations. We provided back-office support to CSI Compressco under a Transition Services Agreement that ended during the three-month period ended March 31, 2022. During the three months ended June 30, 2022, we sold equipment to CSI Compressco for approximately $0.3 million. Our interest in CSI Compressco and the general partner represented substantially all of our Compression Division.

In addition, on March 1, 2018, we closed a series of related transactions that resulted in the disposition of our Offshore Division, consisting of our Offshore Services and Maritech segments. Our former Compression and Offshore Divisions are reported as discontinued operations for all periods presented. Our consolidated balance sheets and consolidated statements of operations report discontinued operations separate from continuing operations. Our consolidated statements of comprehensive income, statements of equity and statements of cash flows combine continuing and discontinued operations. Our prior-year consolidated statement of operations, statement of comprehensive income, statement of equity and statement of cash flows include CSI Compressco activity for January 1 through January 29 in 2021. Our consolidated statements of cash flows for the six-month period ended June 30, 2021 included $3.0 million, of capital expenditures related to our former Compression division. A summary of financial information related to our discontinued operations is as follows:

Reconciliation of the Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Loss from Discontinued Operations

(in thousands, unaudited)

Three Months Ended<br>June 30, 2022
Offshore Services Maritech Total
Major classes of line items constituting loss from discontinued operations
Cost of revenues $ 54 $ — $ 54
General and administrative expense 8 — $ 8
Other expense, net — (28) (28)
Pretax income (loss) from discontinued operations (62) 28 (34)
Loss from discontinued operations attributable to TETRA stockholders $ (34)
Three Months Ended<br>June 30, 2021
--- --- --- --- ---
Compression Offshore Services Total
Major classes of line items constituting loss from discontinued operations
General and administrative expense — 5 5
Other (income) expense, net 121 — 121
Pretax loss from discontinued operations (121) (5) (126)
Loss from discontinued operations attributable to TETRA stockholders $ (126)

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Six Months Ended<br>June 30, 2022
Offshore Services Maritech Total
Major classes of line items constituting income from discontinued operations
Cost of revenues 55 — 55
General and administrative expense 22 — 22
Other expense, net — (28) (28)
Pretax income (loss) from discontinued operations (77) 28 (49)
Loss from discontinued operations attributable to TETRA stockholders $ (49)
Six Months Ended<br>June 30, 2021
--- --- --- --- --- --- ---
Compression Offshore Services Total
Major classes of line items constituting loss from discontinued operations
Revenue $ 18,968 $ — $ 18,968
Cost of revenues 11,474 28 11,502
General and administrative expense 2,795 — 2,795
Interest expense, net 4,336 — 4,336
Other expense, net 15 — 15
Pretax income (loss) from discontinued operations 348 (28) 320
Pretax gain on disposal of discontinued operations 120,574
Total pretax income from discontinued operations 120,894
Income tax provision 30
Total income from discontinued operations 120,864
Income from discontinued operations attributable to noncontrolling interest (333)
Income from discontinued operations attributable to TETRA stockholders $ 120,531

Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Statement of Financial Position

(in thousands)

June 30, 2022
Offshore Services Maritech Total
(unaudited)
Carrying amounts of major classes of liabilities included as part of discontinued operations
Trade payables $ 1,272 $ — $ 1,272
Accrued liabilities and other — 95 95
Total liabilities associated with discontinued operations $ 1,272 $ 95 $ 1,367
December 31, 2021
--- --- --- --- --- --- ---
Offshore Services Maritech Total
Carrying amounts of major classes of liabilities included as part of discontinued operations
Trade payables $ 1,157 $ — $ 1,157
Accrued liabilities and other — 228 228
Total liabilities associated with discontinued operations $ 1,157 $ 228 $ 1,385

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NOTE 3 – REVENUE FROM CONTRACTS WITH CUSTOMERS

Our contract asset balances, primarily associated with contractual invoicing milestones and/or customer documentation requirements, were $32.2 million and $20.5 million as of June 30, 2022 and December 31, 2021, respectively. Contract assets, along with billed trade accounts receivable, are included in trade accounts receivable in our consolidated balance sheets.

Unearned income includes amounts in which the Company was contractually allowed to invoice prior to satisfying the associated performance obligations. We are also party to agreements in which Standard Lithium Ltd. (“Standard Lithium”) has the right to explore, and an option to acquire the rights to produce and extract lithium in our Arkansas leases as well as other potential resources in the Mojave region of California. The Company receives cash and stock of Standard Lithium under the terms of the arrangements. The cash and stock component of consideration received is initially recorded as unearned income based on the quoted market price at the time the stock is received, then recognized in income over the contract term. Unearned income balances were $7.9 million and $3.2 million as of June 30, 2022 and December 31, 2021, respectively, and vary based on the timing of invoicing and performance obligations being met and the timing of the receipt of stock and shares from Standard Lithium. Unearned income is included in accrued liabilities and other in our consolidated balance sheets. We recognized approximately $0.8 million and $0.5 million of income during the six-month periods ended June 30, 2022 and June 30, 2021, respectively, related to the Standard Lithium arrangements. These amounts are included in other income, net in our consolidated statements of operations. Other revenue recognized during the three-month and six-month periods ended June 30, 2022 and the three-month period ended June 30, 2021 deferred as of the beginning of the period was not significant. During the six-month period ended June 30, 2021, we recognized approximately $1.4 million of revenue deferred as of the preceding year end. During the three-month and six-month periods ended June 30, 2022 and June 30, 2021, contract costs were not significant.

We disaggregate revenue from contracts with customers into Product Sales and Services within each segment, as noted in our two reportable segments in Note 10 - “Industry Segments.” In addition, we disaggregate revenue from contracts with customers by geography based on the following table below.

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
(in thousands)
Completion Fluids & Products
United States $ 34,344 $ 25,229 $ 73,188 $ 49,824
International 40,454 39,378 74,804 61,304
74,798 64,607 147,992 111,128
Water & Flowback Services
United States 61,654 35,463 114,417 64,395
International 4,264 2,256 8,344 4,127
65,918 37,719 122,761 68,522
Total Revenue
United States 95,998 60,692 187,605 114,219
International 44,718 41,634 83,148 65,431
$ 140,716 $ 102,326 $ 270,753 $ 179,650

NOTE 4 – INVENTORIES

Components of inventories as of June 30, 2022 and December 31, 2021 are as follows:

June 30, 2022 December 31, 2021
(in thousands)
Finished goods $ 52,924 $ 59,925
Raw materials 2,872 2,827
Parts and supplies 5,048 4,713
Work in progress 1,760 1,633
Total inventories $ 62,604 $ 69,098

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Finished goods inventories include newly manufactured clear brine fluids as well as used brines that are repurchased from certain customers for recycling.

NOTE 5 – INVESTMENTS

Following the closing of the GP Sale, we continue to own approximately 3.7% of the outstanding CSI Compressco common units as of June 30, 2022. In addition, we are party to agreements in which Standard Lithium has the right to explore, and an option to acquire the rights to produce and extract lithium in our Arkansas leases as well as additional potential resources in the Mojave region of California. The Company receives cash and stock of Standard Lithium (NYSE:SLI) under the terms of the arrangements. The cash and stock component of consideration received is initially recorded as unearned income based on the quoted market price at the time the stock is received, then recognized in income over the contract term. See Note 8 - “Fair Value Measurements” for further information.

In May 2021, we signed a memorandum of understanding (“MOU”) with CarbonFree, a carbon capture company with patented technologies that capture CO2 and mineralize emissions to make commercial, carbon-negative chemicals. Although the MOU expired in May 2022 at the end of its twelve-month term, we have an intellectual property joint development agreement in place with CarbonFree to evaluate potential new technologies. In December 2021, we invested $5.0 million in a convertible note issued by CarbonFree. Our exposure to potential losses by CarbonFree is limited to our investment in the convertible note and associated accrued interest.

Our investments as of June 30, 2022 and December 31, 2021, consist of the following:

June 30, 2022 December 31, 2021
(in thousands)
Investment in CSI Compressco $ 6,862 $ 6,233
Investment in CarbonFree 5,609 5,000
Investment in Standard Lithium $ 1,696 $ —
Total Investments $ 14,167 $ 11,233

NOTE 6 – LONG-TERM DEBT AND OTHER BORROWINGS

Consolidated long-term debt as of June 30, 2022 and December 31, 2021, consists of the following:

Scheduled Maturity June 30, 2022 December 31, 2021
(in thousands)
Swedish Credit Facility December 31, 2022 $ 11 $ —
Asset-based credit agreement(1) May 31, 2025 — 67
Term credit agreement(2) September 10, 2025 153,191 151,869
Total debt 153,202 151,936
Less current portion (11) —
Total long-term debt $ 153,191 $ 151,936

(1) Net of unamortized deferred financing costs of zero and $1.5 million as of June 30, 2022 and December 31, 2021, respectively. Deferred financing costs of $1.3 million as of June 30, 2022, were classified as other long-term assets on the accompanying consolidated balance sheet as there was no outstanding balance on our asset-based credit agreement.

(2) Net of unamortized discount of $4.0 million and $4.5 million as of June 30, 2022 and December 31, 2021, respectively, and net of unamortized deferred financing costs of $5.9 million and $6.7 million as of June 30, 2022 and December 31, 2021, respectively.

Swedish Credit Facility

In January 2022, the Company entered into a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden (“Swedish Credit Facility”). As of June 30, 2022, we had less than US$0.1 million outstanding and availability of approximately US$4.9 million under the Swedish Credit Facility. During each year, all outstanding loans under the Swedish Credit Facility must be repaid for at least 30 consecutive days. Borrowings bear interest at a rate of 2.95% per annum. The Swedish Credit Facility expires on December 31, 2022 and the Company intends to renew it annually.

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Finland Credit Agreement

The Company also entered into a new agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”). As of June 30, 2022, there were US$1.4 million of letters of credit outstanding against the Finland Credit Agreement.

ABL Credit Agreement

As of June 30, 2022, our asset-based credit agreement (“ABL Credit Agreement’) provides for a senior secured revolving credit facility of up to $80.0 million, with a $20.0 million accordion. The credit facility is subject to a borrowing base determined monthly by reference to the value of inventory and accounts receivable, and includes a sublimit of $20.0 million for letters of credit, a swingline loan sublimit of $11.5 million, and a $15.0 million sub-facility subject to a borrowing base consisting of certain trade receivables and inventory in the United Kingdom.

As of June 30, 2022, we had zero outstanding and $6.0 million in letters of credit and guarantees under our ABL Credit Agreement, respectively. Subject to compliance with the covenants, borrowing base, and other provisions of the ABL Credit Agreement that may limit borrowings, we had availability of $61.8 million under this agreement.

Term Credit Agreement

As of June 30, 2022 we had $153.2 million outstanding, net of unamortized discounts and unamortized deferred financing costs under our term credit agreement (“Term Credit Agreement”). The Term Credit Agreement requires us to offer to prepay a percentage of Excess Cash Flow (as defined in the Term Credit Agreement) within five business days of filing our Annual Report. As of June 30, 2022, the interest rate per annum on borrowings under the Term Credit Agreement is 7.92%. For additional information on our Term Credit agreement, see our 2021 Annual Report.

Our credit agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments. As of June 30, 2022, we are in compliance with all covenants under the credit agreements.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

Litigation

We are named defendants in several lawsuits and respondents in certain governmental proceedings arising in the ordinary course of business. While the outcome of lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or other proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse impact on our financial condition, results of operations, or liquidity.

There have been no material developments in our legal proceedings during the quarter ended June 30, 2022. For a discussion of our legal proceedings, please see our 2021 Annual Report.

Product Purchase Obligations

In the normal course of our Completion Fluids & Products Division operations, we enter into supply agreements with certain manufacturers of various raw materials and finished products. Some of these agreements have terms and conditions that specify a minimum or maximum level of purchases over the term of the agreement. Other agreements require us to purchase the entire output of the raw material or finished product produced by the manufacturer. Our purchase obligations under these agreements apply only with regard to raw materials and finished products that meet specifications set forth in the agreements. We recognize a liability for the purchase of such products at the time we receive them. As of June 30, 2022, the aggregate amount of the fixed and determinable portion of the purchase obligation pursuant to our Completion Fluids & Products Division’s supply agreements was approximately $104.6 million, including $3.0 million for the remainder of 2022, an average of $15.7 million per year from 2023 to 2026 and $40.2 million thereafter, extending through 2029.

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NOTE 8 – FAIR VALUE MEASUREMENTS

Financial Instruments

Investments

We retained an interest in CSI Compressco (NASDAQ: CCLP) representing approximately 3.7% of CSI Compressco’s outstanding common units as of June 30, 2022.

In December 2021, we invested in a $5.0 million convertible note issued by CarbonFree. Our investment in CarbonFree is recorded in investments on our consolidated balance sheets based on an internal valuation with assistance from a third-party valuation specialist (a Level 3 fair value measurement). The valuation is impacted by key assumptions, including the assumed probability and timing of potential debt or equity offerings.

We are party to agreements in which Standard Lithium has the right to explore, produce and extract lithium in our Arkansas leases as well as additional potential resources in the Mojave region of California. The Company receives cash and stock of Standard Lithium (NYSE:SLI) under the terms of the arrangements. The cash and stock component of consideration received is initially recorded as unearned income based on the quoted market price at the time the stock is received, then recognized in income over the contract term.

Our investments in CSI Compressco and Standard Lithium are recorded based on the quoted market stock price in active markets (a Level 1 fair value measurement). Changes in the value of stock are recorded in other income (expense) in our consolidated statements of operations.

Recurring and nonrecurring fair value measurements by valuation hierarchy as of June 30, 2022 and December 31, 2021, are as follows:

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, 2022 (Level 1) (Level 2) (Level 3)
(in thousands)
Investment in CSI Compressco $ 6,862 $ 6,862 $ — $ —
Investment in CarbonFree 5,609 — — 5,609
Investment in Standard Lithium 1,696 1,696 — —
Investments $ 14,167 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, 2021 (Level 1) (Level 2) (Level 3)
(in thousands)
Investment in CSI Compressco $ 6,233 $ 6,233 $ — $ —
Investment in CarbonFree $ 5,000 $ — — $ 5,000
Investments $ 11,233

Impairments

During the second quarter of 2022, our Completion Fluids & Products and Water & Flowback Services Divisions each recorded certain inventory and long-lived tangible asset impairments. Our Water & Flowback Services Division recorded impairments, including $1.3 million of equipment, $0.2 million of inventory, and $0.5 million for land and buildings. The Completion Fluids & Products Division also recorded a $0.2 million impairment related to obsolete inventory. The inventory and equipment were written down to zero or scrap value. The fair value of land and buildings of $0.4 million was estimated based on recent sales price per square acre or square foot of comparable properties (a Level 3 fair value measurement) in accordance with the fair value hierarchy.

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The fair values of cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, short-term borrowings and long-term debt pursuant to TETRA’s ABL Credit Agreement, Swedish Credit Agreement and Term Credit Agreement approximate their carrying amounts. See Note 6 - “Long-Term Debt and Other Borrowings” for further discussion.

NOTE 9 – NET INCOME (LOSS) PER SHARE

The following is a reconciliation of the weighted average number of common shares outstanding with the number of shares used in the computations of net income (loss) per common and common equivalent share:

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
(in thousands)
Number of weighted average common shares outstanding 127,992 126,583 127,627 126,365
Assumed exercise of equity awards and warrants 2,107 — 2,027 —
Average diluted shares outstanding 130,099 126,583 129,654 126,365

The average diluted shares outstanding excludes the impact of certain outstanding equity awards and warrants of 2,013,000 and 1,740,000 shares for the three and six-month periods ended June 30, 2021, respectively, as the inclusion of these shares would have been anti-dilutive due to the net loss from continuing operations recorded during these periods.

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NOTE 10 – INDUSTRY SEGMENTS

We manage our operations through two segments: Completion Fluids & Products Division and Water & Flowback Services Division.

Summarized financial information concerning the business segments is as follows:

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
(in thousands)
Revenues from external customers
Product sales
Completion Fluids & Products Division $ 70,227 $ 62,565 $ 140,115 $ 107,583
Water & Flowback Services Division 74 18 241 32
Consolidated $ 70,301 $ 62,583 $ 140,356 $ 107,615
Services
Completion Fluids & Products Division $ 4,571 $ 2,042 $ 7,877 $ 3,545
Water & Flowback Services Division 65,844 37,701 122,520 68,490
Consolidated $ 70,415 $ 39,743 $ 130,397 $ 72,035
Total revenues
Completion Fluids & Products Division $ 74,798 $ 64,607 $ 147,992 $ 111,128
Water & Flowback Services Division 65,918 37,719 122,761 68,522
Consolidated $ 140,716 $ 102,326 $ 270,753 $ 179,650
Income (loss) before taxes
Completion Fluids & Products Division $ 15,261 $ 16,427 $ 34,553 $ 25,438
Water & Flowback Services Division 1,644 (4,978) 4,326 (10,458)
Interdivision eliminations 3 3 6 6
Corporate Overhead(1) (15,628) (16,722) (28,671) (32,031)
Consolidated $ 1,280 $ (5,270) $ 10,214 $ (17,045)

(1) Amounts reflected include the following general corporate expenses:

Three Months Ended<br>June 30, Six Months Ended<br>June 30,
2022 2021 2022 2021
(in thousands)
General and administrative expense $ 11,542 $ 9,543 $ 21,888 $ 22,564
Depreciation and amortization 172 248 363 418
Interest expense 3,894 4,044 7,541 9,107
Warrants fair value adjustment (income) expense — 2,698 — 3,021
Other general corporate income, net 20 189 (1,121) (3,079)
Total $ 15,628 $ 16,722 $ 28,671 $ 32,031

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and accompanying notes included in this Quarterly Report. In addition, the following discussion and analysis also should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on February 28, 2022 (“2021 Annual Report”). This discussion includes forward-looking statements that involve certain risks and uncertainties.

Business Overview

We are an industrial and oil and gas products and services company operating on six continents, focused on bromine-based completion fluids, calcium chloride, water management solutions, frac flowback and production well testing services. Calcium chloride is used in the oil and gas industry, and also has broad industrial applications to the agricultural, road, food and beverage and lithium production markets. We are composed of two segments – Completion Fluids & Products Division and Water & Flowback Services Division.

Customer activity levels continued to trend upward as sustained high oil prices increased to an average of approximately $109 per barrel for the second quarter of 2022, and natural gas prices averaged $7.50 per million Btu. As a result, second quarter consolidated revenue of $270.8 million is very comparable to the pre-pandemic period, but with significantly fewer operating frac crews in the United States.

Completion Fluids & Products Division revenues were slightly higher sequentially, with the seasonal increase for our Northern Europe industrial chemicals business partially offset by lower Gulf of Mexico and international fluid sales as the first quarter benefited from sales pulling forward from the second quarter. However with much higher oil prices continuing to drive demand, revenues were significantly higher compared to the prior year quarter, primarily due to higher completions activity in the Gulf of Mexico and international markets. While drilling and completion activity has not returned to pre-pandemic levels, we have continued to successfully leverage opportunities to expand integrated services to completion fluids customers, resulting in Completion Fluids & Products revenues reaching near pre-pandemic levels. Our Completion Fluids & Products Division also continued to ship TETRA's high purity zinc bromine solution, TETRA PureFlow® to Eos Energy Enterprises, Inc. ("Eos") (NASDAQ: EOSE) under our recent strategic partnership. Our sales to Eos increased materially during the second quarter compared to the first quarter of 2022 as Eos expands its production capacity to meet its growing backlog and to service its increasing number of identified opportunities

We have not historically directly purchased any significant volumes of raw materials from Russia nor from Ukraine. Additionally, we have not historically sold any significant volumes of product to Russia or to Ukraine. However, one of our raw material providers sourced one of their raw materials from Russia or Ukraine. Because of the ongoing conflict between Russia and Ukraine, toward the end of the first quarter, our primary European supplier of certain raw materials advised us of supply constraints with one of their suppliers of a key raw material used in their manufacturing process. This raw material is a widely used, global commodity but the disruption to the current supply chain has caused some impact on their production which in turn has caused a reduction in delivered volumes of certain raw materials to our plant in Finland where we manufacture calcium chloride, which has decreased our calcium chloride production volumes and had some impact on second quarter margins. Our supplier has sourced their material from an alternative location and resumed supplying reduced volumes to us. We are also continuing to work with secondary and tertiary raw material providers on options to address the situation and mitigate the financial impact and we are told from our primary provider that they expect improved deliveries and a more normalized supply chain as they progress through the second half of the year. The exact financial impact remains difficult to quantify at this time and is dependent on our ability to find alternative sources of certain raw materials from suppliers not directly or indirectly impacted by the conflict or the ability of our primary supplier to source alternative raw material sources.

Our Water & Flowback Services revenues improved over the first quarter and significantly compared to the second quarter of 2021 due to a combination of continued increases in customer activity levels and continued price recovery, particularly in the United States onshore land business. The second quarter revenue for our United States land business was the highest since the third quarter of 2019, despite significantly lower drilling and fracking activity compared to prior years. We continue to add TETRA SandStormTM (“SandStorm”) units to United States onshore markets at rates approaching pre-pandemic pricing. We continue to see strong utilization for our SandStorm technology and continue to invest additional capital for new units as activity remains strong. During the quarter, we secured a patent on this unique sand filtration technology. Our focus on produced water treatment and recycling continues to generate results with four new recycling projects added during the second quarter. Revenue growth

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was a result of the continued increase in the number of integrated projects and customers, high utilization of SandStorm units and market share gains with private oil and gas operators.

We are committed to pursuing low-carbon energy initiatives that leverage our fluids and aqueous chemistry core competencies, our significant bromine and lithium assets and technologies, and our leading calcium chloride production capabilities. During the first quarter of 2022, we completed the drilling of our Arkansas exploration well and, during the second quarter of 2022, we secured samples for multiple Smackover formation brine zones. Ongoing bromine and lithium fluid analysis from these samples is being used to progress a resource report for both the bromine and lithium in our approximately 31,100 net acre brine leases in Arkansas. The resource report is expected to be completed in the third quarter of 2022. We are also in the process of completing an engagement agreement with an engineering firm to begin work on a Preliminary Economic Assessment (“PEA”) to determine the economics of developing 3,600 net acres under which we hold exclusive brine rights to meet the demand for bromine-based fluids for both a growing oil and gas market as well as a rapidly growing energy storage market. In addition to the bromine, we plan to ultimately extract lithium from the same brine feed, which we expect will greatly benefit the financial returns for the project.

Substantially all of our former Compression Division’s operations were conducted through our partially-owned CSI Compressco subsidiary. On January 29, 2021, we closed the sale of the general partner of CSI Compressco, which included the sale of the incentive distribution rights (“IDRs”) in CSI Compressco and approximately 23.1% of the outstanding limited partner interests in CSI Compressco, referred to as the “GP Sale.” We recorded a book gain of $120.6 million during 2021 in connection with the GP Sale. This gain, most of which was non-cash, was a function of CSI Compressco having a negative carrying value within our consolidated balance sheet due to our share of cumulative losses and distributions. We have reflected the operations of our former Compression Division as discontinued operations for all periods presented. See Note 2 – “Discontinued Operations” in the Notes to Consolidated Financial Statements for further information.

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Results of Operations

The following information should be read in conjunction with the Consolidated Financial Statements and the associated Notes contained elsewhere in this report. In November 2020, the SEC issued a final rule to modernize and simplify Management’s Discussion and Analysis and certain financial disclosure requirements in SEC Regulation S-K. As permitted by this final rule, the analysis herein reflects the optional approach to discuss results of operations on a sequential-quarter basis, which we believe will provide information that is most useful in assessing our quarterly results of operations going forward.

Three months ended June 30, 2022 compared with three months ended March 31, 2022.

Consolidated Comparisons

Three Months Ended Period to Period Change
June 30, March 31, Change % Change
2022 2022
(in thousands, except percentages)
Revenues $ 140,716 $ 130,037 8.2 %
Gross profit 28,107 32,420 (4,313) (13.3) %
Gross profit as a percentage of revenue 20.0 % 24.9 %
Exploration and appraisal costs 634 1,930 (1,296) (67.2) %
General and administrative expense 23,620 20,643 2,977 14.4 %
General and administrative expense as a percentage of revenue 16.8 % 15.9 %
Interest expense, net 3,610 3,324 286 8.6 %
Other income, net (1,037) (2,411) 1,374 (57.0) %
Income before taxes and discontinued operations 1,280 8,934 (7,654) (85.7) %
Income before taxes and discontinued operations as a percentage of revenue 0.9 % 6.9 %
(Benefit) provision for income taxes (479) 1,200 (1,679) NM(1)
Income before discontinued operations 1,759 7,734 (5,975) (77.3) %
Discontinued operations:
Loss from discontinued operations, net of taxes (34) (15) (19) 126.7 %
Net income 1,725 7,719 (5,994) (77.7) %
Loss attributable to noncontrolling interests 20 1 19 NM
Net income attributable to TETRA stockholders $ 1,745 $ 7,720 (77.4) %

All values are in US Dollars.

(1) Percent change is not meaningful

Consolidated revenues increased in the current quarter primarily due to an increase in overall activity for both the Completion Fluids & Products division and Water & Flowback Services division, as sustained high commodity prices continued for both crude oil and natural gas. See Divisional Comparisons section below for a more detailed discussion of the change in our revenues.

Consolidated gross profit as a percentage of revenue decreased primarily due to the $3.8 million insurance settlement received in March 2022 from prior damage to our Lake Charles facility, and $2.3 million of impairments recognized in the current quarter. See Divisional Comparisons section below for additional discussion.

Consolidated exploration and appraisal costs decreased as the drilling of our exploratory brine well in Arkansas was completed during the first quarter of 2022 and sample analysis continued during the second quarter.

Consolidated general and administrative expenses increased primarily due to $2.3 million of increased salary and employee expenses. Higher salary expenses were mainly due to increased short and long-term variable incentive costs driven by strong year-to-date financial and stock price performance, as well as divisional headcount additions to support increased activity levels.

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Consolidated other income, net, decreased in the current quarter, compared to the prior quarter primarily due to the change in the unit price of the CSI Compressco common units we retained, from a $1.1 million gain in the prior quarter to a $0.5 million loss in the current period, and a $0.8 million unrealized loss from our investment in Standard Lithium shares received in April 2022. These decreases are partially offset by a $0.6 million unrealized gain on our investment in CarbonFree recognized during the second quarter, as well as a $0.3 million increase in gains on asset sales.

Consolidated benefit for income tax was $0.5 million, during the current quarter, compared to a $1.2 million expense during the prior quarter. Our consolidated effective tax rate for the three months ended June 30, 2022 was negative 37.4% due primarily to the impact that changes in the full-year forecast had on our interim reporting under Accounting Standards Codification 740, Income Taxes. We establish a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to offset future income tax liabilities in the United States as well as in certain non-U.S. jurisdictions.

Divisional Comparisons

Completion Fluids & Products Division

Three Months Ended Period to Period Change
June 30, March 31, Change % Change
2022 2022
(in thousands, except percentages)
Revenues $ 74,798 $ 73,194 2.2 %
Gross profit 22,062 26,147 (4,085) (15.6) %
Gross profit as a percentage of revenue 29.5 % 35.7 %
Exploration and appraisal costs 635 1,930 (1,295) (67.1) %
General and administrative expense 6,184 6,059 125 2.1 %
General and administrative expense as a percentage of revenue 8.3 % 8.3 %
Interest income, net (283) (323) 40 (12.4) %
Other (income) expense, net 265 (811) 1,076 (132.7) %
Income before taxes $ 15,261 $ 19,292 (20.9) %
Income before taxes as a percentage of revenue 20.4 % 26.4 %

All values are in US Dollars.

Revenues for our Completion Fluids & Products Division increased slightly as the seasonal uplift from our Northern European chemicals business was partially offset by lower Gulf of Mexico and international fluid sales as the first quarter benefited from sales pulled forward from the second quarter.

Gross profit for our Completion Fluids & Products Division decreased compared to the prior quarter period due to a $3.8 million insurance settlement received in March 2022 from damage to our Lake Charles facility. Completion Fluids & Products Division profitability in future periods will continue to be affected by the mix of its products and services, market demand for our products and services, drilling and completions activity, supply chain challenges and inflationary pressures.

Pretax income for our Completion Fluids & Products Division decreased primarily due to the $4.1 million lower gross profit described above, a $1.1 million increase in foreign exchange losses and a $0.8 million unrealized loss from our investment in Standard Lithium shares received in April 2022. These decreases were partially offset by a $1.3 million decrease in costs associated with the conclusion of our exploratory brine well drilled during the first quarter of 2022 as well as $0.6 million unrealized gain on our investment in CarbonFree recognized during the second quarter.

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Water & Flowback Services Division

Three Months Ended Period to Period Change
June 30, March 31, Change % Change
2022 2022
(in thousands, except percentages)
Revenues $ 65,918 $ 56,843 16.0 %
Gross profit 6,214 6,462 (248) (3.8) %
Gross profit as a percentage of revenue 9.4 % 11.4 %
General and administrative expense 5,894 4,238 1,656 39.1 %
General and administrative expense as a percentage of revenue 8.9 % 7.5 %
Interest income, net (2) — (2) NM
Other income, net (1,322) (458) (864) 188.6 %
Income before taxes $ 1,644 $ 2,682 (38.7) %
Income before taxes as a percentage of revenue 2.5 % 4.7 %

All values are in US Dollars.

Revenues for our Water & Flowback Services Division increased for both water management and production testing in the current quarter compared to the prior quarter, primarily due to the continued higher overall customer activity in the North America onshore business. The higher customer activity can be attributed to sustained high commodity prices.

Gross profit for our Water & Flowback Services Division decreased compared to the prior quarter due to impairment expenses for obsolete assets and inventory. Excluding the impairment, gross profit is consistent with increased activity level with similar pricing fall through. We expect the third-quarter Adjusted EBITDA margins to further improve reflecting continued better pricing for our United States onshore land business, stronger activity levels and the commencement of operations of two early production facilities in Argentina.

The Water & Flowback Services Division pretax income decreased due to a decrease in gross profit and an increase in general and administrative expense. General and administrative expense increased due to higher compensation and benefits from higher salaries, additional headcount as well as a $0.5 million increase professional services from contract labor. Income for our Water & Flowback Services Division also increased due to a $0.2 million increase in gains on sales of assets and $0.7 million increase in foreign exchange gains.

Corporate Overhead

Three Months Ended Period to Period Change
June 30, March 31, Change % Change
2022 2022
(in thousands, except percentages)
Depreciation and amortization $ 171 $ 191 (10.5) %
General and administrative expense 11,542 10,346 1,196 11.6 %
Interest expense, net 3,895 3,647 248 6.8 %
Other (income) expense, net 20 (1,141) 1,161 (101.8) %
Loss before taxes $ (15,628) $ (13,043) 19.8 %

All values are in US Dollars.

Corporate overhead pretax loss increased due to a $1.2 million increase in general and administrative expense and a $1.2 million decrease in other (income) expense, net. General and administrative expense increased compared to the prior quarter primarily due to higher salary costs associated with the impact of higher stock price on certain long-term incentive awards and the impact of current year financial performance on accrued short-term incentives. Other (income) expense, net decreased compared to the prior quarter, from a $1.1 million gain in the prior quarter to a $0.5 million loss in the current period, due to the change in the unit price of the CSI Compressco common units we retained. These changes were partially offset by a $0.5 million increase in foreign exchange gains.

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Six months ended June 30, 2022 compared with six months ended June 30, 2021.

Consolidated Comparisons

Six months ended
June 30, Period to Period Change
2022 2021 Change % Change
(in thousands, except percentages)
Revenues $ 270,753 $ 179,650 50.7 %
Gross profit 60,527 24,302 36,225 149.1 %
Gross profit as a percentage of revenue 22.4 % 13.5 %
Exploration and appraisal costs 2,564 — 2,564 100.0 %
General and administrative expense 44,263 37,363 6,900 18.5 %
General and administrative expense as a percentage of revenue 16.3 % 20.8 %
Interest expense, net 6,934 8,290 (1,356) (16.4) %
Other income, net (3,448) (4,306) 858 (19.9) %
Income (loss) before taxes and discontinued operations 10,214 (17,045) 27,259 159.9 %
Income (loss) before taxes and discontinued operations as a percentage of revenue 3.8 % (9.5) %
(Benefit) provision for income taxes 721 1,552 (831) (53.5) %
Income (loss) before discontinued operations 9,493 (18,597) 28,090 151.0 %
Discontinued operations:
Income (loss) from discontinued operations, net of taxes (49) 120,864 (120,913) (100.0) %
Net income 9,444 102,267 (92,823) (90.8) %
Loss (income) attributable to noncontrolling interests 21 (306) 327 (106.9) %
Net income attributable to TETRA stockholders $ 9,465 $ 101,961 (90.7) %

All values are in US Dollars.

Consolidated revenues increased in the current year primarily due to improving industry conditions compared to the prior year for both the Completion Fluids & Products division and the Water Management & Flowback division. See Divisional Comparisons section below for a more detailed discussion of the change in our revenues.

Consolidated gross profit increased in the current year primarily due to the increase in revenue, partially offset by an increase in costs associated with the higher activity levels described above. Gross profit as a percentage of revenue also increased, primarily due to the significant improvement in profitability for our Water and Flowback Services Division, as well as a $3.8 million insurance settlement received in March 2022 associated with damage to our Lake Charles facility in 2020.

Consolidated exploration and appraisal costs were $2.6 million during the current year due to the exploration and sample analysis costs associated with our exploratory brine well in Arkansas.

Consolidated general and administrative expenses increased compared to the prior year, primarily due to $7.6 million of increased wage and benefit related expenses driven by reinstatement of full salaries and 401K match as well as higher short and long-term incentive expenses, and divisional headcount additions as operational activity levels increased. Higher wage and benefit related expenses were partially offset by a $1.5 million decrease in professional fees primarily due to the GP Sale in the first quarter of the prior year.

Consolidated interest expense, net, decreased in the current year primarily due to $50.5 million of repayments of our term credit facility during 2021.

Consolidated other income, net, decreased in the current year, compared to the prior year primarily due to a $5.2 million net decrease in unrealized gains on investments in CSI Compressco, Standard Lithium and CarbonFree, partially offset by a $3.0 million warrants fair value adjustment recognized in the prior year, a $0.6 million increase in foreign exchange gains, and a $0.3 million increase in gains on sales of assets.

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Consolidated provision for income taxes was $0.7 million during the current year, compared to $1.6 million during the prior year. Our consolidated effective tax rate for the current year of 7.1% was primarily due to income generated during the current year, partially offset by the utilization of net operating loss carryforwards in the United States as well as in certain non-U.S. jurisdictions for which a valuation allowance had been established. We establish a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to offset future income tax liabilities in the United States as well as in certain non-U.S. jurisdictions.

Consolidated loss from discontinued operations, net of taxes, for the prior year includes a $120.6 million primarily non-cash accounting gain from the deconsolidation of CSI Compressco. This gain is net of a $0.01 million tax provision after taking into consideration utilization of net operating loss and credit carryforwards.

Consolidated loss (income) attributable to noncontrolling interests included $0.3 million income from the prior year associated with CSI Compressco’s results for the month of January, prior to the GP Sale.

Divisional Comparisons

Completion Fluids & Products Division

Six months ended
June 30, Period to Period Change
2022 2021 Change % Change
(in thousands, except percentages)
Revenues $ 147,992 $ 111,128 33.2 %
Gross profit 48,209 30,194 18,015 59.7 %
Gross profit as a percentage of revenue 32.6 % 27.2 %
Exploration and appraisal costs 2,564 — 2,564 100.0 %
General and administrative expense 12,243 8,904 3,339 37.5 %
General and administrative expense as a percentage of revenue 8.3 % 8.0 %
Interest income, net (606) (300) (306) 102.0 %
Other income, net (545) (3,848) 3,303 (85.8) %
Income before taxes $ 34,553 $ 25,438 35.8 %
Income before taxes as a percentage of revenue 23.3 % 22.9 %

All values are in US Dollars.

Revenues for our Completion Fluids & Products Division increased compared to the prior year primarily due to increased International and Gulf of Mexico completion fluids product sales as a result of increased activity following the significant improvement in commodity prices and leveraging opportunities to expand services to completion fluids customers.

Gross profit for our Completion Fluids & Products Division increased compared to the prior year due to more revenues from higher-margin completion fluids services and products, as well as a $3.8 million insurance settlement received in March 2022 from damage to our Lake Charles facility in 2020.

Pretax income for our Completion Fluids & Products Division increased compared to the prior year driven by higher gross profit, partially offset by $2.6 million of costs associated with the exploratory brine well drilled during the current year and a $3.3 million increase in general and administrative costs due to reinstatement of full salaries and 401K match as well as higher short and long-term incentive expenses, and divisional headcount additions to support higher activity levels. In addition, other income, net decreased due to the $3.5 million decrease in income from our Standard Lithium shares, most of which were sold during the fourth quarter of 2021, Other income, net also includes a $0.6 million unrealized gain on our investment in CarbonFree recognized during the second quarter.

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Water & Flowback Services Division

Six months ended
June 30, Period to Period Change
2022 2021 Change % Change
(in thousands, except percentages)
Revenues $ 122,761 $ 68,522 79.2 %
Gross profit (loss) 12,676 (5,479) 18,155 NM
Gross profit (loss) as a percentage of revenue 10.3 % (8.0) %
General and administrative expense 10,132 5,895 4,237 71.9 %
General and administrative expense as a percentage of revenue 8.3 % 8.6 %
Interest income, net (1) (518) 517 (99.8) %
Other income, net (1,781) (398) (1,383) 347.5 %
Income (loss) before taxes $ 4,326 $ (10,458) NM
Income (loss) before taxes as a percentage of revenue 3.5 % (15.3) %

All values are in US Dollars.

Revenues for our Water & Flowback Services Division increased for both water management and production testing due to much overall higher customer drilling and completion activity. Customer activity levels have continued to improve, primarily in our North America land business as commodity prices have not only recovered but remained high for both crude oil and natural gas compared to the prior year period.

Gross profit for our Water & Flowback Services Division improved substantially from a loss in the prior year to double-digit profit in the current year, primarily due to higher revenues resulting from the increased activity levels described above and pricing improvements as activity levels improved.

Pretax income for our Water & Flowback Services Division increased in the current year primarily due to an improvement in the gross profit described above and a $0.9 million increase in foreign exchange gains, offset by an increase in general and administrative expense primarily due a $3.2 million increase in salary and employee expense due to reinstatement of full salaries and 401K match as well as higher short and long-term incentive expenses, and divisional headcount additions to support higher activity levels; a $0.6 million increase in general expenses primarily due to increased rent to support higher activity; and a $0.4 million increase in professional services also supporting higher activity.

Corporate Overhead

Six months ended
June 30, Period to Period Change
2022 2021 Change % Change
(in thousands, except percentages)
Depreciation and amortization 363 418 (55) (13.2) %
General and administrative expense $ 21,888 $ 22,564 (3.0) %
Interest expense, net 7,541 9,107 (1,566) (17.2) %
Other income, net (1,121) (58) (1,063) NM
Loss before taxes $ (28,671) $ (32,031) (10.5) %

All values are in US Dollars.

Corporate overhead pretax loss decreased due to a $1.6 million decrease in interest expense, net due to lower debt levels, as well as a $1.1 million increase in other income, net. Other income, net increased primarily due to a $3.0 million warrants fair value adjustment recognized in the prior year and a $0.6 million increase in foreign exchange gains, partially offset by a $2.4 million decrease in income related to unit price changes of our investment in CSI Compressco.

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Non-GAAP Financial Measures

We use U.S. GAAP financial measures such as revenues, gross profit, income (loss) before taxes, and net cash provided by operating activities, as well as certain non-GAAP financial measures, including Adjusted EBITDA, as performance measures for our business.

Adjusted EBITDA. We view Adjusted EBITDA as one of our primary management tools, and we track it on a monthly basis, both in dollars and as a percentage of revenues (typically compared to the prior month, prior year period, and to budget). We define Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, impairments, exploration and appraisal costs and certain other non-cash charges and non-recurring adjustments.

Adjusted EBITDA is used as a supplemental financial measure by our management to:

•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.

The following table reconciles net income (loss) to Adjusted EBITDA for the periods indicated:

Three Months Ended
June 30, 2022
Completion Fluids & Products Water & Flowback Services Corporate SG&A Other and Eliminations Total
(in thousands, except percentages)
Revenue $ 74,798 $ 65,918 $ — $ — $ 140,716
Net income (loss) before taxes and discontinued operations 15,261 1,644 (11,542) (4,083) 1,280
Impairments 220 2,042 — — 2,262
Exploration and appraisal costs 634 — — — 634
Adjustment to long-term incentives — — 1,450 — 1,450
Transactions and other expenses — 556 — — 556
Adjusted income (loss) before taxes and discontinued operations $ 16,115 $ 4,242 $ (10,092) $ (4,083) $ 6,182
Interest expense, net (283) (2) — 3,895 3,610
Depreciation and amortization 1,873 5,705 — 168 7,746
Equity compensation expense — — 1,159 — 1,159
Adjusted EBITDA $ 17,705 $ 9,945 $ (8,933) $ (20) $ 18,697
Adjusted EBITDA as % of revenue 23.7 % 15.1 % 13.3 %
Three Months Ended
March 31, 2022
Completion Fluids & Products Water & Flowback Services Corporate SG&A Other and Eliminations Total
(in thousands, except percentages)
Revenue $ 73,194 $ 56,843 $ — $ — $ 130,037
Net income (loss) before taxes and discontinued operations 19,292 2,682 (10,346) (2,694) 8,934
Insurance settlement (3,750) — — — (3,750)
Exploration and appraisal costs 1,930 — — — 1,930
Adjustment to long-term incentives — — 784 — 784
Former CEO stock appreciation right expense — — 472 — 472
Adjusted income (loss) before taxes and discontinued operations $ 17,472 $ 2,682 $ (9,090) $ (2,694) $ 8,370
Interest expense, net (323) — — 3,647 3,324
Depreciation and amortization 1,948 5,543 — 188 7,679
Equity compensation expense — — 1,104 — 1,104
Adjusted EBITDA $ 19,097 $ 8,225 $ (7,986) $ 1,141 $ 20,477
Adjusted EBITDA as % of revenue 26.1 % 14.5 % 15.7 %

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Adjusted EBITDA is a financial measure that is not in accordance with U.S. GAAP and should not be considered an alternative to net income, operating income, cash provided by operating activities, or any other measure of financial performance presented in accordance with U.S. GAAP. This measure may not be comparable to similarly titled financial metrics of other companies, as other companies may not calculate Adjusted EBITDA in the same manner as we do. Management compensates for the limitations of Adjusted EBITDA as an analytical tool by reviewing the comparable U.S. GAAP measures, understanding the differences between the measures, and incorporating this knowledge into management’s decision-making processes.

Liquidity and Capital Resources

We believe that our capital structure allows us to meet our financial obligations despite current uncertain operating conditions and financial markets. Our liquidity at the end of the second quarter was $103.0 million. Liquidity is defined as unrestricted cash plus availability under the ABL Credit Agreement, Swedish Credit Facility and Finland Credit Agreement. Information about the terms and covenants of our debt agreements can be found in our 2021 Annual Report and in Note 6 - Long Term Debt and Other Borrowings.

Our consolidated sources and uses of cash, which include cash activity from our former Compression Division for January 2021 prior to the closing of the GP sale, are as follows:

Six Months Ended<br>June 30,
2022 2021
(in thousands)
Operating activities $ 23,803 $ 7,607
Investing activities (15,919) (10,451)
Financing activities (2,774) (29,775)

Operating Activities

Consolidated cash flows provided by operating activities increased compared to the first six months of 2021 primarily due to an increase in cash profit, partially offset by the effect of working capital movements and $0.9 million of prior-year cash flows provided by operating activities generated by CSI Compressco in January prior to closing of the GP Sale.

Investing Activities

Total cash capital expenditures during the first six months of 2022 were $20.4 million, which reflects front-loading our expected full year expenditures to accommodate industry-wide activity recoveries. Our Water & Flowback Services Division spent $15.9 million on capital expenditures, primarily to deploy additional SandStorm units to meet increased demands and maintain, automate and upgrade its water management and flowback equipment fleet. Water and Flowback Services Division capital expenditures also included expenditures related to construction of early production facilities in Argentina, including approximately $2.0 million of costs that were reimbursed by customers. Our Completion Fluids & Products Division spent $4.4 million on capital expenditures.

Investing activities during the first six months of 2022 included a $3.8 million insurance settlement received in March 2022 from damage to our Lake Charles facility in 2020.

Historically, a significant majority of our planned capital expenditures have been related to identified opportunities to grow and expand our existing businesses. We are also focused on enhancing shareholder value by capitalizing on our key mineral assets, brine mineral extraction expertise, and deep chemistry competency to expand our offerings into the low carbon energy markets. However, we continue to review all capital expenditure plans carefully in an effort to conserve cash. We currently have no long-term capital expenditure commitments. If the forecasted demand for our products and services increases or decreases, the amount of planned expenditures on growth and expansion may be adjusted.

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Lithium and Bromine Exploration Targets

We have rights to the brine underlying our approximately 31,100 net acres of brine leases in the Smackover Formation in Southwest Arkansas, including rights to the bromine and lithium contained in the brine. With respect to approximately 27,500 acres of that total acreage, we had previously entered into an agreement granting Standard Lithium an option to acquire lithium rights. The agreements governing this option contemplate a 2.5% royalty that Standard Lithium would pay us based on gross lithium revenues. Additional information on these exploration targets is described in Part I, “Item 2. Properties” in our 2021 Annual Report.

In August 2021, we announced the completion of a preliminary technical assessment by an independent geological consulting firm to assess lithium and bromine exploration targets in our approximately 31,100 net acres. During the first six months 2022, we incurred $2.6 million to complete the drilling of our Arkansas exploration well and obtain and analyze fluid samples for multiple Smackover formation brine zones. Ongoing bromine and lithium fluid analysis from these samples is being used to progress a resource report for both the bromine and lithium in our approximately 31,100 net acre brine leases in Arkansas. The resource report is expected to be completed in the third quarter of 2022. We have engaged an engineering firm to begin work on a PEA to determine the economics of developing 3,600 net acres under which we hold exclusive brine rights to meet the demand for bromine-based fluids for both a growing oil and gas market as well as a rapidly growing energy storage market. In addition to the bromine, we plan to ultimately extract lithium from the same brine feed which we expect will greatly benefit the financial returns for the project.

Financing Activities

As a result of TETRA’s strong cash flow from operations in 2020 and the proceeds from the GP Sale, during the first six months of 2021, we repaid $29.3 million on our term credit agreement. We repaid an additional $21.0 million on our term credit agreement during 2021 using proceeds from the sale of Standard Lithium shares and cash flows from operations. Our financing activities for the fist six months of 2022 include $1.2 million of capital lease payments associated with equipment leased for the early production facilities in Argentina. We may supplement our existing cash balances and cash flow from operating activities with short-term borrowings, long-term borrowings, issuances of equity and debt securities, and other sources of capital. We are aggressively managing our working capital and capital expenditure needs in order to maximize our liquidity in the current environment.

Long-Term Debt

Asset-Based Credit Agreement. As of June 30, 2022, our ABL Credit Agreement provides for a senior secured revolving credit facility of up to $80.0 million, with a $20.0 million accordion. The credit facility is subject to a borrowing base to be determined by reference to the value of inventory and accounts receivable, and includes a sublimit of $20.0 million for letters of credit, a swingline loan sublimit of $11.5 million, and a $15.0 million sub-facility subject to a borrowing base consisting of certain trade receivables and inventory in the United Kingdom. The amounts we may borrow under the ABL Credit Agreement are derived from our accounts receivable, certain accrued receivables and certain inventory. Changes in demand for our products and services have an impact on our eligible accounts receivable, accrued receivables and the value of our inventory, which could result in significant changes to our borrowing base and therefore our availability under our ABL Credit Agreement. As of June 30, 2022, we had zero outstanding and $6.0 million in letters of credit and guarantees against our ABL Credit Agreement and availability of $61.8 million, subject to compliance with the covenants, borrowing base, and other provisions of the ABL Credit Agreement.

Swedish Credit Facility. In January 2022, the Company entered into a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden. As of June 30, 2022, we had less than $0.1 million outstanding and availability of approximately $4.9 million United States dollars under this agreement. During each year, all outstanding loans under the Swedish Credit Facility must be repaid for at least 30 consecutive days. Borrowings

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bear interest at a rate of 2.95% per annum. The Swedish Credit Facility expires on December 31, 2022 and the Company intends to renew it annually.

Finland Credit Agreement. The Company also entered into a new credit agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”). As of June 30, 2022, there were US$1.4 million of letters of credit outstanding against the Finland Credit Agreement.

Term Credit Agreement.    The Term Credit Agreement is scheduled to mature on September 10, 2025. Our Term Credit Agreement requires us to offer to prepay a percentage of Excess Cash Flow (as defined in the Term Credit Agreement) within five business days of filing our Annual Report. As of July 29, 2022, $163.1 million in aggregate principal amount of our Term Credit Agreement is outstanding.

Other Sources and Uses of Cash

In addition to the aforementioned credit facilities and senior notes, we fund our short-term liquidity requirements from cash generated by our operations and from short-term vendor financing. In addition, as of June 30, 2022, the market value of our investments in CSI Compressco and Standard Lithium were $6.9 million and $1.7 million, respectively, with no holding restrictions on our ability to monetize our interest. We also hold an investment in convertible notes issued by CarbonFree valued at $5.6 million as of June 30, 2022, excluding accrued interest. In addition, we are party to agreements in which Standard Lithium has the right to explore, and an option to acquire the right to produce and extract Lithium in our Arkansas leases as well as additional potential resources in the Mojave region of California. We received 400,000 shares of Standard Lithium stock during the second quarter of 2022 under the terms of this agreement.

On May 5, 2022, we filed a universal shelf Registration Statement on Form S-3 with the SEC. On May 17, 2022, the Registration Statement on Form S-3 was declared effective by the SEC. Pursuant to this registration statement, we have the ability to sell debt or equity securities in one or more public offerings up to an aggregate public offering price of $400 million. This shelf registration statement currently provides us additional flexibility with regards to potential financing that we may undertake when market conditions permit or our financial condition may require.

Should additional capital be required, the ability to raise such capital through the issuance of additional debt or equity securities may currently be limited. Instability or volatility in the capital markets at the times we need to access capital may affect the cost of capital and the ability to raise capital for an indeterminable length of time. If it is necessary to issue additional equity to fund our capital needs, additional dilution of our common stockholders will occur. We periodically evaluate engaging in strategic transactions and may consider divesting non-core assets where our evaluation suggests such transactions are in the best interest of our business. In challenging economic environments, we may experience increased delays and failures by customers to pay our invoices. If our customers delay paying or fail to pay us a significant amount of our outstanding receivables, it could have an adverse effect on our liquidity. An increase of unpaid receivables would also negatively affect our borrowing availability under the ABL Credit Agreement.

As of June 30, 2022, we had no “off balance sheet arrangements” that may have a current or future material effect on our consolidated financial condition or results of operations.

Critical Accounting Policies and Estimates

There have been no material changes or developments in the evaluation of the accounting estimates and

the underlying assumptions or methodologies pertaining to our Critical Accounting Policies and Estimates disclosed

in our 2021 Annual Report. In preparing our consolidated financial statements, we make assumptions, estimates, and judgments that affect the amounts reported. These judgments and estimates may change as new events occur, as new information is acquired, and as changes in our operating environments are encountered. Actual results are likely to differ from our current estimates, and those differences may be material.

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Commitments and Contingencies

Litigation

For information regarding litigation, see - Note 7 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements and Part II, “Item 1. Legal Proceedings” in this report.

Long-Term Debt

For information on our credit agreements, see our 2021 Annual Report and Note 6 - “Long-Term Debt and Other Borrowings” in the Notes to Consolidated Financial Statements.

Leases

We have operating leases for some of our transportation equipment, office space, warehouse space, operating locations, and machinery and equipment. Information about the terms and covenants of our lease agreements can be found in our 2021 Annual Report.

Product Purchase Obligations

For information on product purchase obligations, see - Note 7 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements.

Cautionary Statement for Purposes of Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this Quarterly Report are identifiable by the use of the following words, the negative of such words, and other similar words: “anticipates”, “assumes”, “believes”, “budgets”, “could”, “estimates”, “expects”, “forecasts”, “goal”, “intends”, “may”, “might”, “plans”, “predicts”, “projects”, “schedules”, “seeks”, “should”, “targets”, “will”, and “would”.

These forward-looking statements include statements concerning the exploration targets of lithium and bromine, the potential extraction of lithium and bromine from the leased acreage and the economic viability thereof, the timing and cost of such activities, and statements regarding the Company's beliefs, expectations, plans, goals, future events and performance, and other statements that are not purely historical.

Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part II, “Item 1A. Risk Factors” and elsewhere in this report and in our 2021 Annual Report, and those described from time to time in our future reports filed with the SEC.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Interest Rate Risk

The interest on our borrowings is subject to market risk exposure related to changes in applicable interest rates. Borrowings under our Swedish Credit Facility bear interest at a fixed rate of 2.95%. Borrowings under our ABL Credit Agreement bear interest at an agreed-upon percentage rate spread above LIBOR. Borrowings under the Term Credit Agreement bear interest at a rate per annum equal to, at the option of TETRA, either (i) LIBOR (subject to a 1% floor) plus a margin of 6.25% per annum or (ii) a base rate plus a margin of 5.25% per annum. The following table sets forth as of June 30, 2022, the principal amount due under our long-term debt obligations and their respective weighted average interest rates. We are not a party to an interest rate swap contract or other derivative instrument designed to hedge our exposure to interest rate fluctuation risk.

Interest June 30, 2022
Scheduled Maturity Rate
(in thousands)
Swedish Credit Facility December 31, 2022 2.95% $ 11
Asset-based credit agreement September 10, 2023 4.75% —
Term credit agreement September 10, 2025 7.92% 163,071
TETRA total debt, including current portion $ 163,082

Exchange Rate Risk

We are exposed to fluctuations between the U.S. dollar and the euro with regard to our euro-denominated operating activities. We also have currency exchange rate risk exposure related to revenues, expenses, operating receivables, and payables denominated in foreign currencies. We may enter into 30-day foreign-currency forward derivative contracts as part of a program designed to mitigate the currency exchange rate risk exposure on selected transactions of certain foreign subsidiaries. Although contracts pursuant to this program will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not expected to be formally designated as hedge contracts or qualify for hedge accounting treatment. Accordingly, any change in the fair value of these derivative instruments during a period will be included in the determination of earnings for that period. As of June 30, 2022, we did not have any foreign currency exchange contracts outstanding.

Item 4. Controls and Procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2022, the end of the period covered by this quarterly report.

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

On May 31, 2022, TETRA filed a demand for arbitration with the American Arbitration Association under a certain Bromine Requirements Sales Agreement between TETRA and LANXESS Corporation (formerly Chemtura Corporation, “LANXESS”) (the “Sales Agreement”).

Under the Sales Agreement, TETRA agreed to purchase a certain volume of elemental bromine. LANXESS notified TETRA of a proposed non-ordinary course increase to the price of bromine, which TETRA believes is not justified nor appropriate under the Sales Agreement. After lengthy discussions, TETRA and LANXESS were unable to reach an agreement regarding the validity of the proposed price increase; therefore, TETRA filed for arbitration seeking declaratory relief, among other relief, declaring that the proposed price increase is invalid.

The arbitration is currently pending, and no final hearing date has been set. TETRA is presently unable to predict the duration, scope or result of this proceeding.

For more information regarding litigation, see “Item 1. Legal Proceedings” in our 2021 Annual Report and Note 7 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements.

Item 1A. Risk Factors.

As of the date of this filing, TETRA and its operations continue to be subject to the risk factors previously disclosed in the “Risk Factors” sections contained in our 2021 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) None.

(b) None.

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

Period Total Number<br>of Shares Purchased Average<br>Price<br>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, 2022 — $ — — $ —
May 1 – May 31, 2022 — — — —
June 1 – June 30, 2022 — — — —
Total — — $ —

(1)In January 2004, our Board of Directors authorized the repurchase of up to $20 million of our common stock. On October 28, 2021, our Board of Directors terminated the repurchase program.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

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Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibits:

31.1* Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2** Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.1*+ Bromine Requirements Sales Agreement between Chemtura Corporation and TETRA Technologies, Inc. dated December 18, 2006.
10.2*+ Amendment to Bromine Requirements Sales Agreement between Chemtura Corporation and TETRA Technologies, Inc. dated June 6, 2008.
10.3*+ Second Amendment to Bromine Requirements Sales Agreement between Chemtura Corporation and TETRA Technologies, Inc. dated November 12, 2009.
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.

+    Portions have been omitted pursuant to Regulation S-K Item 601(b)(10)(iv), because the omitted information is both not material and is the type that the Company treats as private or confidential.

++    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, 2022 and 2021; (ii) Consolidated Statements of Comprehensive Income for the three and six-month periods ended June 30, 2022 and 2021; (iii) Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021; (iv) Consolidated Statements of Equity for the six-month periods ended June 30, 2022 and 2021 ; (v) Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2022 and 2021; and (vi) Notes to Consolidated Financial Statements for the six months ended June 30, 2022.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TETRA Technologies, Inc.
Date: August 2, 2022 By: /s/Brady M. Murphy
Brady M. Murphy
President and Chief Executive Officer
Principal Executive Officer
Date: August 2, 2022 By: /s/Elijio V. Serrano
Elijio V. Serrano
Senior Vice President and Chief Financial Officer
Principal Financial Officer
Date: August 2, 2022 By: /s/Richard D. O’Brien
Richard D. O’Brien
Vice President – Finance and Global Controller
Principal Accounting Officer

34

Document

Exhibit 10.1

SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE OF A TYPE THAT TETRA TECHNOLOGIES, INC. TREATS AS CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].

BROMINE REQUIREMENTS SALES AGREEMENT

  1. SELLER

Chemtura Corporation, a Delaware corporation having a place of business at 199 Benson Road, Middlebury, Connecticut 06749 (“Seller”).

  1. BUYER

TETRA Technologies, Inc., a Delaware corporation having a place of business at 25025 Interstate 45 North, Suite 600, The Woodlands, Texas 77380 (“Buyer”).

  1. PURCHASE AND SALE

During the term of this agreement (“Agreement”), Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the Product set forth on Attachment A hereto, upon the terms, and subject to the conditions, set forth in this Agreement.

  1. TERM

This Agreement shall commence on the date hereof (the “Effective Date”) and shall continue until the [***] anniversary thereof (the “Initial Term”), unless sooner terminated in accordance with the terms of this Agreement.

Unless either party provides written notice to the other party not later than [***] of its intention to terminate this Agreement as of the expiration of the Initial Term, this Agreement shall be automatically renewed at the end of the Initial Term for an indefinite term (the “Renewal Term”); provided, however, that at any time on or after [***], either party may terminate this Agreement without cause by providing written notice to the other party, such termination to be effective on the date that is [***] following receipt of notice thereof.

References to the “term” of this Agreement herein shall mean the Initial Term together with the Renewal Term.

  1. GENERAL

The Commercial Terms (Attachment A) and Additional Terms (Attachment B) hereto, together with any Exhibits referred to herein, are hereby incorporated into this Agreement as if set forth herein. This Agreement shall not be binding on either party until signed by the authorized representatives of both

Dated: December 18, 2006

TETRA TECHNOLOGIES, INC. CHEMTURA CORPORATION

By: /s/ Raymond E. Symens By: /s/ Robert L. Wood

Name: Raymond E. Symens Name: Robert L. Wood

Title: Senior Vice President Title: Chairman, President & CEO

Date: December 18, 2006 Date: December 18, 2006

ATTACHMENT A

COMMERCIAL TERMS

  1. PRODUCT(S)

Bromine

  1. REQUIREMENTS

(a) Beginning on January 1, 2008, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, [***]% of Buyer’s requirements of Product (whether sourced internally or from an affiliate or third party per Contract Year), up to a maximum of [***] lbs in the aggregate per Contract Year (the “Annual Maximum”), provided that Buyer agrees to purchase from Seller (or to pay if not taken) a minimum of [***] lbs in the aggregate per Contract Year (the “Annual Minimum”). Seller shall have no obligation to sell Product to Buyer for resale. Seller shall have the right to audit Buyer’s books and records to ensure compliance with Buyer’s obligations pursuant to this provision. Any such audit shall be conducted by an independent third party certified public accountant reasonably acceptable to both Buyer and Seller. Seller will pay for such audit unless the independent third party accountant determines that Buyer purchased from Seller less than [***]% of Buyer’s requirements of Product (up to the Annual Maximum) during the Contract Year in question (not taking into account any Product purchased by Buyer from a third party due to Seller’s failure to supply such Product to Buyer in breach of this Agreement, as a result of a claim by Seller of force majeure, or as otherwise permitted by this Agreement), in which case the reasonable fees and expenses of the independent third party accountant will be paid by Buyer. The audit shall be conducted confidentially and the only information disclosed to Seller shall be whether the percent of Buyer’s requirements of Product (up to the Annual Maximum) purchased from Seller was [***]% (not taking into account any Product purchased by Buyer from a third party due to Seller’s failure to supply such Product to Buyer in breach of this Agreement, as a result of a claim by Seller of force majeure, or as otherwise permitted by this Agreement).

(b) From the Effective Date until December 31, 2007 (the “Interim Period”), Seller shall use commercially reasonable efforts to sell to Buyer, and Buyer agrees to purchase from Seller, [***]% of Buyer’s requirements of Product [***], provided that Buyer agrees to purchase from Seller a minimum of [***] lbs. in calendar year 2007. Buyer shall be permitted to purchase Product from third parties (in addition to the [***] JV) during the Interim Period only to the extent that Seller is unable to provide Product in volumes sufficient to satisfy Buyer’s requirements during the Interim Period. On or before the

15th day of each month during the Interim Period, Buyer and Seller shall forecast their estimates of Product requirements and available Product supply, respectively, for each month of the Interim Period to enable timely purchases by Buyer during the Interim Period of Product from Seller hereunder and from third parties.

(c) “Contract Year” shall mean each successive calendar year during the term of this Agreement.

(d) No later than January 30 following each Contract Year in which Buyer has failed to purchase the applicable Annual Minimum, Seller shall deliver to Buyer a statement showing the quantity of Product purchased by Buyer in such year (the “Purchased Amount”) and the Deficiency Payment for such year. The “Deficiency Payment” for any Contract Year shall be an amount equal to the price for Products in effect for such Contract Year multiplied by the amount, if any, by which the Annual Minimum for such Contract Year exceeds the Purchased Amount for such Contract Year. Seller shall include any Deficiency Payment in the next scheduled invoice sent to Buyer, and Buyer shall pay to Seller such Deficiency Payment in accordance with the payment provisions of the preceding paragraph.

  1. TARGET QUANTITY

(a) On or before October 15 of each Contract Year, beginning October 15, 2006, Buyer shall provide to Seller a written, non-binding estimate of the amount of Product it will purchase under this Agreement for the following Contract Year (each, a “Target Quantity”), subject to the Annual Maximum and the Annual Minimum and provided that the Target Quantity in any Contract Year (beginning in Contract Year 2009) may not represent an increase or decrease from the actual quantity of Product purchased in the preceding Contract Year by more than [***]%. Seller agrees to provide up to [***]% of Buyer’s Target Quantity in any Contract Year, as requested by Buyer, subject to the Annual Maximum, but Seller shall not be obligated to supply more than [***]% in any event. If at any time Buyer notifies Seller that it will require more than [***]% of its Target Quantity in a Contract Year, Seller shall notify Buyer within [***] days whether it will commit to provide such amount hereunder; if Seller does not respond within such [***] day period, or if Seller responds that it will not provide such amount, Buyer shall be free to purchase such amount from any third party supplier or internal source.

(b) If Buyer fails to purchase its Target Quantity in two consecutive Contract Years, Seller will have the right to lower the then-current Target Quantity to the average of the Target Quantities for the preceding two consecutive Contract Years. Seller shall notify Buyer by not later than January 31 of each year if it elects to take advantage of this provision.

  1. SPECIFICATIONS

Seller's technical specifications attached as Exhibit A to the Agreement, as the same may be modified from time to time by Seller upon not less than thirty (30) days prior written notice with the consent of Buyer, such consent not to be unreasonably withheld (the “Specifications”).

  1. RESERVATION OF CAPACITY

In addition to the purchase price for the Products as set forth in paragraph 6 below, Buyer shall pay Seller within thirty (30) days of the Effective Date a one-time fee of $[***] for reservation of capacity and preferred supply of up to [***] lbs of Product per Contract Year, as set forth herein.

  1. SHIPPING; PRICE; PAYMENT TERMS
Product Packaging / Shipping Mode Minimum Shipping Quantity Price
Bromine [***] [***] [***]

[***]

All prices are subject to adjustment as set forth in paragraph 1 of Additional Terms (Attachment B).

Seller shall invoice Buyer monthly for the price of Product shipped during the preceding month. [***]

  1. NOTICE / CONTACT

The contact persons for all notices either required, or permitted, to be given under this Agreement are as follows:

For Seller: Chemtura Corporation

1801 U.S. Highway 52 West

West Lafayette, Indiana 47906

Attention: [***]

Facsimile no. [***]

Provided that any notice of termination or Material Breach

(as defined below) shall also be copied to:

Chemtura Corporation

199 Benson Road

Middlebury, CT 06749

Attention: [***]

Facsimile no. [***]

For Buyer: TETRA Technologies, Inc.

25025 Interstate 45 North

Suite 600

The Woodlands, TX 77380

Attention: Ray Symens

Facsimile No. (281) 364-2235

Provided that any notice of termination or Material Breach

(as defined below) shall also be copied to:

TETRA Technologies, Inc.

25025 Interstate 45 North

Suite 600

The Woodlands, TX 77380

Attention: General Counsel

Facsimile No. (281) 364-4398

ATTACHMENT B

ADDITIONAL TERMS

  1. PRICE ADJUSTMENT. The price for Products hereunder shall be adjusted effective January 1 of each year during of this Agreement, beginning with January 1, 2007 in accordance with [***] Attachment C hereto. Seller shall give Buyer notice of (i) each estimated annual price adjustment by no later than October 15 of each year, beginning with October 15, 2006 and (ii) each final annual price adjustment no later than December 1 with regard to the next calendar year. Buyer shall have [***] days to object to the calculation of the final price adjustment provided by Seller and request an audit thereof pursuant to paragraph 20. Each such price adjustment shall apply to all Product shipped hereunder on or after the effective date of such increase.

If any change or development occurs after the Effective Date [***] (such change or development, a “Hardship Event”), Seller shall be entitled to provide notice to Buyer of the occurrence of such Hardship Event and shall provide to Buyer in such notice the details of the Hardship Event including reasonable documentation [***] (“Hardship Event Notice”). Seller shall give Buyer and its representatives’ reasonable access to the relevant information of Seller and its Affiliates relating to the Hardship Event and furnish to Buyer and its representatives such other data and other information relating to the Hardship Event as such persons may reasonably request. Upon receipt of the Hardship Event Notice, Buyer and Seller shall attempt to negotiate mutually agreeable adjustments to the terms of this Agreement [***]. In the event Buyer and Seller are unable to negotiate such adjustments, either of them may terminate this Agreement by giving [***] years advance written notice [***].

  1. TAXES. Except where the law otherwise provides, Buyer shall pay Seller, in addition to the purchase price, the amount of all governmental taxes, excises and/or other charges (except taxes on or measured by Seller’s net income) that Seller pays based on: (i) the production of any Product sold hereunder; provided, however, that such charges shall be based directly on production and shall only include those hereafter imposed or increased; or (ii) the sale of any Product sold hereunder.

  2. FORECASTS. On or before the 15th day of each calendar month, Buyer shall provide Seller with a written rolling six (6) month forecast of anticipated requirements of Products to be purchased by Buyer from Seller in the six months following the month in which such forecast is delivered (each, a “Forecast”). The forecast quantity for the first month of each Forecast shall be binding (with Buyer being required to purchase all of the forecasted amount of Product in such Forecast, a “Binding Commitment”). The forecast quantities for the succeeding five (5) calendar months thereof shall be Buyer’s good faith estimate of quantities of Product to be purchased from Seller but shall be for planning purposes only and shall not constitute a purchase commitment by Buyer.

  3. SHIPMENTS. (a) Buyer shall submit to Seller a written order no less than 72 hours in advance of each desired pick up of Product hereunder. Such orders shall identify the Product being ordered and shall include the quantity of Product and the date on which pick-up is desired.

(b) Seller’s obligation to supply Product in any month shall be limited to [***]% of the then-current Target Quantity. If Buyer fails to so order any Binding Commitment, Seller shall not be obligated subsequently to deliver such unordered quantity. Failure of Buyer to submit orders for Binding Commitments (provided the Binding Commitment for any month is greater than zero) or to pick-up Product (for a month with a Binding Commitment greater than zero) pursuant to the terms hereof for thirty (30) consecutive days, except for reasons excusing performance under paragraph 7 hereof, may be deemed by Seller to be a material breach of this Agreement. Buyer may purchase from any third party supplier or internal source any quantity of Product that it requires for operations that is in excess of such [***]% limit, if Seller will not commit to supply such amount within twenty (20) days after Buyer’s written order.

(c) Buyer shall provide containers to receive Product [***] (the “Delivery Point”) and shall coordinate with Seller the scheduling of pick-up of Products. Provided Seller is satisfied that the containers provided by Buyer meet all applicable

laws and regulations (including DOT requirements) for the shipment of Product, Seller shall load Products at the Delivery Point for shipment, in compliance with all applicable laws and regulations (including DOT requirements).

(d) Title and risk of loss for Product passes [***].

(e) Buyer shall, at the end of each calendar quarter during the term of this Agreement, provide to Seller a written (and non-binding) forecast estimating Buyer’s anticipated monthly requirements for Product during the following 18-month period.

  1. PAYMENT. Terms of payment shall be as set forth on Attachment A. Invoices not paid when due shall bear interest at a rate equal to one percent per month, or the maximum rate permitted by law, whichever is less. In addition to all other rights and remedies hereunder or at law or equity, Seller reserves the right to suspend further deliveries of Product hereunder without liability to Buyer, upon failure of Buyer to make any payment pursuant to this or any other Agreement between the parties hereto.

  2. CLAIMS. Buyer’s receipt of any Product hereunder shall be an unqualified acceptance of and a waiver by Buyer of any and all claims with respect to such Product unless Buyer gives written notice of such claim within thirty (30) days after Buyer’s receipt. Provided that the Product as delivered conforms to applicable warranties set forth herein, Buyer assumes all risks and liabilities resulting from Buyer’s use of such Product in the manufacturing processes of Buyer or the combination with other substances. Claims for shortages of less than ½ of 1% of the gross weight of bulk shipments will not be allowed. Seller’s weights taken at the shipping point shall govern, unless proven to be in error. Buyer’s exclusive remedy and Seller’s exclusive liability for any and all claims (including any claims for indemnification) for breach of warranty with regard to Product supplied hereunder shall be limited to the purchase price of the Product with respect to which such claim is made (plus transportation costs, if any, paid by Buyer for such Product) or, at Seller’s option, the replacement of such Product at Buyer’s destination. In view of the significant damages that could be caused by an intentional or inadvertent breach by Seller of its Product supply obligations hereunder, Buyer and Seller hereby specifically agree that Buyer shall be entitled to the remedy of specific performance hereunder in addition to any other remedies it may have that arise out of such a breach by Seller. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT CAUSED BY OR RESULTING FROM THE NEGLIGENCE OF SUCH PARTY.

  3. FORCE MAJEURE. (a) Neither Buyer nor Seller shall be liable for its failure to perform any obligation assumed hereunder, except for the obligation to make any payment when due, if such performance is made impracticable due to any occurrence beyond its reasonable control, including acts of God; fires; floods; wars; sabotage; accidents; equipment failure; labor disputes or shortages; governmental laws, ordinances, rules, regulations, standards or decrees, whether valid or invalid (including but not limited to, priorities, requisitions, allocations, and price adjustment restrictions); inability to obtain raw materials, equipment or transportation; and any other similar or different occurrence; provided, however, that Seller must always allocate available Product as set forth in subparagraph (b) below.

(b) The party who fails to perform as a result of any occurrence described in (a) above shall notify the other party in writing of any such occurrence, setting forth the full particulars in connection therewith, and shall promptly notify the other party of the cessation of such occurrence. The failing party shall have the right to omit during such occurrence all or any portion of the quantity of Product covered by this Agreement during such period for the affected facility whereupon the total quantity of Product covered hereunder shall be reduced by the quantity so omitted. [***]. In no event shall either party be required to settle strikes, lockouts, or other labor difficulties contrary to its best interest, nor shall Seller be obligated to purchase Product from others in order to enable it to deliver Product to Buyer.

(c) At the option of the party who has not given notice of force majeure, the period of time during which the event of Force Majeure prevents performance of obligations hereunder by the party giving the notice may be added to the Initial Term of this Agreement, provided notice of a party’s intention to invoke this provision is given not less than 30 days prior to the date a notice of termination is required to be given pursuant to Section 4 of the Agreement. Also at the option of the party who has not given notice of force majeure, this Agreement may be terminated upon 30 days prior written notice if such period of time exceeds (or the parties agree it will exceed) 12 months.

  1. SAFETY AND HEALTH INFORMATION. Seller's Material Safety Data Sheets and product information bulletins, containing Seller's safety and health information concerning Product deliverable hereunder, are attached as Exhibit B to the Agreement. Buyer acknowledges that it is aware of and it understands such information, and that it agrees to comply

with all applicable recommendations and warnings and use the Product delivered hereunder only in a manner consistent with all information included in such documents and to incorporate such information into its personnel safety programs. Buyer shall make such information (and any updates to such information transmitted to Buyer during the term of this Agreement) available to its employees, contractors, agents, carriers and customers who may become exposed to such Product after delivery of such Product to Buyer hereunder. Buyer shall indemnify Seller from and against any claims, damages, liabilities and expenses (including attorney's fees) based on Buyer's breach of the foregoing obligation.

  1. WARRANTIES. Seller warrants that, at the time of delivery, Product provided hereunder shall meet the applicable Specifications. Seller warrants that, at the time of delivery, Product supplied to Buyer shall be conveyed with good title, free and clear of all liens or encumbrances. SELLER NEITHER MAKES NOR INTENDS, NOR DOES IT AUTHORIZE ANY AGENT OR REPRESENTATIVE TO MAKE, ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, AND IT EXPRESSLY EXCLUDES AND DISCLAIMS ALL IMPLIED WARRANTIES AGAINST PATENT INFRINGEMENT AND OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Any samples, descriptions or data provided to Buyer prior to execution of this Agreement or which may be provided from time to time hereafter concerning any Product sold hereunder have been or shall be provided solely to allow Buyer the opportunity to test and/or evaluate such Product(s). Such samples, descriptions or data are not intended to and shall not become part of the basis for this Agreement and are not intended to and do not create any warranty as to such Product, express or implied.

  2. TERMINATION FOR CAUSE. (a) This Agreement may be terminated prior to expiration of its term by either party “for cause” immediately upon notice to the other party. A party shall have the right to terminate this Agreement “for cause” (i) in the event of any material breach of this Agreement by the other party that shall go uncorrected for a period of sixty (60) days after written notice of such breach, setting forth the details with reasonable particularity, has been given to the other party (a “Material Breach”); or (ii) in the event of the institution against the other party of involuntary proceedings in bankruptcy or under any insolvency law or law for the relief of debtors, the admission by such other party in writing of its inability to pay its debts as they become due, the making by or on behalf of such other party of an assignment for the benefit of creditors, the filing by or on behalf of such other party of a voluntary petition (or equivalent proceeding) under any bankruptcy or insolvency law, unless such petition (or equivalent action) is dismissed or set aside within sixty (60) days from the date of its filing or other commencement or the appointment of a receiver over all or a substantial part of such other party’s assets; or (iii) pursuant to paragraphs 1 or 7(c) above in this Attachment B.

(b) The parties agree that, in the case of any dispute as to the right of either party to terminate this Agreement pursuant to clause (i) of paragraph 10(a) (other than (x) a termination by Seller arising from Buyer’s non-payment for Product actually delivered and meeting the applicable Specifications or (y) a termination by Buyer arising from Seller’s failure to supply Product meeting the applicable Specifications), termination of this Agreement shall not be effective and both parties shall continue to comply with their obligations hereunder until such dispute is resolved in the terminating party’s favor in accordance with the dispute resolution provisions set forth in paragraph 21.

(c) The termination or expiration of this Agreement shall not affect either party’s rights or obligations hereunder that exist as of the date of termination or expiration.

  1. [***].

  2. [***].

  3. CHANGES. Seller shall inform Buyer in writing prior to making any material changes in Product processing procedures or Product raw material suppliers that may alter the Specifications of the Product, and shall not implement such changes without Buyer’s prior written approval, which shall not be unreasonably withheld.

  4. NOTICE. All notices, requests, demands, directions and other communications provided for herein shall be in writing and delivered by hand or by recognized overnight/air courier service, or transmitted by facsimile (with written confirmation of receipt) to the applicable party at the contact point designated in Attachment A (Commercial Terms) of this Agreement, or to

such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this paragraph.

Any such notice shall be effective upon receipt, provided, however, that notices shall be presumed to have been received:

(a) If given by courier service, upon receipt by the addressee or upon the third business day following delivery of the notice to a recognized courier service, delivery costs prepaid, whichever is sooner;

(b) If given by facsimile transmission, on the same business day, provided that the facsimile transmission is confirmed by , written evidence of electronic confirmation of delivery, or written acknowledgment of receipt thereof by the addressee, and is followed within one business day with a copy of such notice being sent by certified mail, return receipt requested; or

(c) If given by certified mail, return receipt requested, upon the date indicated on the return receipt.

  1. NON-WAIVER. Failure of Buyer or Seller to exercise any right hereunder upon one or more occasions shall not waive the right to exercise the same on another occasion.

  2. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of each of the parties hereto; but, any assignment or delegation thereof by either party without the prior written consent of the other party shall be void, except where such assignment or delegation is to a subsidiary or affiliate of Seller or Buyer, provided that in the event of such assignment or delegation, the assigning party shall remain responsible for the performance of its and its assignee’s or delegatee’s obligations under this Agreement. Notwithstanding the foregoing, (a) Seller shall assign this Agreement to any person or entity that acquires, by purchase of stock, purchase of assets, merger or other form of transaction, all or substantially all of [***] (b) Buyer shall assign this Agreement to any person or entity that acquires, by purchase of stock, purchase of assets, merger or other form of transaction, all or substantially all of the oilfield completion services business of Buyer and its affiliates, provided in each case that if the purchaser of such business or facilities is a competitor of the non-selling party, the selling party shall have first obtained the consent of the non-selling party. Any such permitted assignee pursuant to the immediately preceding sentence shall, by written instrument reasonably satisfactory to the non-assigning party, expressly assume the obligations of the assigning party under this Agreement.

  3. AMENDMENT. No modification or waiver of the terms or conditions hereof shall be binding upon Buyer or Seller unless approved in writing by an authorized representative of such party, nor shall the terms and conditions hereof be affected by the acknowledgment or acceptance of delivery order forms or purchase orders containing additional or different terms or conditions, whether or not signed by an authorized representative of Buyer or Seller. The course of performance, course of dealing or usage of trade shall not be used to interpret, construe, qualify, modify, explain or supplement any of the terms hereof.

  4. ENTIRE AGREEMENT. The terms and conditions hereof and of the Confidentiality Agreement dated May 23, 2006 between Buyer and Seller constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all previous communications and agreements, either oral or written, between the parties hereto. There are no understandings or representations of any kind whatsoever, except as expressly set forth herein.

  5. GOVERNING LAW. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of New York without reference to its principles of conflicts of laws. The rights and obligations of the parties under this agreement shall not be governed by or construed in accordance with the provisions of the United Nations Convention for the International Sale of Goods.

  6. BUYER’S AUDIT RIGHTS. Buyer shall have the right to audit Seller’s books and records to (i) confirm any internal figures used to calculate a price increase under paragraph 1 above and (ii) ensure compliance with Seller’s obligations under paragraph 7(c) above. Any such audit shall be conducted by an independent third party certified public accountant reasonably acceptable to both Buyer and Seller. Buyer will pay for such audit unless the independent third party accountant determines that Seller did not comply with its obligations under paragraph 1 above or paragraph 7(c) above, in which case the reasonable fees and expenses of the independent third party accountant will be paid by Seller. The audit shall be conducted confidentially and the only information disclosed to Buyer shall be (i) the correct internal figures used under section 1 above or (ii) the amount, if any, of Product that was not provided by Seller to Buyer as required under paragraph 7(c) above, as appropriate.

  7. ARBITRATION. All disputes under this Agreement shall be settled, if possible, through good faith negotiations between the parties. In the event such good faith negotiations are unsuccessful, either party may, after 30 days written notice to the other, submit the matter in dispute to the American Arbitration Association (“AAA”) to be settled by a panel of three arbitrators in Chicago, Illinois in accordance with the commercial arbitration rules of the AAA. Each party shall appoint one arbitrator and the two arbitrators so named will select the third, who shall act as chair of the arbitration panel. If one party fails to appoint its arbitrator or if the parties’ arbitrators cannot agree on the selection of the third, the AAA shall make the necessary appointments. The arbitrators shall have the authority to grant specific performance and to allocate between the parties the costs of arbitration in such equitable manner as they may determine. Upon reasonable notice and prior to any hearing, the parties will allow document discovery and will disclose all materials relevant to the subject matter of the dispute within 60 days following selection of the arbitrators. The arbitrators shall make final determinations as to any discovery disputes. The determination of the arbitrators shall be by majority vote and shall be conclusive and binding upon the parties and judgment may be entered thereon and enforced by any court of competent jurisdiction. The arbitral panel shall not have the authority to award special, indirect, incidental or consequential damages.

Document

Exhibit 10.2

SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE OF A TYPE THAT TETRA TECHNOLOGIES, INC. TREATS AS CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].

AMENDMENT TO BROMINE REQUIREMENTS SALES AGREEMENT

This First Amendment, dated June 6, 2008 is to the Bromine Requirements Sales Agreement dated December 18, 2006 (the “Agreement”) between Chemtura Corporation, a Delaware corporation having a place of business located at 199 Benson Road, Middlebury, Connecticut 06749 (“Seller) and TETRA Technologies, Inc., having a place of business at 25025 Interstate 45 North, Suite 600, The Woodlands, Texas 77380 (“Buyer”).

WHEREAS Seller and Buyer desire to amend the Bromine Sales Agreement to reflect changes in the shipping terms for bromine;

NOW THEREFORE, the parties agree to amend the Agreement as follows:

  1.     \(a\)        Section 6 of Attachment A – Commercial Terms of the Agreement is hereby amended by deleting the paragraph directly below the chart and replacing it with the following:

“[***]. Freight charges will be prepaid by Seller, and Seller will invoice Buyer for

freight as a separate line item from the product price.”

(b) Section 4 of Attachment B – Additional Terms of the Agreement is hereby deleted in its entirety and replaced by the following:

“4. SHIPMENTS. (a) Buyer shall submit to Seller a written order no less than [***]

hours in advance of each desired delivery of Product hereunder. Such orders shall

identify the Product being ordered, the quantity of Product, the delivery location, and the

date on which delivery is desired.

(b) Seller’s obligation to supply Product in any month shall be limited to [***]%

of the then-current Target Quantity. If Buyer fails to so order any Binding Commitment,

Seller shall not be obligated subsequently to deliver such unordered quantity. Failure of

Buyer to submit orders for Binding Commitments (provided the Binding Commitment

for any month is greater than zero) or to accept delivery of Product (for a month with a

Binding Commitment greater than zero) pursuant to the terms hereof for thirty (30)

consecutive days, except for reasons excusing performance under paragraph 7 hereof,

may be deemed by Seller to be a material breach of this Agreement. Buyer may purchase

from any third party supplier or internal source any quantity of Product that it requires for

operations that is in excess of such [***]% limit, if Seller will not commit to supply such

amount within twenty (20) days after Buyer’s written order.

(c) [***]. Seller shall use commercially reasonable efforts to deliver Product at

the date and on the time requested. Seller shall arrange for transportation of Products in

compliance with all applicable laws and regulations (including DOT requirements).

Buyer shall reimburse Seller for actual freight charges related to such transportation.

[***].

(d) Title and risk of loss for Product [***].

(e) Buyer shall, at the end of each calendar quarter during the term of this

Agreement, provide to Seller a written (and non-binding) forecast estimating Buyer’s

anticipated monthly requirements for Product during the following 18-month period.”

  1.     All other terms of the Agreement shall continue in full force and effect.

  2.     The validity, interpretation and performance of this Amendment shall be governed by the laws of the State of New York without reference to its principles of conflicts of laws

TETRA TECHNOLOGIES, INC. CHEMTURA CORPORATION

By: /s/ Raymond D. Symens By: /s/ Anne P. Noonan

Name: Raymond D. Symens Name: Anne P. Noonan

Title: Senior Vice President Title: Group President,

Polymer Additives

Date: June 6, 2008 Date: June 6, 2008

Document

Exhibit 10.3

SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE OF A TYPE THAT TETRA TECHNOLOGIES, INC. TREATS AS CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].

SECOND AMENDMENT TO

BROMINE REQUIREMENTS SALES AGREEMENT

This Second Amendment, dated November 12, 2009 (this “Amendment”), to the Bromine Requirements Sales Agreement dated December 18, 2006, as amended by the First Amendment to Bromine Requirements Sales Agreement, dated June 6, 2008 and a letter agreement, dated December 16, 2008 (as amended, the “Agreement”), is between Chemtura Corporation, a Delaware corporation having a place of business located at 199 Benson Road, Middlebury, Connecticut 06749 (“Buyer”) and TETRA Technologies, Inc., having a place of business at 24955 Interstate 45 North, The Woodlands, Texas 77380 (“Seller”).

WHEREAS, the parties desire to further amend the Agreement as set forth below;

WHEREAS, on March 18, 2009, Buyer and 26 of its affiliates each filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”); and

Whereas, Buyer wishes to assume the Agreement as amended by this Amendment, in accordance with sections 363 and 365 of the Bankruptcy Code.

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1.This Amendment shall not become effective unless and until the Bankruptcy Court enters an order or orders (the “Approval Order”): (i) approving this Amendment and Buyer’s assumption of the Agreement as amended by this Amendment pursuant to sections 363 and 365 of the Bankruptcy Code and (ii) approving the amendments and the assumption of the amended agreements listed on Schedule A attached hereto. Buyer acknowledges (1) that there are no defaults under the Agreement and (2) that there is no cure amount that Buyer needs to pay in connection with the assumption of the Agreement as amended by this Amendment. If the Bankruptcy Court has not entered the Approval Order by December 15, 2009, then this Amendment shall be null and void and neither party shall have any further obligations hereunder, and the parties will retain their respective rights and obligations set forth in the Agreement.

2.Section 2(a) of Attachment A (Commercial Terms) is hereby amended by deleting this section in its entirety and replacing it with the following:

“(a) Beginning on January 1, 2008, Buyer agrees to purchase from Seller, and Seller

agrees to sell to Buyer, [***]% of Buyer’s requirements of Product (whether sourced

internally or from an affiliate or third party per Contract Year) to be used in the

production of clear brine fluids (“CBFs”), water treatment applications or other uses as

the parties may agree, up to a maximum of [***] lbs in the aggregate per Contract Year

(the “Annual Maximum”), provided that Buyer agrees to purchase from Seller (or to pay

if not taken) a minimum of [***]lbs in the aggregate per Contract Year (the “Annual

Minimum”). Seller shall have no obligation to sell Product to Buyer for any use other

than CBFs, water treatment applications or other uses as the parties may agree. Seller

shall have the right to audit Buyer’s books and records to ensure compliance with

Buyer’s obligations pursuant to this provision. Any such audit shall be conducted by an

independent third party certified public accountant reasonably acceptable to both Buyer

and Seller. Seller will pay for such audit unless the independent third party accountant

determines that Buyer purchased from Seller less than [***]% of Buyer’s requirements of

Product (up to the Annual Maximum) during the Contract Year in question (not taking

into account any Product purchased by Buyer from a third party due to Seller’s failure to

supply such Product to Buyer in breach of this Agreement, as a result of a claim by Seller

of force majeure, or as otherwise permitted by this Agreement), in which case the

reasonable fees and expenses of the independent third party accountant will be paid by

Buyer. The audit shall be conducted confidentially and the only information disclosed to

Seller shall be whether the percent of Buyer’s requirements of Product (up to the Annual

Maximum) purchased from Seller was [***]% (not taking into account any Product

purchased by Buyer from a third party due to Seller’s failure to supply such Product to

Buyer in breach of this Agreement, as a result of a claim by Seller of force majeure, or as

otherwise permitted by this Agreement). ”

3.Section 6 of the Agreement shall be deleted in its entirely and replaced with the following:

  1. SHIPPING; PRICE; PAYMENT TERMS
Product Packaging / Shipping Mode Minimum Shipping Quantity Price
Bromine [***] [***] [***]

[***]. Freight charges will be prepaid by Seller, and Seller will invoice Buyer for freight

as a separate line item from the Product price.

All prices are subject to adjustment as set forth in paragraph 1 of Additional Terms

(Attachment B) as amended by this Amendment.

Seller shall invoice Buyer monthly for the price of Product shipped during the preceding

month. [***].

4.Section 1 of Attachment B (Additional Terms) of the Agreement is hereby amended by deleting this section in its entirety and replacing it with the following:

  1. PRICE ADJUSTMENT. The price for Products hereunder shall be adjusted

quarterly, beginning August 1, 2009, in accordance with [***] Attachment C hereto.

Seller shall give Buyer notice of each estimated quarterly price adjustment by no later

than 30 days after the beginning of each quarter. Buyer shall have 30 days to object to

the calculation of the final price adjustment provided by Seller and request an audit

thereof pursuant to paragraph 20. Each such price adjustment shall apply to all Product

shipped hereunder on or after the effective date of such increase or decrease.

If any change or development occurs after the Effective Date [***] (such change or

development, a “Hardship Event”), Seller shall be entitled to provide notice to Buyer of

the occurrence of such Hardship Event and shall provide to Buyer in such notice the

details of the Hardship Event including reasonable documentation [***] (“Hardship

Event Notice”). Seller shall give Buyer and its representatives’ reasonable access to the

relevant information of Seller and its Affiliates relating to the Hardship Event and furnish

to Buyer and its representatives such other data and other information relating to the

Hardship Event as such persons may reasonably request. Upon receipt of the Hardship

Event Notice, Buyer and Seller shall attempt to negotiate mutually agreeable adjustments

to the terms of this Agreement [***]. In the event Buyer and Seller are unable to

negotiate such adjustments, either of them may terminate this Agreement by giving [***]

years advance written notice [***].

5.Section 7 of the Agreement shall be deleted in its entirely and replaced with the following:

“7. NOTICE / CONTACT

The contact persons for all notices either required, or permitted, to be given under this

Agreement are as follows:

For Seller: Chemtura Corporation

1801 U.S. Highway 52 West

West Lafayette, Indiana 47906

Attention: [***]

Facsimile no. [***]

Provided that any notice of termination or Material Breach

(as defined below) shall also be copied to:

Chemtura Corporation

199 Benson Road

Middlebury, CT 06749

Attention: [***]

Facsimile no. [***]

For Buyer: TETRA Technologies, Inc.

24955 Interstate 45 North

The Woodlands, TX 77380

Attention: Vice President - Chemicals

Facsimile No. (281) 364-2235

Provided that any notice of termination or Material Breach

(as defined below) shall also be copied to:

TETRA Technologies, Inc.

24955 Interstate 45 North

The Woodlands, TX 77380

Attention: General Counsel

Facsimile No. (281) 364-4398”

6.Section 22 of Attachment B (Additional Terms) to the Agreement shall be added to the Agreement as follows:

  1. Confidentiality. The parties shall keep confidential and not disclose the specific

terms and conditions of this Agreement, and all information exchanged hereunder (the

“Information”), during the term of this Agreement and for a period of five (5) years after

any termination hereof, except that GLCC may disclose the Information (a) to counsel

and financial advisors to GLCC’s postpetition secured lenders and official committee of

unsecured creditors (the “Professional Advisors”) on a “professional eyes only” basis,

provided that the Professional Advisors are bound by confidentiality agreements with

GLCC or obligations under by-laws of the official committee of unsecured creditors, as

applicable, prohibiting further disclosure of the Information, except that the Professional

Advisors may make recommendations to the postpetition secured lenders and the official

committee of unsecured creditors, as applicable, with respect to any motion by GLCC to

secure the Approval Order from the Bankruptcy Court based upon their review of the

Information, or (b) to the extent that GLCC is otherwise required to disclose the

Information, including disclosure of the Agreement to the United States Trustee, in order

to secure the Approval Order from the Bankruptcy Court. This obligations of

confidentiality shall not apply to Information that (a) is required by law to be disclosed,

provided however that, in the event disclosure is required by law, the party who claims

disclosure is required agrees to provide the other party with prompt notice of such

requirement in order to enable the other party to seek an appropriate protective order

within a reasonable period of time; (b) is or becomes public otherwise than through a

breach of this agreement; (c) is already known to a party prior to gaining knowledge

thereof from the other party hereunder (provided that this exception shall not apply to

Information arising out of transactions under this Agreement); (d) is independently

developed by employees of a party without access to the Information; or (e) is approved

for disclosure by written authorization of the other party.

7.Attachment C to the Agreement is hereby amended by deleting this Attachment in its entirety and replacing it with Attachment C hereto.

8.Attachment D attached hereto shall be added to the Agreement.

9.All other terms of the Agreement shall continue in full force and effect.

10.This Amendment shall be binding on (i) all predecessors, successors and assigns of each of the parties to the Agreement and (ii) any subsequently appointed chapter 11 trustee or chapter 7 trustee, to the extent they may be appointed.

TETRA TECHNOLOGIES, INC. CHEMTURA CORPORATION

By: /s/ Raymond D. Symens By: /s/ Anne P. Noonan

Name: Raymond D. Symens Name: Anne P. Noonan

Title: Senior Vice President Title: Vice President

Date: November 12, 2009 Date: November 12, 2009

Document

Exhibit 31.1

Certification Pursuant to

Rule 13a-14(a) or 15d-14(a) of the Exchange Act

As Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Brady M. Murphy, certify that:

1.I have reviewed this report on Form 10-Q for the fiscal quarter ended June 30, 2022, 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 2, 2022 /s/Brady M. Murphy
Brady M. Murphy
President and
Chief Executive Officer

Document

Exhibit 31.2

Certification Pursuant to

Rule 13a-14(a) or 15d-14(a) of the Exchange Act

As Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Elijio V. Serrano, certify that:

1.I have reviewed this report on Form 10-Q for the fiscal quarter ended June 30, 2022, 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 2, 2022 /s/Elijio V. Serrano
Elijio V. Serrano
Senior Vice President and Chief Financial Officer

Document

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of TETRA Technologies, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brady M. Murphy, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 2, 2022 /s/Brady M. Murphy
Brady M. Murphy
President and Chief Executive Officer
TETRA Technologies, Inc.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Document

Exhibit 32.2

Certification Pursuant to

18 U.S.C. Section 1350

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of TETRA Technologies, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Elijio V. Serrano, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 2, 2022 /s/Elijio V. Serrano
Elijio V. Serrano
Senior Vice President and Chief Financial Officer
TETRA Technologies, Inc.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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