8-K
TETRA TECHNOLOGIES INC (TTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 29, 2025
TETRA Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 1-13455 | 74-2148293 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
24955 Interstate 45 North
The Woodlands, Texas 77380
(Address of Principal Executive Offices, and Zip Code)
(281) 367-1983
Registrant’s Telephone Number, Including Area Code
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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 | ||||
| Preferred Share Purchase Right | N/A | New York Stock Exchange | Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). | |||
| --- | --- | --- | ||||
| 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. | ☐ |
Item 2.02. Results of Operations and Financial Condition.
On July 29, 2025, TETRA Technologies, Inc., a Delaware corporation (the “Company”), issued a news release announcing its financial results for the second quarter of 2025. The news release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 2.02 and in Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | News Release datedJuly29, 2025 issued by TETRA Technologies, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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 hereunto duly authorized.
| TETRA Technologies, Inc. | |
|---|---|
| By: | /s/Brady M. Murphy |
| Brady M. Murphy | |
| President and Chief Executive Officer | |
| Date: July 29, 2025 | |
| --- |
3
Document
Exhibit 99.1
TETRA TECHNOLOGIES, INC. ANNOUNCES
STRONG SECOND QUARTER 2025 RESULTS
AND PROVIDES FULL YEAR GUIDANCE
Second Quarter 2025 Financial Highlights
•Revenue of $174 million increased 11% sequentially
•Net income before taxes of $19.4 million increased $14.4 million sequentially
•Adjusted EBITDA of $35.9 million increased $3.6 million sequentially from $32.3 million
•GAAP earnings per share were $0.08. Adjusted earnings per share were $0.09
•Net cash provided by operating activities was $48.3 million, while free cash flow from the base business was $37.4 million
•Capital expenditures were $19 million, including $10.9 million related to TETRA’s Arkansas project
THE WOODLANDS, TEXAS, July 29, 2025 / PR Newswire / - TETRA Technologies, Inc. (“TETRA” or the “Company”) (NYSE:TTI) announced second quarter 2025 financial results.
Brady Murphy, TETRA President and Chief Executive Officer, stated, “Our employees delivered an exceptional second quarter with Adjusted EBITDA of $35.9 million, adjusted EBITDA margins of 20.6% and base business free cash flow of $37.4 million – all above our expectations. The $68.1 million adjusted EBITDA for the first six months of 2025 is a historical record for our current reporting segments and $3.1 million above the upper range of guidance that we provided in our first quarter 2025 earnings press release. The team delivered an 11% sequential improvement in revenue that included the successful completion of the three well CS Neptune Gulf of America project and another very strong northern Europe industrial chemicals season. This performance was achieved despite a sixteen-month decline in the U.S. rig count and lower oil prices due to overall market uncertainty.”
“Compared to the first quarter of 2025, Completion Fluids & Products adjusted EBITDA margin increased by 100 basis points to 36.7% driven by the successful completion of the final two TETRA CS Neptune wells in the Gulf of America and the seasonally strong calcium chloride business in Northern Europe. Revenue for Water & Flowback Services was flat compared to the first quarter, outperforming US frac activity that declined 14%. Our automated technology fleet, including Sandstorm and Automated Drillout, continues to gain traction in the market and has been recognized for reducing manpower and removing employees from the well-site danger zone (the “red zone”). Adjusted EBITDA margins of 10% were down from 13% in the first quarter. Excluding approximately $2 million of costs not expected to repeat in the third quarter, adjusted margins would have been flat. We will continue to adjust our cost structure for the US onshore business to protect margins and maximize free cash flow.”
“On the balance sheet, we ended the second quarter with cash on hand of $69 million, a net leverage ratio of 1.2 times adjusted EBITDA, and a return on net capital employed of 17.9%, meaningfully above our cost of capital. Our continued focus on executing on the base business and management of the balance sheet continues to support our Arkansas investment and to move forward with our emerging growth initiatives.”
“On the emerging growth initiatives, we are very encouraged by the progress of the Eos Energy Enterprises, Inc. (NASDAQ: EOSE) (“Eos”) automated manufacturing assembly line and the projected volumes of electrolyte to meet their planned ramp-up. We have completed the installation of our bulk electrolyte tanker loading system at our plant in West Memphis to support higher volumes. Following the commercial announcement of our Oasis TDS water desalination technology, we engaged a third-party engineering firm and launched the engineering design of a first commercial plant. This step will facilitate commercial discussions for the multiple clients that have executed non-disclosure agreements (“NDAs”) and visited our research center to gain insight into TDS Oasis.”
“On the back of the $53 million of base business free cash flow that we have generated in the first half of the year, we invested $22 million also in the first half of the year into the development of our Arkansas bromine processing facility, including preparing the site and bromine tower for the plant. We have also secured the necessary power required to operate the plant.”
Full Year Guidance
For the full year 2025, TETRA expects GAAP net income before taxes to be between $21 million and $34 million, Adjusted EBITDA to be between $100 million to $110 million, and revenue to be between $610 million and $630 million. These guidance ranges are subject to risks associated with schedule delays for completion fluid projects, hurricane disruptions in the Gulf of America, changes to oil and gas company spending plans, lower than expected U.S. land-based drilling and frac activity levels, and macro impacts from U.S. tariffs.
Second Quarter Highlights
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| June 30,<br>2025 | March 31, 2025 | June 30,<br>2024 | ||||
| (in thousands, except per share amounts) | ||||||
| Revenue | $ | 173,872 | $ | 157,140 | $ | 171,935 |
| Net income | $ | 11,305 | $ | 4,049 | $ | 7,640 |
| Adjusted EBITDA | $ | 35,879 | $ | 32,267 | $ | 30,234 |
| Net income per share attributable to TETRA stockholders | $ | 0.08 | $ | 0.03 | $ | 0.06 |
| Adjusted net income per share | $ | 0.09 | $ | 0.11 | $ | 0.07 |
| Net cash provided by operating activities | $ | 48,333 | $ | 3,935 | $ | 24,831 |
| Total adjusted free cash flow(1) | $ | 26,492 | $ | 4,241 | $ | 8,089 |
(1) For the three months ended June 30, 2025, March 31, 2025 and June 30, 2024, total adjusted free cash flow includes $10.9 million, $11.2 million and $9.8 million, respectively, of investments in the Arkansas bromine and lithium projects. Base business adjusted free cash flow is defined as total adjusted free cash flow prior to TETRA's investments in the Arkansas bromine and lithium projects. See Schedule G.
Completion Fluids & Products
•Revenue of $109 million
•Net income before taxes of $38.1 million
•Adjusted EBITDA of $40.1 million and Adjusted EBITDA margins of 36.7%
Completion Fluids & Products revenue increased 18% sequentially and 9% year over year. Net income before taxes increased 24% sequentially and 43% from last year. Adjusted EBITDA increased 21% sequentially and 39% from last year. Completion Fluids & Products achieved impressive revenue and earnings growth and margin improvements driven by a combination of stronger volumes for our deepwater completion fluids and our proprietary TETRA CS Neptune fluid that was used to complete two deepwater wells in the U.S. Gulf of America and continued strong results from our industrial calcium chloride business.
The long-term outlook for the Completion Fluids & Products business remains solid driven by strong deepwater completion activity, and exceptional performance in our industrial chemicals business - which achieved a new high for the tenth consecutive quarter. Although the pace of deepwater completions fluctuates by quarter, our full year 2025 segment revenue is projected to be at a ten year high. Starting in 2026, we expect to see a material increase in battery electrolyte revenue as Eos ramps up deliveries from the first automated production line.
Water & Flowback Services
•Revenue of $64 million
•Net loss before taxes of $1.3 million
•Adjusted EBITDA of $6.4 million and Adjusted EBITDA margins of 9.9%
Water and Flowback Services revenue increased slightly from the first quarter despite weaker frac activity, which declined 14% sequentially. Adjusted EBITDA margins of 10% were down from 13% in the first quarter. Excluding approximately $2 million of costs that are not expected to repeat into the future quarters, margins would have been flat. Increasing utilization of our patented automated TETRA SandStorm and Auto-Drillout units are expected to help enhance margins during the remainder of the year.
Our focus on cost reductions, automation, technology, plus a favorable customer mix of super majors and large independent oil & gas operators is expected to result in less pronounced volatility than what we have experienced in prior cycles. In the near-term, we continue to take proactive actions to reduce costs, right size our support structure, minimize capital expenditures and close underperforming service lines within Water and Flowback Services.
Advancing the Arkansas Evergreen Bromine Project to Meet Growing Demand
Demand for our deepwater completion fluids and battery storage electrolyte is growing with elemental bromine serving as a critical feedstock for these products. To meet this accelerating demand, reduce reliance on
third-party suppliers and gain access to lower cost supply, we continue to advance the bromine processing facility project with critical milestone investments historically funded from our base business free cash flow.
Since embarking on this project in 2024, we have invested $44 million in Arkansas, funded with cash flow from the base business, expecting to bring the plant online by the end of 2027. By year-end 2025, we expect to have the first phase of the project completed, including site preparation, power infrastructure in place and installation of the bromine tower.
This project represents an important opportunity for TETRA to secure its own long-term bromine supply, reduce raw material costs and enhance profitability. As noted in the Definitive Feasibility Study and Economic Analysis (the “DFS”) that was completed in 2024, the facility is projected to generate incremental revenue of between $200 million to $250 million, with incremental Adjusted EBITDA of between $90 million and $115 million at full production.
The economics of our bromine processing plant discussed in this release are based on a number of key assumptions, which are further discussed in the DFS. Please read the DFS and the assumptions discussed therein for further information. Such assumptions are based on information known to RESPEC Company, LLC and TETRA as of the date of the DFS, are subject to change and actual results may differ materially from the economics and assumptions presented in the DFS.
Emerging Growth Initiatives
Consistent execution in our base business has enabled us to generate significant recurring cash flow which we will use to leverage our proven expertise in fluid chemistry to expand into two emerging growth markets: energy storage and produced water recycling. These emerging sectors have the potential to significantly reshape our Company’s business profile.
Electrolytes for Utility Scale Battery Energy Storage Systems (BESS)
According to the U.S. Energy Information Administration (“EIA”) battery energy storage power capacity is expected to exceed 45GW in 2025, a 76% increase from 2024 levels and increase by 25% per year over the next decade. This growth highlights the role that utility scale battery energy storage will play in improving grid stability as the exponential growth in data center demand taxes the system.
Zinc based energy storage systems, such as Eos’ Z3™ utility scale energy storage system, are emerging as a preferred technology for utility applications given its inherent fire safety attributes and long duration cycle times. As the contracted supplier of Eos’ electrolyte products, our TETRA PureFlow patented ultra-pure zinc-bromide electrolyte offers exceptional purity and inherent flame-retardant properties – making it ideally suited for large-scale utility applications. In addition, its U.S.-sourced content directly supports the growing priority for domestic supply chain resilience and American-made energy solutions.
Produced Water Desalination - Unlocking A New Revenue Stream
The U.S. oil and gas sector is grappling with a massive water management issue. Rystad Energy estimates that in the Permian Basin alone over 6 billion barrels of produced water is discharged into saltwater disposal wells per year. Traditionally, this wastewater is disposed of by injecting it deep underground, a practice that is becoming increasingly unsustainable as downhole formation pressures continue to increase. As such, we are starting to see a heightened sense of urgency from regulators and industry players to find a solution.
In March 2025, the Environmental Protection Agency announced it would reconsider wastewater regulations for the oil-and-gas industry to help “unleash American energy” and, in June 2025, the Texas governor signed a law that allows oil and gas companies to treat and sell produced water for reuse.
With the commercial launch of TETRA TDS Oasis and our previously announced collaboration with EOG, we are very encouraged by our prospects to provide a solution that will enable the industry to desalinate, and reuse produced water for agricultural, industrial purposes and other beneficial purposes.
Balance Sheet, Cash Flow, and Return on Net Capital Employed (RONCE)
Cash from operating activities generated during the second quarter of 2025 was $48 million. Total adjusted free cash flow was $26.5 million, and base business adjusted free cash flow was $37.4 million. Total capital expenditures were $19 million, including $10.9 million associated with the Arkansas bromine processing facility.
Liquidity at the end of the second quarter was $204 million, inclusive of an unused $75 million delayed draw feature under our Term Credit Agreement. Liquidity as of July 28, 2025, had further improved to $218 million. Liquidity is defined as unrestricted cash plus availability under the ABL Credit Agreement, the Swedish Credit Facility and the delayed draw from our Term Credit Agreement.
________________________________________________
As of June 30, 2025, TETRA had cash and cash equivalents of $69 million, long-term debt of $181 million consisting of borrowings outstanding under our term loan, net debt of $112 million and a net leverage ratio (Net Debt/TTM Adjusted EBITDA) of 1.2x. TETRA has no near-term maturities. The unused ABL Credit Agreement has a maturity of 2029 and the Term Credit Agreement has a maturity of 2030.
Return on net capital employed (“RONCE”) was 17.9% at the end of the second quarter of 2025.
Non-recurring Charges and Expenses (see Schedules E and F)
Non-recurring credits, net of charges and expenses were $1.3 million, which are reflected on Schedules E and F and include $1.9 million of legal and advisor fees plus severance and restructuring charges as we downsized certain Water & Flowback Services operations.
Management believes that the exclusion of the special charges and credits from the historical results of operations enables management to evaluate more effectively the Company’s operations over the prior periods and to identify operating trends that could be obscured by the excluded items.
Conference Call
TETRA will host a conference call to discuss these results tomorrow, July 30, 2025, at 10:30 a.m. Eastern Time. The phone number for the call is 1-800-836-8184. The conference call will also be available by live audio webcast. A replay of the conference call will be available at 1-888-660-6345 conference number 41357#, for one week following the conference call and the archived webcast will be available through the Company's website for thirty days following the conference call.
Investor Day Registration
TETRA’s executive team will be hosting an Investor Day on Thursday, September 25, 2025, at The New York Stock Exchange ("NYSE"). During the session, attendees will gain insights into the Company's operational performance, innovative technologies, emerging growth initiatives and financial prospects. Click here to Register.
Investor Contact
For further information, please contact Elijio Serrano, CFO, TETRA Technologies, Inc. at (281) 367-1983 or via email at eserrano@onetetra.com or Kurt Hallead, Treasurer and Vice President of Investor Relations at (281) 367-1983 or via email at khallead@onetetra.com.
This press release includes the following financial measures that are not presented in accordance with generally accepted accounting principles in the United States (“GAAP”): Adjusted net income per share, Adjusted EBITDA, and Adjusted EBITDA Margin (Adjusted EBITDA as a percent of revenue) on consolidated and segment basis, adjusted net income, adjusted free cash flow, net debt, net leverage ratio and return on net capital employed. Please see Schedules E through J for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures.
Company Overview
TETRA Technologies, Inc. is an energy services and solutions company focused on developing environmentally conscious services and solutions that help make people's lives better. With operations on six continents, the Company's portfolio consists of Energy Services, Industrial Chemicals, and Critical Minerals. In addition to providing products and services to the oil and gas industry and calcium chloride for diverse applications, TETRA is expanding into the low-carbon energy market with chemistry expertise, key mineral acreage, and global infrastructure, helping to meet the demand for sustainable energy in the twenty-first century. Visit the Company's website at www.onetetra.com for more information or connect with us on LinkedIn.
Financial Statements, Schedules and Non-GAAP Reconciliation Schedules (Unaudited)
Schedule A: Consolidated Income Statement
Schedule B: Condensed Consolidated Balance Sheet
Schedule C: Consolidated Statements of Cash Flows
Schedule D: Statement Regarding Use of Non-GAAP Financial Measures
Schedule E: Non-GAAP Reconciliation of Adjusted Net Income
Schedule F: Non-GAAP Reconciliation of Adjusted EBITDA
Schedule G: Non-GAAP Reconciliation to Adjusted Free Cash Flow
Schedule H: Non-GAAP Reconciliation of Net Debt
Schedule I: Non-GAAP Reconciliation to Net Leverage Ratio
Schedule J: Non-GAAP Reconciliation to Return on Net Capital Employed
Schedule K: Non-GAAP Reconciliation of Adjusted EBITDA for Projected FY 2025 and Actual FY 2024
Schedule A: Consolidated Income Statement (Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| June 30,<br>2025 | March 31, 2025 | June 30,<br>2024 | ||||
| (in thousands, except per share amounts) | ||||||
| Revenues | $ | 173,872 | $ | 157,140 | $ | 171,935 |
| Cost of sales, services and rentals | 116,346 | 104,565 | 119,908 | |||
| Depreciation, amortization and accretion | 9,189 | 9,151 | 8,774 | |||
| Impairments and other charges | 93 | 518 | — | |||
| Total cost of revenues | 125,628 | 114,234 | 128,682 | |||
| Gross profit | 48,244 | 42,906 | 43,253 | |||
| General and administrative expense | 25,259 | 24,134 | 22,137 | |||
| Interest expense, net | 4,194 | 4,724 | 6,185 | |||
| Other (income) expense, net | (645) | 8,962 | 2,452 | |||
| Income before taxes | 19,436 | 5,086 | 12,479 | |||
| Provision for income taxes | 8,131 | 1,037 | 4,839 | |||
| Net income | 11,305 | 4,049 | 7,640 | |||
| Loss attributable to noncontrolling interest | — | — | 3 | |||
| Net income attributable to TETRA stockholders | $ | 11,305 | $ | 4,049 | $ | 7,643 |
| Basic per share information: | ||||||
| Net income attributable to TETRA stockholders | $ | 0.08 | $ | 0.03 | $ | 0.06 |
| Weighted average shares outstanding | 133,152 | 132,350 | 131,263 | |||
| Diluted per share information: | ||||||
| Net income attributable to TETRA stockholders | $ | 0.08 | $ | 0.03 | $ | 0.06 |
| Weighted average shares outstanding | 133,422 | 133,757 | 132,169 |
Schedule B: Condensed Consolidated Balance Sheet (Unaudited)
| June 30,<br>2025 | December 31,<br>2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | ||||||||||
| (unaudited) | ||||||||||
| ASSETS | ||||||||||
| Current assets: | ||||||||||
| Cash and cash equivalents | $ | 68,749 | $ | 36,987 | ||||||
| Restricted cash | 52 | 221 | ||||||||
| Trade accounts receivable | 110,302 | 104,813 | ||||||||
| Inventories | 108,537 | 101,697 | ||||||||
| Prepaid expenses and other current assets | 23,993 | 25,910 | ||||||||
| Total current assets | 311,633 | 269,628 | ||||||||
| Property, plant and equipment, net | 162,385 | 142,160 | ||||||||
| Other intangible assets, net | 23,235 | 24,923 | ||||||||
| Deferred tax assets, net | 94,702 | 98,149 | ||||||||
| Operating lease right-of-use assets | 32,394 | 29,797 | ||||||||
| Investments | 8,971 | 28,159 | ||||||||
| Other assets | 12,256 | 12,379 | ||||||||
| Total long-term assets | 333,943 | 335,567 | ||||||||
| Total assets | $ | 645,576 | $ | 605,195 | LIABILITIES AND EQUITY | |||||
| --- | --- | --- | --- | --- | ||||||
| Current liabilities: | ||||||||||
| Trade accounts payable | $ | 52,145 | $ | 43,103 | ||||||
| Compensation and employee benefits | 19,942 | 23,022 | ||||||||
| Operating lease liabilities, current portion | 10,730 | 8,861 | ||||||||
| Accrued taxes | 12,782 | 12,493 | ||||||||
| Accrued liabilities and other | 24,908 | 30,040 | ||||||||
| Current liabilities associated with discontinued operations | 5,830 | 5,830 | ||||||||
| Total current liabilities | 126,337 | 123,349 | ||||||||
| Long-term debt, net | 180,504 | 179,696 | ||||||||
| Operating lease liabilities | 25,687 | 25,041 | ||||||||
| Asset retirement obligations | 15,286 | 14,786 | ||||||||
| Deferred income taxes | 4,575 | 4,912 | ||||||||
| Other liabilities | 3,569 | 4,104 | ||||||||
| Total long-term liabilities | 229,621 | 228,539 | ||||||||
| Commitments and contingencies | ||||||||||
| TETRA stockholders’ equity | 290,879 | 254,568 | ||||||||
| Noncontrolling interests | (1,261) | (1,261) | ||||||||
| Total equity | 289,618 | 253,307 | ||||||||
| Total liabilities and equity | $ | 645,576 | $ | 605,195 |
Schedule C: Consolidated Statements of Cash Flows (Unaudited)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| June 30, 2025 | March 31, 2025 | June 30, 2024 | ||||
| (in thousands) | ||||||
| Operating activities: | ||||||
| Net income | $ | 11,305 | $ | 4,049 | $ | 7,640 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation, amortization and accretion | 9,189 | 9,151 | 8,775 | |||
| Impairments and other charges | 93 | 518 | — | |||
| Gain (loss) on investments | 299 | (257) | (46) | |||
| Equity-based compensation expense | 1,747 | 1,860 | 1,800 | |||
| Recovery of credit losses | (32) | (85) | (52) | |||
| Amortization and expense of financing costs | 484 | 495 | 504 | |||
| Gain on sale of assets | (23) | (113) | (38) | |||
| Non-cash cumulative foreign currency translation adjustment loss from dissolution of Canadian subsidiary | — | 9,516 | — | |||
| Provision (benefit) for deferred income taxes | 3,142 | (134) | 109 | |||
| Other non-cash charges (credits) | (230) | 6 | (242) | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | 11,089 | (15,584) | (4,020) | |||
| Inventories | 574 | (2,663) | 10,453 | |||
| Prepaid expenses and other current assets | (1,496) | 6,158 | 758 | |||
| Trade accounts payable and accrued expenses | 11,033 | (9,277) | (913) | |||
| Other | 1,159 | 295 | 103 | |||
| Net cash provided by operating activities | 48,333 | 3,935 | 24,831 | |||
| Investing activities: | ||||||
| Purchases of property, plant and equipment, net | (19,487) | (17,956) | (15,392) | |||
| Proceeds from sale of investments | — | 19,011 | — | |||
| Proceeds from sale of property, plant and equipment | 65 | 182 | 121 | |||
| Other investing activities | (198) | 108 | (22) | |||
| Net cash provided by (used in) investing activities | (19,620) | 1,345 | (15,293) | |||
| Financing activities: | ||||||
| Proceeds from credit agreements and long-term debt | 98 | 96 | 157 | |||
| Principal payments on credit agreements and long-term debt | (98) | (96) | (157) | |||
| Payments on financing lease obligations | (1,139) | (931) | (363) | |||
| Debt issuance costs | — | — | (679) | |||
| Shares withheld for taxes on equity-based compensation | (76) | (1,158) | (48) | |||
| Other financing activities | (1,280) | — | (1,280) | |||
| Net cash used in financing activities | (2,495) | (2,089) | (2,370) | |||
| Effect of exchange rate changes on cash | 1,533 | 651 | (355) | |||
| Increase in cash and cash equivalents | 27,751 | 3,842 | 6,813 | |||
| Cash, cash equivalents and restricted cash at beginning of period | 41,050 | 37,208 | 35,939 | |||
| Cash, cash equivalents and restricted cash at end of period | $ | 68,801 | $ | 41,050 | $ | 42,752 |
| Supplemental cash flow information: | ||||||
| Interest paid | $ | 5,047 | $ | 4,999 | $ | 5,424 |
| Income taxes paid | $ | 2,829 | $ | 3,360 | $ | 2,558 |
| Accrued capital expenditures at end of period | $ | 4,050 | $ | 5,292 | $ | 8,073 |
Schedule D: Statement Regarding Use of Non-GAAP Financial Measures
In addition to financial results determined in accordance with U.S. GAAP, this press release may include the following non-GAAP financial measures for the Company: adjusted net income per share, consolidated and segment Adjusted EBITDA, segment Adjusted EBITDA as a percent of revenue (“Adjusted EBITDA margin”), adjusted net income, total adjusted free cash flow, base business adjusted free cash flow, net debt, net leverage ratio, and return on net capital employed. The following schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable U.S. GAAP measures. The non-GAAP financial measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with U.S. GAAP, as more fully discussed in the Company’s financial statements and filings with the Securities and Exchange Commission.
Schedule E: Non-GAAP Reconciliation of Adjusted Net Income (Unaudited)
The following table presents the reconciliation of Adjusted net income to the most directly comparable GAAP measure, income before taxes and discontinued operations for the periods indicated:
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| June 30, 2025 | March 31, 2025 | June 30, 2024 | ||||
| (in thousands, except per share amounts) | ||||||
| Net income before taxes and discontinued operations | $ | 19,436 | $ | 5,086 | $ | 12,479 |
| Provision for income taxes | 8,131 | 1,037 | 4,839 | |||
| Loss attributed to noncontrolling interest | — | — | 3 | |||
| Net income attributable to TETRA stockholders | 11,305 | 4,049 | 7,643 | |||
| Cost of product sales and services adjustments | — | 477 | — | |||
| Impairments and other charges | 93 | 518 | — | |||
| Former CEO stock appreciation right credit | (22) | (151) | (428) | |||
| Transaction, restructuring and other expenses | 1,242 | 1,086 | 37 | |||
| Non-cash foreign currency translation adjustment loss | — | 9,516 | 1,387 | |||
| Unusual tax benefit | — | (1,159) | — | |||
| Adjusted net income | $ | 12,618 | $ | 14,336 | $ | 8,639 |
| Diluted per share information | ||||||
| Net income attributable to TETRA stockholders | $ | 0.08 | $ | 0.03 | $ | 0.06 |
| Adjusted net income per share | $ | 0.09 | $ | 0.11 | $ | 0.07 |
| Diluted weighted average shares outstanding | 133,422 | 133,757 | 132,169 |
Adjusted net income is defined as the Company’s net income (loss) before taxes and discontinued operations, excluding certain special or other charges (or credits), and including noncontrolling interest attributable to continued operations. Adjusted net income is used by management as a supplemental financial measure to assess financial performance, without regard to charges or credits that are considered by management to be outside of its normal operations. Adjusted net income per share is defined as the Company’s diluted net income per share attributable to TETRA stockholders excluding certain special or other charges (or credits). Adjusted net
income per share is used by management as a supplemental financial measure to assess financial performance, without regard to charges or credits that are considered by management to be outside of its normal operations.
Schedule F: Non-GAAP Reconciliation of Adjusted EBITDA (Unaudited)
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Completion Fluids & Products | Water & Flowback Services | Corporate SG&A | Corporate Other | Total | ||||||||||||||||||||||||
| (in thousands, except percents) | ||||||||||||||||||||||||||||
| Revenues | $ | 109,445 | $ | 64,427 | $ | — | $ | — | $ | 173,872 | ||||||||||||||||||
| Net income (loss) before taxes | 38,133 | (1,271) | (13,544) | (3,882) | 19,436 | |||||||||||||||||||||||
| Impairments and other charges | — | 93 | — | — | 93 | |||||||||||||||||||||||
| Former CEO stock appreciation right credit | — | — | (22) | — | (22) | |||||||||||||||||||||||
| Transaction, restructuring and other expenses | 69 | 685 | 488 | — | 1,242 | |||||||||||||||||||||||
| Interest (income) expense, net | (302) | 13 | — | 4,483 | 4,194 | |||||||||||||||||||||||
| Depreciation, amortization and accretion | 2,214 | 6,881 | — | 94 | 9,189 | |||||||||||||||||||||||
| Equity-based compensation expense | — | — | 1,747 | — | 1,747 | |||||||||||||||||||||||
| Adjusted EBITDA | $ | 40,114 | $ | 6,401 | $ | (11,331) | $ | 695 | $ | 35,879 | ||||||||||||||||||
| Adjusted EBITDA as a % of revenue | 36.7 | % | 9.9 | % | 20.6 | % | Three Months Ended March 31, 2025 | |||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||||||
| Completion Fluids & Products | Water & Flowback Services | Corporate SG&A | Corporate Other | Total | ||||||||||||||||||||||||
| (in thousands, except percents) | ||||||||||||||||||||||||||||
| Revenues | $ | 93,018 | $ | 64,122 | $ | — | $ | — | $ | 157,140 | ||||||||||||||||||
| Net income (loss) before taxes | 30,677 | (8,888) | (11,716) | (4,987) | 5,086 | |||||||||||||||||||||||
| Cost of product sales and services adjustments | 477 | — | — | — | 477 | |||||||||||||||||||||||
| Impairments and other charges | — | 518 | — | — | 518 | |||||||||||||||||||||||
| Former CEO stock appreciation right credit | — | — | (151) | — | (151) | |||||||||||||||||||||||
| Transaction, restructuring and other expenses | — | 302 | 784 | — | 1,086 | |||||||||||||||||||||||
| Non-cash cumulative foreign currency translation adjustment loss from dissolution of Canadian subsidiary | — | 9,516 | — | — | 9,516 | |||||||||||||||||||||||
| Interest (income) expense, net | (115) | (7) | — | 4,846 | 4,724 | |||||||||||||||||||||||
| Depreciation, amortization and accretion | 2,177 | 6,880 | — | 94 | 9,151 | |||||||||||||||||||||||
| Equity-based compensation expense | — | — | 1,860 | — | 1,860 | |||||||||||||||||||||||
| Adjusted EBITDA | $ | 33,216 | $ | 8,321 | $ | (9,223) | $ | (47) | $ | 32,267 | ||||||||||||||||||
| Adjusted EBITDA as a % of revenue | 35.7 | % | 13.0 | % | 20.5 | % | ||||||||||||||||||||||
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||||||
| Completion Fluids & Products | Water & Flowback Services | Corporate SG&A | Corporate Other | Total | ||||||||||||||||||||||||
| (in thousands, except percents) | ||||||||||||||||||||||||||||
| Revenues | $ | 100,019 | $ | 71,916 | $ | — | $ | — | $ | 171,935 | ||||||||||||||||||
| Net income (loss) before taxes | 26,653 | 3,156 | (10,689) | (6,641) | 12,479 | |||||||||||||||||||||||
| Former CEO stock appreciation right credit | — | — | (428) | — | (428) | |||||||||||||||||||||||
| Transaction, restructuring and other expenses | 37 | — | — | — | 37 | |||||||||||||||||||||||
| Unusual foreign exchange loss | — | 1,387 | — | — | 1,387 | |||||||||||||||||||||||
| Interest (income) expense, net | (135) | 68 | — | 6,252 | 6,185 | |||||||||||||||||||||||
| Depreciation, amortization and accretion | 2,361 | 6,329 | — | 84 | 8,774 | |||||||||||||||||||||||
| Equity-based compensation expense | — | — | 1,800 | — | 1,800 | |||||||||||||||||||||||
| Adjusted EBITDA | $ | 28,916 | $ | 10,940 | $ | (9,317) | $ | (305) | $ | 30,234 | ||||||||||||||||||
| Adjusted EBITDA as a % of revenue | 28.9 | % | 15.2 | % | 17.6 | % |
Adjusted EBITDA is defined as net income (loss) before taxes and discontinued operations, excluding impairments, certain special, non-recurring or other charges (or credits), including loss on debt extinguishment, interest, depreciation and amortization and certain non-cash items such as equity-based compensation expense. The most directly comparable GAAP financial measure is net income (loss) before taxes and discontinued operations. Adjustments to long-term incentives represent cumulative adjustments to valuation of long-term cash incentive compensation awards that are related to prior years. These costs are excluded from Adjusted EBITDA because they do not relate to the current year and are considered to be outside of normal operations. Long-term incentives are earned over a three-year period and the costs are recorded over the three-year period they are earned. The amounts accrued or incurred are based on a cumulative of the three-year period. Equity-based compensation expense represents compensation that has been or will be paid in equity and is excluded from Adjusted EBITDA because it is a non-cash item. Adjusted EBITDA is used by management as a supplemental financial measure to assess financial performance, without regard to charges or credits that are considered by management to be outside of its normal operations and without regard to financing methods, capital structure or historical cost basis, and to assess the Company’s ability to incur and service debt and fund capital expenditures.
Schedule G: Non-GAAP Reconciliation to Total Adjusted Free Cash Flow and
Base Business Adjusted Free Cash Flow (Unaudited)
| Three Months Ended | Six Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2025 | March 31, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | ||||||
| (in thousands) | ||||||||||
| Net cash provided by operating activities | $ | 48,333 | $ | 3,935 | $ | 24,831 | $ | 52,268 | $ | 11,015 |
| Capital expenditures, net of proceeds from asset sales | (19,422) | (17,774) | (15,271) | (37,196) | (30,847) | |||||
| Payments on financing lease obligations | (1,139) | (931) | (363) | (2,070) | (640) | |||||
| Payments on seller financed purchases | (1,280) | — | (1,280) | (1,280) | (1,280) | |||||
| Distributions from investments | — | — | 172 | — | 224 | |||||
| Cash received from sale of investments | — | 19,011 | — | 19,011 | — | |||||
| Total Adjusted Free Cash Flow | $ | 26,492 | $ | 4,241 | $ | 8,089 | $ | 30,733 | $ | (21,528) |
| Total Adjusted Free Cash Flow | $ | 26,492 | $ | 4,241 | $ | 8,089 | $ | 30,733 | $ | (21,528) |
| Less Investments in Arkansas | (10,861) | (11,168) | (9,829) | (22,029) | (13,932) | |||||
| Base Business Adjusted Free Cash Flow | $ | 37,353 | $ | 15,409 | $ | 17,918 | $ | 52,762 | $ | (7,596) |
Total adjusted free cash flow is defined as cash from operations less capital expenditures net of sales proceeds and cost of equipment sold, less payments on financing lease obligations and including cash distributions to TETRA from investments and cash from sales of investments. Total adjusted free cash flow does not necessarily imply residual cash flow available for discretionary expenditures, as they exclude cash requirements for debt service or other non-discretionary expenditures that are not deducted. Base business adjusted free cash flow is defined as Total adjusted free cash flow excluding TETRA’s investments in the Arkansas bromine and lithium projects. Management uses this supplemental financial measure to:
•assess the Company’s ability to retire debt;
•evaluate the capacity of the Company to further invest and grow; and
•to measure the performance of the Company as compared to its peer group.
Schedule H: Non-GAAP Reconciliation of Net Debt (Unaudited)
The following reconciliation of net debt is presented as a supplement to financial results prepared in accordance with GAAP.
| June 30,<br>2025 | December 31,<br>2024 | |||
|---|---|---|---|---|
| (in thousands) | ||||
| Unrestricted Cash | $ | 68,749 | $ | 36,987 |
| Term Credit Agreement | $ | 180,504 | $ | 179,696 |
| Net debt | $ | 111,755 | $ | 142,709 |
Net debt is defined as the sum of the carrying value of long-term and short-term debt on its consolidated balance sheet, less cash, excluding restricted cash on the balance sheet. Management views net debt as a measure of TETRA’s ability to reduce debt, add to cash balances, pay dividends, repurchase stock, and fund investing and financing activities.
Schedule I: Non-GAAP Reconciliation to Net Leverage Ratio (Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2025 | March 31, 2025 | December 31,<br>2024 | September 30, 2024 | June 30, 2025 | ||||||
| (in thousands) | ||||||||||
| Net income before taxes and discontinued operations | 19,436 | $ | 5,086 | $ | 7,392 | $ | 7,576 | $ | 39,490 | |
| Cost of product sales and services adjustment | — | 477 | (1,776) | — | (1,299) | |||||
| Impairments and other charges | 93 | 518 | — | 109 | 720 | |||||
| Former CEO stock appreciation right expense (credit) | (22) | (151) | 103 | (190) | (260) | |||||
| Transaction, restructuring and other expenses | 1,242 | 1,086 | 852 | 592 | 3,772 | |||||
| Unusual foreign currency loss | — | 9,516 | — | — | 9,516 | |||||
| Interest expense, net | 4,194 | 4,724 | 5,232 | 5,096 | 19,246 | |||||
| Depreciation, amortization and accretion | 9,189 | 9,151 | 9,354 | 8,837 | 36,531 | |||||
| Equity-based compensation expense | 1,747 | 1,860 | 1,668 | 1,481 | 6,756 | |||||
| (Gain) loss on investments | 299 | (257) | (5,013) | (750) | (5,721) | |||||
| Gain on sale of assets | (23) | (113) | (196) | (75) | (407) | |||||
| Other debt covenant adjustments | 121 | 82 | 384 | 362 | 949 | |||||
| Debt covenant adjusted EBITDA | $ | 36,276 | $ | 31,979 | $ | 18,000 | $ | 23,038 | $ | 109,293 |
| June 30, 2025 | ||||||||||
| (in thousands, except ratio) | ||||||||||
| Term credit agreement | $ | 190,000 | ||||||||
| Capital lease obligations | 7,629 | |||||||||
| Letters of credit and guarantees | 187 | |||||||||
| Total debt and commitments | 197,816 | |||||||||
| Unrestricted cash | 68,749 | |||||||||
| Debt covenant net debt and commitments | $ | 129,067 | ||||||||
| Net leverage ratio | 1.2 |
Net leverage ratio is defined as debt excluding financing fees & discount on term loan and including letters of credit and guarantees, less cash divided by trailing twelve months adjusted EBITDA for credit facilities. Adjusted EBITDA for credit facilities consists of adjusted EBITDA described above, less non-cash (gain) loss on sale of investments, (gain) loss on sales of assets and excluding certain special or other charges (or credits). Management primarily uses this metric to assess TETRA’s ability to borrow, reduce debt, add to cash balances, pay distributions, and fund investing and financing activities.
Schedule J: Non-GAAP Reconciliation to Return on Net Capital Employed (Unaudited)
| Three Months Ended | Twelve Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, 2025 | March 31, 2025 | December 31,<br>2024 | September 30, 2024 | June 30, 2025 | |||||||
| (in thousands) | |||||||||||
| Net income before taxes and discontinued operations | $ | 19,436 | $ | 5,086 | $ | 7,392 | $ | 7,576 | $ | 39,490 | |
| Cost of product sales and services adjustment | — | 477 | (1,776) | — | (1,299) | ||||||
| Impairments and other charges | 93 | 518 | — | 109 | 720 | ||||||
| Former CEO stock appreciation right expense (credit) | (22) | (151) | 103 | (190) | (260) | ||||||
| Transaction, restructuring and other expenses | 1,242 | 1,086 | 852 | 592 | 3,772 | ||||||
| Unusual foreign currency loss | — | 9,516 | — | — | 9,516 | ||||||
| Interest expense, net | 4,194 | 4,724 | 5,232 | 5,096 | 19,246 | ||||||
| Adjusted EBIT | $ | 24,943 | $ | 21,256 | $ | 11,803 | $ | 13,183 | $ | 71,185 | |
| June 30, 2025 | June 30, 2024 | ||||||||||
| (in thousands, except ratio) | |||||||||||
| Consolidated total assets | $ | 645,576 | $ | 499,725 | |||||||
| Plus: assets impaired in last twelve months | 720 | 2,189 | |||||||||
| Less: cash, cash equivalents and restricted cash | 68,801 | 42,752 | |||||||||
| Adjusted assets employed | $ | 577,495 | $ | 459,162 | |||||||
| Consolidated current liabilities | $ | 126,337 | $ | 120,336 | |||||||
| Less: current liabilities associated with discontinued operations | 5,830 | — | |||||||||
| Adjusted current liabilities | $ | 120,507 | $ | 120,336 | |||||||
| Net capital employed | $ | 456,988 | $ | 338,826 | |||||||
| Average net capital employed | $ | 397,907 | |||||||||
| Return on net capital employed for the<br>twelve months ended March 31, 2025 | 17.9 | % |
Return on net capital employed is defined as Adjusted EBIT divided by average net capital employed. Adjusted EBIT is defined as net income (loss) before taxes and discontinued operations, interest, and certain non-cash charges, and non-recurring adjustments. Net capital employed is defined as assets, plus impaired assets, less cash and cash equivalents and restricted cash, and less current liabilities, excluding current liabilities associated with discontinued operations. Average net capital employed is calculated as the average of the beginning and ending net capital employed for the respective periods. Return on net capital employed is used by management as a supplemental financial measure to assess the financial performance of the Company relative to assets, without regard to financing methods or capital structure.
Schedule K: Non-GAAP Reconciliation of Adjusted EBITDA for Projected Fiscal Year 2025 and Actual Fiscal Year 2024
| Twelve Months Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2025 | |||||
| (in thousands) | Actual | Projected Range - Low to High | ||||
| Revenues | $ | 599,111 | $ | 610,000 | $ | 630,000 |
| Net income before taxes and discontinued operations | 28,742 | 21,000 | 34,000 | |||
| Impairments and other charges | 109 | 611 | 611 | |||
| Former CEO stock appreciation right credit | (701) | (173) | (173) | |||
| Transaction, restructuring and other expenses | 1,349 | 4,569 | 4,569 | |||
| Non-cash cumulative foreign currency translation adjustment loss from dissolution of Canadian subsidiary | — | 9,516 | 9,516 | |||
| Cost of product sales and services adjustments | — | 477 | 477 | |||
| Completion fluids buy-back allowance adjustment | (1,776) | |||||
| Loss on debt extinguishment | 5,535 | — | — | |||
| Unusual foreign currency loss | 1,387 | — | — | |||
| Adjusted net income before taxes | 34,645 | 36,000 | 49,000 | |||
| Interest expense, net | 22,465 | 18,000 | 17,000 | |||
| Depreciation, amortization and accretion | 35,721 | 39,000 | 37,000 | |||
| Equity-based compensation expense | 6,572 | 7,000 | 7,000 | |||
| Adjusted EBITDA | $ | 99,403 | $ | 100,000 | $ | 110,000 |
Cautionary Statement Regarding Forward Looking Statements
This news release includes certain statements that are deemed to be forward-looking statements. Generally, the use of words such as “may,” “see,” “expectation,” “expect,” “intend,” “estimate,” “projects,” “anticipate,” “believe,” “assume,” “could,” “should,” “plans,” “targets” or similar expressions that convey the uncertainty of future events, activities, expectations or outcomes identify forward-looking statements that the Company intends to be included within the safe harbor protections provided by the federal securities laws. These forward-looking statements include statements concerning economic and operating conditions that are outside of our control, including statements concerning the oil and gas industry; potential revenue associated with our electrolyte products and prospective energy storage projects; measured, indicated and inferred mineral resources of lithium and/or bromine, the potential extraction of lithium, bromine and other minerals, including potential extraction of those minerals designated as critical minerals, from our Evergreen Unit and other leased acreage, the economic viability thereof, the demand for such resources, the timing and costs of such activities, and the expected revenues, including any royalties, profits and returns from such activities; the timing and success of our bromine production wells and the construction of our bromine processing facility and related engineering activities and estimated revenues and profitability thereof; projections or forecasts concerning the Company's business activities, including the completion of new projects, profitability, estimated earnings, earnings per share, and statements regarding the Company's beliefs, expectations, plans, goals, future events and performance, and other statements that are not purely historical. With respect to the Company’s disclosures of measured, indicated and inferred mineral resources, including bromine, lithium carbonate equivalent concentrations, and other minerals, it is uncertain if all such resources will ever be economically developed. Investors are cautioned that mineral resources do not have demonstrated economic value and further exploration may not result in the estimation of a mineral reserve. Further, there are a number of uncertainties related to processing lithium, which is an inherently difficult process. Therefore, you are cautioned not to assume that all or any part of our resources can be economically or legally
commercialized. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to several risks and uncertainties, many of which are beyond the control of the Company. With respect to the Company’s disclosures regarding the potential joint venture for the Evergreen Unit, it is uncertain about the ability of the parties to successfully negotiate one or more definitive agreements, the future relationship between the parties, and the ability to successfully and economically produce lithium and bromine from the Evergreen Unit. Investors are cautioned that any such statements are not guarantees of future performance or results and that actual results or developments may differ materially from those projected in the forward-looking statements. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: changes in general economic conditions; opportunity risks, such as mineral extraction, demand therefor, or realizing industrial and other benefits expected from bromine processing; our ability to develop a bromine processing facility and risks inherent in the construction such facility; the accuracy of our resources report or the timing of future updates to our resources report, feasibility study and economic assessment regarding our lithium, bromine and other mineral acreage; our ability to obtain any necessary additional capital to finance our development plans, including the construction of our bromine processing plant; equipment supply, equipment defects and/or our ability to timely obtain equipment components; competition from existing or new competitors; risks associated with changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions, including legislative, regulatory and policy changes, such as unexpected changes in tariffs, trade barriers, price and exchange controls; and other the factors described in the section titled “Risk Factors” contained in the Company's Annual Reports on Form 10-K, as well as other risks identified from time to time in its reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission. Investors should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and the Company undertakes no obligation to update or revise any forward-looking statements, except as may be required by law.
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