Tetra Technologies Inc 10-Q for FY2025 Q2
Tetra Technologies Inc (TTI)
10-Q
2025-07-29
For: 2025-06-30
View Original
Added on
April 11, 2026
About this 10-Q
Tetra Technologies Inc filed this 10-Q on July 29, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $173.87M
- up 1.1% from $171.94M a year earlier
- Net income
- $11.31M
- up 47.9% from net income of $7.64M a year earlier
- Diluted EPS
- $0.08
- up 33.3% from $0.06 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2025
or
For the transition period from to .
Commission File Number 1-13455
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
| (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 | ||||||
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 | ☐ | ☒ | |||||||||
| 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 28, 2025, there were 133,279,724 shares outstanding of the Company’s Common Stock, $0.01 par value per share.
| TETRA Technologies, Inc. and Subsidiaries | |||||
| Table of Contents | |||||
| Page | |||||
| PART I—FINANCIAL INFORMATION | |||||
| PART II—OTHER INFORMATION | |||||
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 June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
Product sales | $ | $ | $ | $ | |||||||||||||||||||
Services | |||||||||||||||||||||||
Total revenues | |||||||||||||||||||||||
| Cost of revenues: | |||||||||||||||||||||||
Cost of product sales | |||||||||||||||||||||||
Cost of services | |||||||||||||||||||||||
Depreciation, amortization and accretion | |||||||||||||||||||||||
Impairments and other charges | |||||||||||||||||||||||
Total cost of revenues | |||||||||||||||||||||||
Gross profit | |||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
Loss on debt extinguishment | |||||||||||||||||||||||
Other (income) expense, net | ( | ( | |||||||||||||||||||||
| Net income before taxes | |||||||||||||||||||||||
Provision for income taxes | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
Loss attributable to noncontrolling interests | |||||||||||||||||||||||
| Net income attributable to TETRA stockholders | $ | $ | $ | $ | |||||||||||||||||||
Basic net income per common share: | |||||||||||||||||||||||
| Net income attributable to TETRA stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average basic shares outstanding | |||||||||||||||||||||||
| Diluted net income per common share: | |||||||||||||||||||||||
Net income attributable to TETRA stockholders | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average diluted shares outstanding | |||||||||||||||||||||||
See Notes to Consolidated Financial Statements
1
TETRA Technologies, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income (Loss)
(In Thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
Foreign currency translation adjustment from continuing operations, net of taxes of $ | ( | ( | |||||||||||||||||||||
Reclassification of non-cash cumulative foreign currency translation adjustment loss to net income from dissolution of Canadian subsidiary | |||||||||||||||||||||||
Unrealized gain (loss) on investment | ( | ( | ( | ||||||||||||||||||||
Comprehensive income | |||||||||||||||||||||||
Less: Comprehensive loss attributable to noncontrolling interests | |||||||||||||||||||||||
Comprehensive income attributable to TETRA stockholders | $ | $ | $ | $ | |||||||||||||||||||
See Notes to Consolidated Financial Statements
2
TETRA Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
(In Thousands)
| June 30, 2025 | December 31, 2024 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Restricted cash | |||||||||||
Trade accounts receivable, net of allowances of $ $ | |||||||||||
Inventories | |||||||||||
Prepaid expenses and other current assets | |||||||||||
Total current assets | |||||||||||
Property, plant and equipment: | |||||||||||
Land and building | |||||||||||
Machinery and equipment | |||||||||||
Automobiles and trucks | |||||||||||
Chemical plants | |||||||||||
Construction in progress | |||||||||||
Total property, plant and equipment | |||||||||||
Less accumulated depreciation | ( | ( | |||||||||
Net property, plant and equipment | |||||||||||
| Other assets: | |||||||||||
Patents, trademarks and other intangible assets, net of accumulated amortization of $ | |||||||||||
Deferred tax assets, net | |||||||||||
Operating lease right-of-use assets | |||||||||||
| Investments | |||||||||||
Other assets | |||||||||||
Total other assets | |||||||||||
| Total assets | $ | $ | |||||||||
See Notes to Consolidated Financial Statements
3
TETRA Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Share Amounts)
| June 30, 2025 | December 31, 2024 | ||||||||||
| (Unaudited) | |||||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
Trade accounts payable | $ | $ | |||||||||
| Compensation and employee benefits | |||||||||||
| Operating lease liabilities, current portion | |||||||||||
| Accrued taxes | |||||||||||
Accrued liabilities and other | |||||||||||
| Current liabilities associated with discontinued operations | |||||||||||
Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Operating lease liabilities | |||||||||||
| Asset retirement obligations | |||||||||||
| Deferred income taxes | |||||||||||
| Other liabilities | |||||||||||
Total long-term liabilities | |||||||||||
Commitments and contingencies (Note 6) | |||||||||||
| Equity: | |||||||||||
| TETRA stockholders’ equity: | |||||||||||
Common stock, par value | |||||||||||
Additional paid-in capital | |||||||||||
Treasury stock, at cost; | ( | ( | |||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Retained deficit | ( | ( | |||||||||
| Total TETRA stockholders’ equity | |||||||||||
Noncontrolling interests | ( | ( | |||||||||
Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Consolidated Financial Statements
4
TETRA Technologies, Inc. and Subsidiaries
Consolidated Statements of Equity
(In Thousands)
(Unaudited)
| Common Stock Par Value | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Retained Deficit | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||
| Currency Translation | Unrealized Gain (Loss) on Investment | ||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
Net income for first quarter 2025 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Reclassification of non-cash cumulative foreign currency translation adjustment loss to net income from dissolution of Canadian subsidiary | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Translation adjustment, net of taxes of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
Net income for second quarter 2025 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Translation adjustment, net of taxes of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
| Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
| Common Stock Par Value | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Retained Deficit | Noncontrolling Interest | Total Equity | |||||||||||||||||||||||||||||||||||||||||
| Currency Translation | Unrealized Gain (Loss) on Investment | ||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2023 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
Net income for first quarter 2024 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Translation adjustment, net of taxes of $ | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Comprehensive loss | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Balance at March 31, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
Net income (loss) for second quarter 2024 | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
Translation adjustment, net of taxes of $ | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
Comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
Equity-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Other | ( | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Balance at June 30, 2024 | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||
See Notes to Consolidated Financial Statements
5
TETRA Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands, Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
Reconciliation of net income to net cash provided by operating activities: | |||||||||||
Depreciation, amortization and accretion | |||||||||||
Impairments and other charges | |||||||||||
(Gain) loss on investments | ( | ||||||||||
| Equity-based compensation expense | |||||||||||
Recovery of credit losses | ( | ( | |||||||||
| Amortization and expense of financing costs | |||||||||||
Loss on debt extinguishment | |||||||||||
| Gain on sale of assets | ( | ( | |||||||||
Non-cash cumulative foreign currency translation adjustment loss from dissolution of Canadian subsidiary | |||||||||||
Provision for deferred income taxes | |||||||||||
Other non-cash credits | ( | ( | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Trade accounts payable and accrued expenses | ( | ||||||||||
| Other | |||||||||||
Net cash provided by operating activities | |||||||||||
| Investing activities: | |||||||||||
Purchases of property, plant and equipment, net | ( | ( | |||||||||
Proceeds from sale of investments | |||||||||||
Proceeds from sale of property, plant and equipment | |||||||||||
| Other investing activities | ( | ( | |||||||||
Net cash used in investing activities | ( | ( | |||||||||
| Financing activities: | |||||||||||
| Proceeds from credit agreements and long-term debt | |||||||||||
| Principal payments on credit agreements and long-term debt | ( | ( | |||||||||
| Payments on financing lease obligations | ( | ( | |||||||||
Debt issuance costs | ( | ||||||||||
| Shares withheld for taxes on equity-based compensation | ( | ( | |||||||||
Other financing activities | ( | ( | |||||||||
Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
Increase (decrease) in cash and cash equivalents | ( | ||||||||||
Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets | |||||||||||
Cash and cash equivalents at end of period | $ | $ | |||||||||
Restricted cash at end of period | |||||||||||
Total cash, cash equivalents and restricted cash at end of period shown in the consolidated statements of cash flows | $ | $ | |||||||||
See Notes to Consolidated Financial Statements
6
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 energy services and solutions company with operations on six continents focused on developing environmentally conscious services and solutions that help make people's lives better. 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. We were incorporated in Delaware in 1981. Our products and services are delivered through two reporting segments – Completion Fluids & Products Division and Water & Flowback Services Division.
Our Completion Fluids & Products Division manufactures and markets clear brine fluids (“CBFs”), additives, and associated products and services to the oil and gas industry for use in well drilling, completion, and workover operations in the United States and in certain countries in Latin America, Europe, Asia, the Middle East, and Africa. The Division also markets liquid and dry calcium chloride products manufactured at its production facilities or purchased from third-party suppliers to a variety of markets outside the energy industry. 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. Our Completion Fluids & Products Division also markets TETRA PureFlow, an ultra-pure zinc bromide, as well as TETRA PureFlow Plus, an ultra-pure zinc bromide/zinc chloride blend, to battery technology companies.
Our Water & Flowback Services Division provides onshore oil and gas operators with comprehensive water management services. The Division also provides frac flowback, production well testing, and other associated services in many of the major oil and gas producing regions in the United States, as well as in oil and gas basins in certain countries in Latin America, Europe, and the Middle East. We are also developing and pilot testing technologies to treat and desalinate produced water from oil wells for beneficial reuse, including surface discharge.
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 or controlled 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, 2025 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2025.
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, 2024 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2025 (the “2024 Annual Report”).
Discontinued Operations
In early 2018, we closed a series of related transactions that resulted in the disposition of our former Offshore segment. Our former Offshore segment is reported as discontinued operations for all periods presented. We may be required to satisfy certain decommissioning liabilities under third-party indemnity agreements and corporate guarantees for which costs may be significant. During the three months ended September 30, 2024, we accrued $5.8 million of decommissioning expense and liability associated with our former Offshore segment for which costs might be above the value of surety bonds on properties previously disposed. See Note 6 - “Commitments and Contingencies” for additional discussion of contingencies related to discontinued operations.
7
Significant Accounting Policies
Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2024 included in our 2024 Annual Report. Other than reporting restricted cash as described below, there have been no significant changes in our accounting policies or the application thereof during the second quarter of 2025.
Out-of-Period Correction
During the three months ended March 31, 2025, we recorded an adjustment to our deferred tax liability related to a correction to our 2024 tax provision. This adjustment increased income tax benefit by $1.2 million and increased net income per share attributable to TETRA stockholders by $0.01
Restricted Cash
Restricted cash is classified as a current asset when it is expected to be repaid or settled in the next twelve-month period. As of June 30, 2025, restricted cash consists of less than $0.1 million held in escrow in connection with our Arkansas development.
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.
Mineral Resources Arrangement
Foreign Currency Translation
8
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 7 - “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 is as follows:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Interest paid | $ | $ | |||||||||
| Income taxes paid | $ | $ | |||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
| Accrued capital expenditures | $ | $ | |||||||||
New Accounting Pronouncements
Standards not yet adopted
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40)” ("ASU 2024-03"). ASU 2024-03 requires additional disclosures about certain expenses included in the income statement, including purchases of inventory, employee compensation, intangible asset amortization and depreciation. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on its financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The new standard requires companies to disclose specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted.
The Company is currently evaluating the expected impact of these standards but does not expect them to have a significant impact on its consolidated financial statements upon adoption as the standards expand disclosures only.
NOTE 2 – REVENUE
Revenue from Contracts with Customers
Our contract asset balances, primarily associated with contractual invoicing milestones and/or customer documentation requirements, were $22.3 million and $30.4 million as of June 30, 2025 and December 31, 2024, 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. Unearned income balances were $0.7 million and $0.4 million as of June 30, 2025 and December 31, 2024, respectively, and vary based on the timing of invoicing and performance obligations being met. Unearned income is included in accrued liabilities and other in our consolidated balance sheets. We recognized approximately $0.1 million and $0.2 million during the three and six months ended June 30, 2025, respectively, and $2.0 million and $1.0 million of revenue during the three and six months ended June 30,
9
2024, respectively, deferred in unearned income as of the beginning of the period. During the six months ended June 30, 2025 and June 30, 2024, 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 9 - “Industry Segments.” In addition, we disaggregate revenue from contracts with customers by geography based on the following table below.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Completion Fluids & Products | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| International | |||||||||||||||||||||||
| Water & Flowback Services | |||||||||||||||||||||||
| United States | |||||||||||||||||||||||
International | |||||||||||||||||||||||
| Total Revenue | |||||||||||||||||||||||
| United States | |||||||||||||||||||||||
International | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
NOTE 3 – INVENTORIES
Components of inventories as of June 30, 2025 and December 31, 2024 are as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials | |||||||||||
| Parts and supplies | |||||||||||
| Work in progress | |||||||||||
Total inventories | $ | $ | |||||||||
NOTE 4 – INVESTMENTS
Our investments as of June 30, 2025 and December 31, 2024 consist of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
Investment in Kodiak | $ | $ | |||||||||
| Investment in Standard Lithium | |||||||||||
Other investments | |||||||||||
| Total Investments | $ | $ | |||||||||
In January 2025, we sold our Kodiak Gas Services, Inc. (NYSE: KGS) (“Kodiak”) shares for proceeds of $19.0 million, net of transaction and broker fees. During the six months ended June 30, 2025, we recorded a net gain of $0.6 million from the sale of our Kodiak shares.
10
We are party to agreements whereby Standard Lithium has the right to explore for, and an option to acquire the rights to produce and extract, lithium in our Arkansas leases and other additional potential resources in the Mojave region of California. The Company received stock of Standard Lithium under the terms of the arrangements.
We also hold investments in convertible notes, common units and preferred units issued by two privately-held companies. These convertible notes, common units and preferred units are not publicly traded and may not be offered, sold, transferred or pledged until such common units are registered pursuant to an effective registration statement or pursuant to an exemption from registration. Our exposure to potential losses is limited to our investments, including capitalized and accrued interest associated with the convertible notes.
See Note 7 - “Fair Value Measurements” for further information.
NOTE 5 – LONG-TERM DEBT AND OTHER BORROWINGS
Consolidated long-term debt as of June 30, 2025 and December 31, 2024 consists of the following:
| Scheduled Maturity | June 30, 2025 | December 31, 2024 | ||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
Term Credit Agreement(1) | January 1, 2030 | $ | $ | |||||||||||||||||
| Total long-term debt | $ | $ | ||||||||||||||||||
(1) Net of unamortized discount of $4.6 million and $5.0 million as of June 30, 2025 and December 31, 2024, respectively, and net of unamortized deferred financing costs of $4.9 million and $5.3 million as of June 30, 2025 and December 31, 2024, respectively.
Term Credit Agreement
Pricing on the Term Credit Agreement is the secured overnight financing rate (“SOFR”) plus 5.75 %. The interest rate per annum on borrowings under the Term Credit Agreement is 10.17 % as of June 30, 2025 and the maturity date of the Term Credit Agreement is January 1, 2030. The Term Credit Agreement includes a $75 million delayed-draw term loan available until January 12, 2026 to provide capital to advance our Arkansas bromine processing project. The Company is required to pay a commitment fee on the unutilized commitments with respect to the delayed-draw term loan at the rate of 1.5 % per annum.
The Term Credit Agreement contains certain affirmative and negative covenants, including covenants that restrict the ability of the Company and certain of its subsidiaries to take certain actions including, among other things and subject to certain significant exceptions, the incurrence of debt, the granting of liens, engaging in mergers and other fundamental changes, the making of investments, entering into transactions with affiliates, the payment of dividends and other restricted payments, the prepayment of other indebtedness and the sale of assets. The Term Credit Agreement also requires the Company to maintain a Leverage Ratio (as defined in the Term Credit Agreement) of not more than 4.0 to 1.0 as of the end of each fiscal quarter and Liquidity (as defined in the Term Credit Agreement) of not less than $50.0 million at all times.
All obligations under the Term Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest on substantially all of the property of the Company and its domestic subsidiaries, subject to the lien priorities set forth in the intercreditor agreement with the agent under our ABL Credit Agreement.
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.
The Term Credit Agreement includes customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross-default to other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of security interests or invalidity of loan documents, certain ERISA events, unsatisfied or unstayed judgments, and change of control.
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ABL Credit Agreement
As of June 30, 2025, we had no borrowings outstanding and $0.2 million letters of credit or guarantees under our ABL Credit Agreement. Deferred financing costs of $1.0 million and $1.0 million as of June 30, 2025 and December 31, 2024, respectively, were classified as other long-term assets on the accompanying consolidated balance sheet as there was no 100.0 million with a $25.0 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, and a swingline loan sublimit of $11.5 million. The ABL Credit Agreement matures on May 13, 2029. Subject to compliance with the covenants, borrowing base, and other provisions of the ABL Credit Agreement that may limit borrowings, we had availability of $55.4 million under this agreement.
Borrowings under the ABL Credit Agreement bear interest at a rate per annum equal to, at the option of TETRA, either (i) the standard overnight financing rate plus 0.10 %, (ii) a base rate plus a margin based on a fixed charge coverage ratio, or (iii) the Daily Simple Risk Free Rate plus 0.10 %. The base rate is determined by reference to the highest of (a) the prime rate of interest as announced from time to time by Bank of America, N.A. (b) the Federal Funds Effective Rate (as defined in the ABL Credit Agreement) plus 0.5 % per annum and (c) the standard overnight financing rate (adjusted to reflect any required bank reserves) for a one-month period on such day plus 1.0 % per annum, provided that the base rate shall not be less than 1.0 %. Borrowings have an applicable margin ranging from 2.00 % to 2.50 % per annum for SOFR-based loans and 1.00 % to 1.50 % per annum for base-rate loans, based upon the applicable fixed charge coverage ratio. In addition to paying interest on the outstanding principal under the ABL Credit Agreement, TETRA is required to pay a commitment fee in respect of the unutilized commitments at an applicable rate of 0.375 % per annum. TETRA is also required to pay a customary letter of credit fee equal to the applicable margin on loans and fronting fees.
All obligations under the ABL Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest for the benefit of the ABL Lenders on substantially all of the personal property of TETRA and certain subsidiaries of TETRA, the equity interests in certain domestic subsidiaries, and a maximum of 65 % of the equity interests in certain foreign subsidiaries.
Swedish Credit Facility
The Company has a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden (“Swedish Credit Facility”). As of June 30, 2025, we had no balance outstanding and availability of approximately $5.3 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, 2025 and the Company intends to renew it annually.
Finland Credit Agreement
The Company also has an agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”). As of June 30, 2025, there were $1.6 million of letters of credit outstanding against the Finland Credit Agreement. The Finland Credit Agreement expires on January 31, 2026 and the Company intends to renew it annually.
Covenants
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, 2025, we are in compliance with all covenants under the credit agreements.
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NOTE 6 – 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, 2025. For additional discussion of our legal proceedings, please see our 2024 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, 2025, 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 $44.5 million, including $5.7 million for the remainder of 2025, $22.3 million in 2026, $15.5 million in 2027, and $1.0 million in 2028. As of June 30, 2025, we also have commitments of $22.3 million related to long-lead power infrastructure for our Completion Fluids & Products Division’s bromine plant in Arkansas, including $8.8 million due during the remainder of 2025 and $13.5 million due over five years beginning after electric service is available.
Contingencies Related to Discontinued Operations
In early 2018, we closed the Maritech Asset Purchase and Sale Agreement (“Maritech APA") and Maritech Membership Interest Purchase Agreement (“Maritech MIPA”) with Orinoco Natural Resources, LLC (“Orinoco”) that together provided for the purchase by Orinoco of all of Maritech’s remaining oil and gas properties and related assets and all outstanding membership interests of Maritech. Under the Maritech APA, Orinoco assumed responsibility for all of Maritech’s decommissioning liabilities related to the leases sold to Orinoco (the “Orinoco Lease Liabilities”) and, under the Maritech MIPA, Orinoco assumed all other liabilities of Maritech, including the decommissioning liabilities associated with Maritech’s interests in oil and gas properties previously sold by Maritech and select infrastructure still operated by Maritech (the “Legacy Liabilities”), subject to certain limited exceptions unrelated to the decommissioning liabilities. To the extent that Maritech or Orinoco fails to satisfy decommissioning liabilities associated with any of the Orinoco Lease Liabilities or the Legacy Liabilities, we may be required to satisfy such liabilities under third party indemnity agreements and corporate guarantees that we previously provided to the U.S. Department of the Interior (“BSEE”) and other parties, respectively, for which costs may be significant. Pursuant to a Bonding Agreement entered into as part of these Orinoco transactions (the “Bonding Agreement”), Orinoco provided non-revocable performance bonds from a surety company in an aggregate amount of $46.8 million to cover the performance by Orinoco and Maritech of certain specific asset retirement obligations of Maritech (the “Initial Bonds”) and agreed to replace the Initial Bonds with other non-revocable performance bonds in the aggregate sum of $47.0 million (collectively, the “Replacement Bonds”). In the event Orinoco does not provide the Replacement Bonds, Orinoco is required to make certain cash escrow payments to us. To date, no cash escrow payments have been made. On August 16, 2024, we issued a letter to Orinoco and the bond company demanding realignment of the existing bonds and/or issuance of Replacement Bonds pursuant to the terms of the Bonding Agreement to better align bond coverage with the more likely liability risks. To date, no written response has been received.
The payment obligations of Orinoco under the Bonding Agreement were guaranteed by Thomas M. Clarke and Ana M. Clarke pursuant to a separate guaranty agreement (the “Clarke Bonding Guaranty Agreement”). Orinoco has not delivered the Replacement Bonds and neither it nor the Clarkes has made any of the agreed upon cash escrow payments. We filed a lawsuit against Orinoco and the Clarkes to enforce the terms of the Bonding Agreement and the Clarke Bonding Guaranty Agreement. The trial court initially granted summary judgment in favor
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of Orinoco and the Clarkes, dismissing our claims against Orinoco under the Bonding Agreement and against the Clarkes under the Clarke Bonding Guaranty Agreement. We filed an appeal with the trial court requesting a new trial on the summary judgment or modification of the judgment. On November 5, 2019, the trial court signed an order granting our motion for a new trial and vacating the prior summary judgment order. The parties are awaiting direction from the court on a new scheduling order and/or trial setting. The Initial Bonds, which are non-revocable, remain in effect.
In addition, Maritech and certain other interest owners have received decommissioning orders from BSEE and could receive additional decommissioning orders in the future. Such decommissioning orders received by Maritech and other interest owners relate to asset retirement obligations for certain properties in the Gulf of America. From time to time, we also receive demand notices from third parties related to certain corporate guarantees or other arrangements covering such decommissioning liabilities and other potential claims related to onshore decommissioning activities. While the ultimate outcome of such matters cannot be predicted at this time, if Maritech or other interest owners default, BSEE or third parties may seek to enforce certain corporate guarantees or third party indemnity agreements against us for a portion of such decommissioning obligations, which may be significant. On February 13, 2025, Arena Energy, LLC filed a complaint in U.S. District Court for the Southern District of Texas seeking indemnification from us and Maritech for decommissioning costs related to a Maritech oil and gas platform in the Gulf of America. We intend to vigorously defend against the claims brought by Arena Energy, LLC but we are presently unable to predict the duration, scope or result of this proceeding, as the litigation is in its early stages.
If we become liable in the future for any decommissioning liability associated with any property covered by either an Initial Bond or Replacement Bond while such bonds are outstanding and any payment made to us under such bond is insufficient to satisfy such liability, the Bonding Agreement provides that Orinoco will pay us an amount equal to such deficiency. If Orinoco fails to pay any such amount, such amount must be paid by the Clarkes under the Clarke Bonding Guaranty Agreement. Our financial condition and results of operations may be negatively affected if we become liable for a significant portion of the decommissioning liabilities and Orinoco or the Clarkes are unable to cover any such deficiency.
With respect to certain properties in the Gulf of America, we have been advised that the cost of the decommissioning work to plug and abandon certain wells is projected to be significantly higher than the approximately $10.7 million bond supporting the liability, which was put in place by Maritech and other interest owners based on earlier cost estimates. We have also been advised more recently that Maritech’s prior working interest with respect those plugging and abandonment (“P&A”) costs are expected to exceed its share of the bond. In September 2024, P&A operations commenced pursuant to a cost sharing agreement among certain parties for decommissioning certain properties in the Gulf of America. While Maritech is not a party to this cost sharing agreement, a predecessor of Maritech has advised us that it expects to seek reimbursement from us for the portion of decommissioning costs it has contractually agreed to pay pursuant to the terms of the cost sharing agreement. While the ultimate outcome of this matter cannot be predicted, we could potentially be liable for an estimated amount in the range of $5.8 million to $19.4 million, depending on the outcome of negotiations and whether other partners or property owners in the chain of title fulfill their respective obligations under their agreements. Additionally, we understand that in connection with the P&A operations being performed, Maritech and the other named obligees have made a demand on the related bond. We have made efforts to protect Maritech’s proportionate share of the bond proceeds (approximately $3.9 million), including demanding that the surety segregate or ensure that Maritech’s share is applied solely to satisfy its proportionate share of the decommissioning costs. We accrued a liability of $5.8 million related to this obligation during the year ended December 31, 2024.
NOTE 7 – FAIR VALUE MEASUREMENTS
Financial Instruments
Investments
Our investments in Kodiak and Standard Lithium are recorded in investments on our consolidated balance sheets based on the quoted market stock price (Level 1 fair value measurements). The stock component of consideration received from Standard Lithium 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. Changes in the value of stock are recorded in other (income) expense, net in our consolidated statements of operations.
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We also hold investments in convertible notes, common units, and preferred units issued by two privately-held companies. Our investment in certain preferred units as of December 31, 2024 were recorded based on observable market-based inputs for preferred units issued to several investors during August through October 2024 (Level 2 fair value measurement). Our investment in convertible notes, common units, and certain preferred units are recorded in our consolidated financial statements based on internal valuations with assistance from a third-party valuation specialist (Level 3 fair value measurement). The valuations are impacted by key assumptions, including the assumed probability and timing of potential debt or equity offerings. One of the convertible notes includes an option to convert the note into equity interests. The change in the fair value of the embedded option, as well as the preferred units and common units, are included in other (income) expense, net in our consolidated statements of operations. The change in the fair value of the convertible note, excluding the embedded option, is included in other comprehensive income (loss) in our consolidated statements of comprehensive income.
The change in our investments for the three and six months ended June 30, 2025 and June 30, 2024 are as follows:
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||
Fair Value Measurements Using | ||||||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets or Liabilities | Significant Unobservable Inputs | |||||||||||||||||||||||||
| (Level 1) | (Level 3) | Total | ||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
Investment balance at beginning of period | $ | $ | $ | |||||||||||||||||||||||
Unrealized gain (loss) on equity securities | ( | |||||||||||||||||||||||||
Unrealized loss on embedded option | ( | ( | ||||||||||||||||||||||||
Unrealized loss on convertible note, excluding embedded option | ( | ( | ||||||||||||||||||||||||
Investment balance at end of period | $ | $ | $ | |||||||||||||||||||||||
| Three Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| Fair Value Measurements Using | ||||||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets or Liabilities | Significant Unobservable Inputs | |||||||||||||||||||||||||
| (Level 1) | (Level 3) | Total | ||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Investment balance at beginning of period | $ | $ | $ | |||||||||||||||||||||||
| Unrealized gain on equity securities | ||||||||||||||||||||||||||
| Unrealized loss on embedded option | ( | ( | ||||||||||||||||||||||||
| Unrealized loss on convertible note, excluding embedded option | ( | ( | ||||||||||||||||||||||||
| Investment balance at end of period | $ | $ | $ | |||||||||||||||||||||||
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| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||
| Fair Value Measurements Using | ||||||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets or Liabilities | Significant Other Observable Inputs | Significant Unobservable Inputs | ||||||||||||||||||||||||
| (Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Investment balance at beginning of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Sale of investments | ( | ( | ||||||||||||||||||||||||
| Reclassification between Level 2 and Level 3 fair value | ( | |||||||||||||||||||||||||
| Unrealized gain (loss) on equity securities | ( | |||||||||||||||||||||||||
| Unrealized loss on embedded option | ( | ( | ||||||||||||||||||||||||
| Unrealized loss on convertible note, excluding embedded option | ( | ( | ||||||||||||||||||||||||
| Investment balance at end of period | $ | $ | $ | $ | ||||||||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||
| Fair Value Measurements Using | ||||||||||||||||||||||||||
| Quoted Prices in Active Markets for Identical Assets or Liabilities | Significant Unobservable Inputs | |||||||||||||||||||||||||
| (Level 1) | (Level 3) | Total | ||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Investment balance at beginning of period | $ | $ | $ | |||||||||||||||||||||||
Unrealized gain on equity securities | ||||||||||||||||||||||||||
Unrealized loss on embedded option | ( | ( | ||||||||||||||||||||||||
Unrealized gain on convertible note, excluding embedded option | ||||||||||||||||||||||||||
| Investment balance at end of period | $ | $ | $ | |||||||||||||||||||||||
Recurring fair value measurements by valuation hierarchy as of June 30, 2025 and December 31, 2024 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, 2025 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Investment in Standard Lithium | $ | $ | $ | $ | ||||||||||||||||||||||
Other investments | ||||||||||||||||||||||||||
Total investments | $ | |||||||||||||||||||||||||
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| 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, 2024 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||
| Investment in Kodiak | $ | $ | $ | $ | ||||||||||||||||||||||
| Investment in Standard Lithium | ||||||||||||||||||||||||||
Other investments | ||||||||||||||||||||||||||
Total investments | $ | |||||||||||||||||||||||||
Other
The fair values of cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, short-term borrowings and long-term debt approximate their carrying amounts. See Note 5 - “Long-Term Debt and Other Borrowings” for further discussion.
NOTE 8 – NET INCOME 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 per common and common equivalent share:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Number of weighted average common shares outstanding | |||||||||||||||||||||||
| Assumed vesting of equity awards | |||||||||||||||||||||||
Average diluted shares outstanding | |||||||||||||||||||||||
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NOTE 9 – 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 | |||||||||||||||||||||||||||||
| June 30, 2025 | |||||||||||||||||||||||||||||
| Completion Fluids & Products | Water & Flowback Services | Corporate | Total | ||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of product sales and services | |||||||||||||||||||||||||||||
| Depreciation, amortization and accretion | |||||||||||||||||||||||||||||
| Impairments and other charges | |||||||||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||||||||
| Interest (income) expense, net | ( | ||||||||||||||||||||||||||||
| Other (income) expense, net | ( | ( | ( | ||||||||||||||||||||||||||
| Net income (loss) before taxes | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||||||||
| June 30, 2025 | |||||||||||||||||||||||||||||
| Completion Fluids & Products | Water & Flowback Services | Corporate | Total | ||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of product sales and services | |||||||||||||||||||||||||||||
| Depreciation, amortization and accretion | |||||||||||||||||||||||||||||
| Impairments and other charges | |||||||||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||||||||
| Interest (income) expense, net | ( | ||||||||||||||||||||||||||||
| Other (income) expense, net | ( | ( | |||||||||||||||||||||||||||
| Net income (loss) before taxes | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||||||||
| June 30, 2025 | |||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||||||||
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Three Months Ended | |||||||||||||||||||||||||||||
| June 30, 2024 | |||||||||||||||||||||||||||||
| Completion Fluids & Products | Water & Flowback Services | Corporate | Total | ||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of product sales and services | |||||||||||||||||||||||||||||
| Depreciation, amortization and accretion | |||||||||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||||||||
| Interest (income) expense, net | ( | ||||||||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||||||||
| Net income (loss) before taxes | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||||||||
| June 30, 2024 | |||||||||||||||||||||||||||||
| Completion Fluids & Products | Water & Flowback Services | Corporate | Total | ||||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||||||||
| Cost of product sales and services | |||||||||||||||||||||||||||||
| Depreciation, amortization and accretion | |||||||||||||||||||||||||||||
| General and administrative expense | |||||||||||||||||||||||||||||
| Interest (income) expense, net | ( | ||||||||||||||||||||||||||||
| Loss on debt extinguishment | |||||||||||||||||||||||||||||
| Other (income) expense, net | ( | ( | |||||||||||||||||||||||||||
| Net income (loss) before taxes | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | |||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||||||||
NOTE 10 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the event described below.
On July 4, 2025, President Trump signed the One Big Beautiful Bill Act ("OBBBA"), which includes a broad range of tax reform provisions affecting businesses. The Company is evaluating the OBBBA to determine whether it is expected to materially impact the Company's effective tax rate or cash flows.
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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 should also be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on February 25, 2025 (“2024 Annual Report”). This discussion includes forward-looking statements that involve certain risks and uncertainties.
Business Overview
We are an energy services and solutions company with operations on six continents focused on developing environmentally conscious services and solutions that help make people's lives better. 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. We are also developing and pilot testing technologies to treat and desalinate produced water from oil wells for beneficial reuse, including surface discharge. We are composed of two segments – Completion Fluids & Products Division and Water & Flowback Services Division.
Consolidated revenue for the first six months of 2025 of $331.0 million increased compared to the prior year due to strong results from our Completion Fluids & Products Division, which offset expected weaker United States onshore activity in our Water & Flowback Services Division.
Completion Fluids & Products Division revenues for the first six months of 2025 increased compared to both the first three months of 2025 and the first six months of 2024, led by deepwater Gulf of America as we completed the three-well CS Neptune project. The Completion Fluids & Products division also benefited from the seasonally strong industrial chemicals calcium chloride business.
Our Water & Flowback Services revenues increased slightly compared to the first three months of 2025 and decreased 11.7% compared to the first six months of 2024, reflecting lower onshore activity in the United States, as well as lower service revenues following the sale of early production facilities in Latin America in 2024. Water & Flowback Services gross profit margins decreased reflecting the lower onshore activity, as well as costs to close underperforming service lines in the United States. We continue to take proactive actions to reduce costs, right size our support structure, minimize capital expenditures and close underperforming service lines within Water & Flowback Services.
We remain committed to pursuing initiatives that leverage our completion fluids and fluids chemistry expertise, our significant bromine and lithium assets and technologies, and our leading calcium chloride production capabilities. In 2024, we published a definitive feasibility study and updated our technical resources report with respect to bromine from our Evergreen Brine Unit. We have ongoing negotiations with various bromine providers for bridging supply agreements that, if and when finalized, will give us flexibility on the timing of a plant start-up, allowing us to accumulate additional cash from our existing base business. These initiatives are expected to provide us the bromine supply volumes necessary for the growing deepwater market plus the growing long-duration battery requirements, while deferring investments in Arkansas or scaling up our bromine production at lower levels than previously anticipated. If and when the bridging supply agreement is finalized, we will announce our revised Arkansas investment and timing plans. We continue to advance our development efforts in Arkansas and we expect to complete the first phase of the project by year end, including site preparation and installation of the bromine tower.
We are prioritizing our strategic initiatives on projects that can immediately impact our near-term results, focused on TETRA CS Neptune fluids in the Gulf of America, TETRA PureFlow+ electrolyte and our TETRA Oasis Total Desalination Solution ("TDS"), an end-to-end water treatment and desalination solution for re-use and mineral extraction applications for produced water from oil and gas wells. Following the commercial announcement of our Oasis TDS water desalination technology, we engaged a third-party firm and launched the engineering design of a first commercial plant. This step will facilitate commercial discussions for the multiple clients that have visited our research center to gain insight into Oasis and executed non-disclosure agreements (“NDAs”). 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, and other beneficial purposes.
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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. The analysis herein reflects the optional approach to discuss results of operations on a sequential-quarter basis, which we believe provides information that is most useful in assessing our quarterly results of operations.
Three months ended June 30, 2025 compared with three months ended March 31, 2025.
Consolidated Comparisons
| Three Months Ended | Period to Period Change | ||||||||||||||||||||||
| June 30, | March 31, | $ Change | % Change | ||||||||||||||||||||
| 2025 | 2025 | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 173,872 | $ | 157,140 | $ | 16,732 | 10.6 | % | |||||||||||||||
| Gross profit | 48,244 | 42,906 | 5,338 | 12.4 | % | ||||||||||||||||||
Gross profit as a percentage of revenue | 27.7 | % | 27.3 | % | |||||||||||||||||||
| General and administrative expense | 25,259 | 24,134 | 1,125 | 4.7 | % | ||||||||||||||||||
| General and administrative expense as a percentage of revenue | 14.5 | % | 15.4 | % | |||||||||||||||||||
| Interest expense, net | 4,194 | 4,724 | (530) | (11.2) | % | ||||||||||||||||||
Other (income) expense, net | (645) | 8,962 | 9,607 | NM(1) | |||||||||||||||||||
Income before taxes | 19,436 | 5,086 | 14,350 | 282.1 | % | ||||||||||||||||||
Income before taxes as a percentage of revenue | 11.2 | % | 3.2 | % | |||||||||||||||||||
Provision for income taxes | 8,131 | 1,037 | 7,094 | 684.1 | % | ||||||||||||||||||
Net income attributable to TETRA stockholders | $ | 11,305 | $ | 4,049 | $ | 7,256 | 179.2 | % | |||||||||||||||
(1) Percent change is not meaningful
Consolidated revenues increased sequentially primarily due to higher activity for the Completion Fluids & Products division, led by deepwater Gulf of America as we completed the three-well CS Neptune project and the seasonally stronger industrial chemicals calcium chloride business in Northern Europe. See Divisional Comparisons section below for a more detailed discussion of the change in our revenues.
Consolidated gross profit increased primarily due to stronger activity levels from the Completion Fluids & Products Division, partially offset by weaker margins from our Water & Flowback Services Divisions. See Divisional Comparisons section below for additional discussion.
Consolidated interest expense, net decreased compared to the prior quarter primarily due to an increase in the interest expense capitalized for our Arkansas development.
Consolidated other (income) expense, net, changed compared to the prior quarter primarily due to recognition of the $9.5 million cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada in the first quarter, as well as increased foreign exchange gains in Brazil. Consolidated other (income) expense, net also includes a $0.6 million net increase in unrealized losses on investments.
Consolidated provision for income tax was $8.1 million expense during the current quarter, compared to $1.0 million expense during the prior quarter. The change in our tax provision compared to the prior quarter was primarily due to the higher income before taxes and the $1.2 million out-of-period tax benefit recognized in the prior quarter. Our consolidated effective tax rate for the three months ended June 30, 2025 was 41.8%.
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Divisional Comparisons
Completion Fluids & Products Division
| Three Months Ended | Period to Period Change | ||||||||||||||||||||||
| June 30, | March 31, | $ Change | % Change | ||||||||||||||||||||
| 2025 | 2025 | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 109,445 | $ | 93,018 | $ | 16,427 | 17.7 | % | |||||||||||||||
| Gross profit | 44,637 | 36,526 | 8,111 | 22.2 | % | ||||||||||||||||||
Gross profit as a percentage of revenue | 40.8 | % | 39.3 | % | |||||||||||||||||||
| General and administrative expense | 6,900 | 6,683 | 217 | 3.2 | % | ||||||||||||||||||
General and administrative expense as a percentage of revenue | 6.3 | % | 7.2 | % | |||||||||||||||||||
Interest income, net | (302) | (115) | 187 | 162.6 | % | ||||||||||||||||||
| Other income, net | (94) | (719) | 625 | 86.9 | % | ||||||||||||||||||
Net income before taxes | $ | 38,133 | $ | 30,677 | $ | 7,456 | 24.3 | % | |||||||||||||||
Net income before taxes as a percentage of revenue | 34.8 | % | 33.0 | % | |||||||||||||||||||
Revenues for our Completion Fluids & Products Division increased due to the successful completion of the final two TETRA CS Neptune wells in the Gulf of America, the seasonally strong calcium chloride business in Northern Europe, higher completion fluids sales in South America and higher TETRA PureFlow+ electrolyte sales in the United States.
Gross profit for our Completion Fluids & Products Division increased compared to the prior quarter primarily due to the increase in revenues mentioned above. Profit margins improved primarily due to the effect of changes in product mix, including the higher-margin CS Neptune fluid sales, which generate higher margins than other projects. Our profitability in future periods will continue to be affected by the mix of our products and services, market demand for our products and services, and drilling and completions activity.
Other income, net decreased primarily due to a $0.7 million decrease in foreign exchange gains, primarily in Brazil.
Water & Flowback Services Division
| Three Months Ended | Period to Period Change | ||||||||||||||||||||||
| June 30, | March 31, | $ Change | % Change | ||||||||||||||||||||
| 2025 | 2025 | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 64,427 | $ | 64,122 | $ | 305 | 0.5 | % | |||||||||||||||
| Gross profit | 3,701 | 6,474 | (2,773) | (42.8) | % | ||||||||||||||||||
Gross profit as a percentage of revenue | 5.7 | % | 10.1 | % | |||||||||||||||||||
| General and administrative expense | 4,815 | 5,735 | (920) | (16.0) | % | ||||||||||||||||||
General and administrative expense as a percentage of revenue | 7.5 | % | 8.9 | % | |||||||||||||||||||
Interest (income) expense, net | 13 | (7) | 20 | NM(1) | |||||||||||||||||||
Other expense, net | 144 | 9,634 | (9,490) | (98.5) | % | ||||||||||||||||||
Net loss before taxes | $ | (1,271) | $ | (8,888) | $ | 7,617 | 85.7 | % | |||||||||||||||
Net loss before taxes as a percentage of revenue | (2.0) | % | (13.9) | % | |||||||||||||||||||
(1) Percent change is not meaningful
Revenues for our Water & Flowback Services Division increased slightly compared to the prior quarter driven by resilience in our international business and increased flowback activity from improving SandStorm and Auto-Drillout utilization in key markets in the United States despite an overall decline in United States onshore activity.
Gross profit for our Water & Flowback Services Division declined reflecting the weaker environment and costs to close underperforming service lines in the United States.
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The Water & Flowback Services Division decrease in net loss before taxes compared to the prior quarter is primarily due recognition of a $9.4 million cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada in the first quarter and a $0.9 million decrease in general and administrative expense from cost reduction efforts, partially offset by lower gross profit.
Corporate Overhead
| Three Months Ended | Period to Period Change | ||||||||||||||||||||||
| June 30, | March 31, | $ Change | % Change | ||||||||||||||||||||
| 2025 | 2025 | ||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Depreciation and amortization | $ | 94 | $ | 94 | $ | — | — | % | |||||||||||||||
| General and administrative expense | 13,544 | 11,716 | 1,828 | 15.6 | % | ||||||||||||||||||
| Interest expense, net | 4,483 | 4,846 | (363) | (7.5) | % | ||||||||||||||||||
| Other (income) expense, net | (695) | 47 | 742 | NM(1) | |||||||||||||||||||
Net loss before taxes | $ | (17,426) | $ | (16,703) | $ | 723 | 4.3 | % | |||||||||||||||
(1) Percent change is not meaningful
Corporate overhead net loss before taxes increased compared to the prior quarter primarily due to a $1.8 million increase in general and administrative expenses due to increased wage and benefit related expenses to support higher activity levels in certain service lines, and an increase in other expense due to a $0.6 million increase in unrealized losses on investments. These were partially offset by a $0.9 million increase in foreign exchange gains on intercompany dividends and foreign currency hedges.
Six months ended June 30, 2025 compared with six months ended June 30, 2024.
Consolidated Comparisons
| Six Months Ended | |||||||||||||||||||||||
| June 30, | Period to Period Change | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 331,012 | $ | 322,907 | $ | 8,105 | 2.5 | % | |||||||||||||||
| Gross profit | 91,150 | 74,355 | 16,795 | 22.6 | % | ||||||||||||||||||
Gross profit as a percentage of revenue | 27.5 | % | 23.0 | % | |||||||||||||||||||
| General and administrative expense | 49,393 | 44,435 | 4,958 | 11.2 | % | ||||||||||||||||||
General and administrative expense as a percentage of revenue | 14.9 | % | 13.8 | % | |||||||||||||||||||
| Interest expense, net | 8,918 | 12,137 | (3,219) | (26.5) | % | ||||||||||||||||||
Loss on debt extinguishment | — | 5,535 | (5,535) | (100.0) | % | ||||||||||||||||||
Other (income) expense, net | 8,317 | (1,526) | (9,843) | NM(1) | |||||||||||||||||||
| Net income before taxes | 24,522 | 13,774 | 10,748 | 78.0 | % | ||||||||||||||||||
Net income before taxes as a percentage of revenue | 7.4 | % | 4.3 | % | |||||||||||||||||||
Provision for income taxes | 9,168 | 5,219 | 3,949 | 75.7 | % | ||||||||||||||||||
| Net income | 15,354 | 8,555 | 6,799 | 79.5 | % | ||||||||||||||||||
Loss attributable to noncontrolling interests | — | 3 | (3) | (100.0) | % | ||||||||||||||||||
| Net income attributable to TETRA stockholders | $ | 15,354 | $ | 8,558 | $ | 6,796 | 79.4 | % | |||||||||||||||
(1) Percent change is not meaningful
Consolidated revenues increased compared to the prior year due to stronger activity from our Completion Fluids & Products Division partially offset by lower revenues from our Water & Flowback Services 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 strong margins from our Completion Fluids & Products, partially offset by weaker margins from our Water & Flowback Services Divisions.
23
Consolidated general and administrative expenses increased compared to the prior year due to higher professional services, compensation and other expenses.
Interest expense, net decreased $3.2 million due to lower interest rates on our Term Credit Agreement as well as an increase in the interest expense capitalized for our Arkansas development.
Consolidated loss on debt extinguishment decreased $5.5 million from non-cash unamortized finance costs expensed in connection with the repayment of our prior Term Credit Agreement in January 2024.
Consolidated other (income) expense, net, changed compared to the prior year primarily due to a $5.7 million increase in foreign exchange loss, including recognition of the cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada in the first quarter of 2025, and a $2.9 million decrease in net unrealized gains on investments.
Consolidated provision for income taxes was $9.2 million expense during the current year, compared to $5.2 million expense during the prior year. The change in our tax provision compared to the prior year was primarily due to the higher income before taxes. Our consolidated effective tax rate for the current year is 37.4%, compared to 37.9% during the prior year.
Divisional Comparisons
Completion Fluids & Products Division
| Six Months Ended | |||||||||||||||||||||||
| June 30, | Period to Period Change | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 202,462 | $ | 177,301 | $ | 25,161 | 14.2 | % | |||||||||||||||
| Gross profit | 81,162 | 60,062 | 21,100 | 35.1 | % | ||||||||||||||||||
Gross profit as a percentage of revenue | 40.1 | % | 33.9 | % | |||||||||||||||||||
| General and administrative expense | 13,583 | 13,684 | (101) | (0.7) | % | ||||||||||||||||||
General and administrative expense as a percentage of revenue | 6.7 | % | 7.7 | % | |||||||||||||||||||
| Interest income, net | (417) | (404) | 13 | 3.2 | % | ||||||||||||||||||
| Other (income) expense, net | (813) | 337 | 1,150 | NM(1) | |||||||||||||||||||
| Net income before taxes | $ | 68,809 | $ | 46,445 | $ | 22,364 | 48.2 | % | |||||||||||||||
Net income before taxes as a percentage of revenue | 34.0 | % | 26.2 | % | |||||||||||||||||||
(1) Percent change is not meaningful
Revenues for our Completion Fluids & Products Division increased primarily due to the three CS Neptune wells in the Gulf of America, as well as higher Northern Europe industrial chemical sales and North America ultra-pure zinc bromide electrolyte sales.
Gross profit for our Completion Fluids & Products Division increased compared to the prior year due to higher revenues. Profit margins improved primarily due to the effect of changes in product mix, including the higher-margin CS Neptune fluid sales. Our profitability in future periods will continue to be affected by the timing of and the mix of our products and services, market demand for our products and services, and drilling and completions activity.
Net income before taxes for our Completion Fluids & Products Division increased compared to the prior year driven by higher gross profit. Other (income) expense, net also improved due to a $1.3 million increase in foreign exchange gains, primarily in Brazil, and a $1.0 million increase in unrealized gain from our investment in Standard Lithium shares, partially offset by a $0.8 million increase in unrealized loss from the change in fair value of our investments issued by a privately-held company.
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Water & Flowback Services Division
| Six Months Ended | |||||||||||||||||||||||
| June 30, | Period to Period Change | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Revenues | $ | 128,550 | $ | 145,606 | $ | (17,056) | (11.7) | % | |||||||||||||||
| Gross profit | 10,176 | 14,458 | (4,282) | (29.6) | % | ||||||||||||||||||
| Gross profit as a percentage of revenue | 7.9 | % | 9.9 | % | |||||||||||||||||||
| General and administrative expense | 10,550 | 8,961 | 1,589 | 17.7 | % | ||||||||||||||||||
General and administrative expense as a percentage of revenue | 8.2 | % | 6.2 | % | |||||||||||||||||||
Interest expense, net | 6 | 144 | (138) | (95.8)% | |||||||||||||||||||
| Other expense, net | 9,778 | 1,476 | (8,302) | 562.5% | |||||||||||||||||||
Net income (loss) before taxes | $ | (10,158) | $ | 3,877 | $ | (14,035) | (362.0) | % | |||||||||||||||
Net income (loss) before taxes as a percentage of revenue | (7.9) | % | 2.7 | % | |||||||||||||||||||
Revenues for our Water & Flowback Services Division decreased due to lower United States drilling and completion activity as well as lower service revenues following the sale of early production facilities in Latin America in 2024.
Gross profit for our Water & Flowback Services Division decreased slightly from the prior year reflecting lower activity in the United States onshore market.
Net income (loss) before taxes for our Water & Flowback Services Division changed to a loss in the current year compared to income in the prior year primarily due to recognition of the $9.5 million cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada, as well as a $1.6 million increase in general and administrative expense due to higher compensation expense including costs to close underperforming service lines in the United States.
Corporate Overhead
| Six Months Ended | |||||||||||||||||||||||
| June 30, | Period to Period Change | ||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Depreciation and amortization | $ | 188 | $ | 165 | $ | 23 | 13.9 | % | |||||||||||||||
| General and administrative expense | 25,260 | 21,790 | 3,470 | 15.9 | % | ||||||||||||||||||
| Interest expense, net | 9,329 | 12,397 | (3,068) | (24.7) | % | ||||||||||||||||||
Loss on debt extinguishment | — | 5,535 | (5,535) | (100.0) | % | ||||||||||||||||||
| Other income, net | (648) | (3,339) | (2,691) | (80.6) | % | ||||||||||||||||||
Net loss before taxes | $ | (34,129) | $ | (36,548) | $ | (2,419) | (6.6) | % | |||||||||||||||
Corporate overhead net loss before taxes decreased primarily due to a $5.5 million loss associated with the early extinguishment of our prior term credit agreement in January 2024 and a $3.1 million decrease in unrealized gains related to share price changes of our investment in Kodiak which we sold in January 2025, and a $3.1 million decrease in interest expense, net due to lower interest rates on our Term Credit Agreement as well as an increase in the interest expense capitalized for our Arkansas development, partially offset by a $3.5 million increase in general and administrative expenses primarily from an increase in professional services and compensation expenses.
25
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 define Adjusted EBITDA as net income (loss) before taxes, 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 and foreign currency translation adjustments not associated with current operations. The most directly comparable GAAP financial measure is net income (loss) before taxes. Adjustments to long-term incentives represent 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 did not relate to the periods presented 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.
26
The following tables reconcile net income (loss) before taxes to Adjusted EBITDA for the periods indicated:
| Three Months Ended | |||||||||||||||||||||||||||||
| June 30, 2025 | |||||||||||||||||||||||||||||
| Completion Fluids & Products | Water & Flowback Services | Corporate SG&A | Corporate Other | Total | |||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
| 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 percentages) | |||||||||||||||||||||||||||||
| 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 percentages) | |||||||||||||||||||||||||||||
| 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 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
27
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 on both a short-term and long-term basis. Our liquidity at the end of the second quarter was $204.5 million. Liquidity is defined as unrestricted cash plus availability of $75 million under the delayed draw from our Term Credit Agreement and availability under our credit agreements. Information about the terms and covenants of our debt agreements can be found in Note 5 - Long Term Debt and Other Borrowings.
Our consolidated sources and uses of cash are as follows:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Operating activities | $ | 52,268 | $ | 11,015 | |||||||
| Investing activities | $ | (18,275) | $ | (31,041) | |||||||
| Financing activities | $ | (4,584) | $ | 10,978 | |||||||
Operating Activities
Consolidated cash flows provided by operating activities increased compared to the first six months of 2024 primarily due to an increase in gross profit and working capital changes.
Investing Activities
Total cash capital expenditures during the first six months of 2025 were $37.4 million, which reflects increased expenditures for advancement of our Arkansas brine resource development and additions to accommodate industry-wide activity. Our Completion Fluids & Products Division spent $27.5 million on capital expenditures, including $22.0 million for our Arkansas brine resource development, including preparing the site and bromine tower for the plant. Our Water & Flowback Services Division spent $9.8 million on capital expenditures to maintain, automate and upgrade its water management and flowback equipment fleet.
Investing activities during the first six months of 2025 also included $19.0 million of proceeds from the sale of our Kodiak shares, net of broker commissions and fees.
We have rights to the brine underlying our approximately 40,000 gross acres of brine leases in the Smackover Formation in Southwest Arkansas, including rights to the bromine and lithium contained in the brine. Additional information on these resources is described in Part I, “Item 2. Properties” in our 2024 Annual Report. The extraction of lithium and bromine from these brine leases will likely require a significant amount of time and capital, which are subject to further analysis and consideration. In August 2024, we published a definitive feasibility study and updated our technical resources report with respect to bromine from our Evergreen Brine Unit. We have ongoing negotiations with various bromine providers for bridging supply agreements that, if and when finalized, will give us flexibility on the timing of a plant start-up, allowing us to accumulate additional cash from our existing base business operations. These initiatives are expected to provide us the bromine supply volumes necessary for the growing deepwater market plus the growing long-duration battery storage requirements, while deferring investments in Arkansas or scaling up our bromine production at lower levels than previously anticipated. We continue to advance our development efforts in Arkansas and we expect to complete the first phase of the project by year end, including site preparation and installation of the bromine tower.
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. If the forecasted demand for our products and services increases or decreases, or we proceed with development of brine resources in Arkansas, the amount of planned expenditures on growth and expansion may be adjusted.
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Financing Activities
Our financing activities for the first six months of 2025 include $2.1 million of capital lease payments associated with equipment leased primarily for the early production facilities in Argentina and equipment leases in the United States. 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.
For additional information on our credit agreements, see Note 5 - “Long-Term Debt and Other Borrowings” in the Notes to Consolidated Financial Statements.
Other Sources and Uses of Cash
In addition to our credit facilities, 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, 2025, the market value of our investment in Standard Lithium was $1.6 million, with no holding restrictions on our ability to monetize our interests.
In addition, we are party to agreements in which Standard Lithium has the right to explore for, 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. Standard Lithium exercised its option with respect to our Arkansas leases on October 6, 2023. On April 22, 2025, the Arkansas Oil and Gas Commission approved Standard Lithium’s SWA Lithium application to establish a unit for acreage under an option agreement between Standard Lithium, SWA Lithium and TETRA. TETRA is entitled to a 2.5% royalty on gross revenues from the lithium that Standard Lithium produces from the TETRA option acreage. In addition, TETRA maintains the rights to the bromine and other minerals extracted from the brine produced by Standard Lithium in their approved unit.
In May 2025, we filed a universal shelf Registration Statement on Form S-3 with the SEC, which 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 in unpaid aged receivables would also negatively affect our borrowing availability under the ABL Credit Agreement.
As of June 30, 2025, 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 2024 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.
29
Commitments and Contingencies
Litigation
For discussion of our legal proceedings, please see our 2024 Annual Report and Note 6 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements included in this Quarterly Report.
Long-Term Debt
For information on our credit agreements, see Note 5 - “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, as well as a sales-type lease and subleases for certain facilities. We have finance leases for certain facility storage tanks and equipment rentals. Information about the terms of our lease agreements can be found in our 2024 Annual Report.
Product and Asset Purchase Obligations
For information on product and asset purchase obligations, see Note 6 - “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 reflect our current views with respect to future events and financial performance and are based on assumptions that we believe to be reasonable, but such forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to: economic and operating conditions that are outside of our control, including the trading price of our common stock, and the supply, demand, and prices of oil and natural gas; the availability of adequate sources of capital to us; the effect of inflation on the cost of goods and services; the activity levels of our customers; our operational performance; actions taken by our customers, suppliers, competitors and third-party operators; the availability of raw materials and labor at reasonable prices; risks related to acquisitions and our growth strategy; restrictions under our debt agreements and the consequences of any failure to comply with debt covenants; the effect and results of litigation, commercial disputes, regulatory matters, settlements, audits, assessments, and contingencies; potential regulatory initiatives to restrict hydraulic fracturing activities on federal lands as well as other actions to more stringently regulate certain aspects of oil and gas development such as air emissions and water discharges; risks related to our foreign operations; risks related to our non-controlling equity investments; information and operational technology risks, including the risk of cyberattack; our health, safety and environmental performance; the effects of consolidation on our customers and competitors; global or national health concerns, including the outbreak of pandemics or epidemics such as the coronavirus (COVID-19); acts of terrorism, war or political or civil unrest in the United States or elsewhere, including the current conflict between Russia and Ukraine, the conflict in the Israel-Gaza region, heightened tensions with Iran, including the potential closure of the Strait of Hormuz, and other and continued hostilities in the Middle East, maritime piracy attacks; and statements regarding our beliefs, expectations, plans, goals, future events and performance and other statements that are not purely historical.
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These statements include statements concerning changes in general economic conditions, opportunity risks, such as the potential extraction of lithium, bromine and other minerals, including potential extraction of those minerals designated as critical minerals, from our Evergreen Brine Unit, demand therefor, or realizing industrial and other benefits expected from bromine processing; the timing and success of our bromine production wells and the construction of our bromine processing facility and related engineering activities and risks inherent in the construction of such facility, including the ability to obtain local governmental and regulatory approvals; 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; equipment supply, equipment defects and/or our ability to timely obtain equipment components; competition from existing or new competitors; and 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 control. With respect to our disclosures of measured, indicated and inferred mineral resources, including bromine, lithium carbonate equivalent concentrations, and other minerals, it is unclear whether they 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, including, for example, the development of the technology to do so successfully and economically. Therefore, investors are cautioned not to assume that all or any part of our resources can be economically or legally commercialized. In particular, investors are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally commercialized, or that it will ever be upgraded to a higher category. With respect to the Company’s disclosures of the potential joint venture for the Evergreen Brine 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.
Management believes that these forward-looking statements are reasonable as and when made. However, investors are cautioned not to place undue reliance on any such forward-looking statements. Such statements speak only as of the date on which they are made, and the Company undertakes 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, forecasts or projections. 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; 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 the other factors described in Part II, “Item 1A. Risk Factors” and elsewhere in this report and in our 2024 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 the Term Credit Agreement bear interest at a rate per annum of SOFR plus 5.75%. The Company is required to pay a commitment fee on the unutilized commitments with respect to the delayed-draw term loan at the rate of 1.5% per annum. Borrowings under our ABL Credit Agreement, if any, bear interest at an agreed-upon percentage rate spread above SOFR. Borrowings under our Swedish Credit Facility, if any, bear interest at fixed rates of 2.95%. 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. As of June 30, 2025, we had no borrowings outstanding under our ABL Credit Agreement or Swedish Credit Facility. The following table sets forth as of June 30, 2025, the principal amount due under our long-term debt obligations and the respective interest rate.
| Interest | June 30, 2025 | |||||||||||||||||||
| Scheduled Maturity | Rate | |||||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Term Credit Agreement | January 1, 2030 | 10.17% | $ | 190,000 | ||||||||||||||||
TETRA total debt | $ | 190,000 | ||||||||||||||||||
Exchange Rate Risk
We have currency exchange rate risk exposure related to revenues, expenses, operating receivables, and payables denominated in foreign currencies. We may enter into short-term 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, 2025, 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, 2025, the end of the period covered by this quarterly report.
There were no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
Note 6 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements included in this Quarterly Report.
Item 1A. Risk Factors.
Except as set forth below, 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 2024 Annual Report.
Current geopolitical events and macroeconomic conditions could adversely affect our business, financial condition and results of operations.
Demand for our services and products is particularly sensitive to the level of exploration, development, and production activity of, and the corresponding capital spending by, oil and natural gas companies. Furthermore, the industry may experience a potential shift of priorities driven by changes in the global economy, fluctuating commodity prices and evolving tariffs — all of which could impact upstream oil and gas investment and, in turn, affect demand for our products and services. The level of exploration, development, and production activity is directly affected by oil and natural gas prices, which historically have been volatile and are likely to continue to be volatile. Geopolitical events and macroeconomic conditions have contributed to oil and natural gas price volatility and are likely to continue to do so in the future. We are monitoring the military conflicts between Russia and Ukraine and Israel and Iran, as well as the related export controls and financial and economic sanctions imposed on certain industry sectors and parties involved in such conflicts. We are also monitoring the impact on the Strait of Hormuz as a result of the unrest in the Middle East. If Iran were to close the Strait of Hormuz, we would experience potential shipment delays, cost increases, among others, which could adversely affect our business. The broader consequences of the Russian-Ukrainian conflict and unrest in the Middle East, which may include further sanctions, embargoes, supply chain disruptions, regional instability and geopolitical shifts, may have adverse effects on global macroeconomic conditions, increase volatility in the price and demand for oil and natural gas, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets and limit sources of liquidity. We cannot predict the extent of the conflict’s effect on our business and results of operations as well as on the global economy and energy markets.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 2025, no director or officer of TETRA adopted terminated
33
Item 6. Exhibits.
Exhibits:
| 3.1 | |||||
| 3.2 | |||||
| 3.3 | |||||
10.1*** | |||||
10.2* *** | |||||
10.3* *** | |||||
| 31.1* | |||||
| 31.2* | |||||
| 32.1** | |||||
| 32.2** | |||||
| 101.SCH++ | XBRL Taxonomy Extension Schema Document. | ||||
| 101.CAL++ | XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
| 101.DEF++ | XBRL Taxonomy Extension Definition Linkbase Document. | ||||
| 101.LAB++ | XBRL Taxonomy Extension Label Linkbase Document. | ||||
| 101.PRE++ | XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
| 104* | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents | ||||
* Filed with this report.
** Furnished with this report.
*** Management contract or compensatory plan or arrangement.
++ Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three and six-month periods ended June 30, 2025 and 2024; (ii) Consolidated Statements of Comprehensive Income for the three and six-month periods ended June 30, 2025 and 2024; (iii) Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024; (iv) Consolidated Statements of Equity for the six-month periods ended June 30, 2025 and 2024; (v) Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2025 and 2024; and (vi) Notes to Consolidated Financial Statements for the six months ended June 30, 2025.
34
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: | July 29, 2025 | By: | /s/Brady M. Murphy | ||||||||
| Brady M. Murphy | |||||||||||
| President and Chief Executive Officer | |||||||||||
| Principal Executive Officer | |||||||||||
| Date: | July 29, 2025 | By: | /s/Elijio V. Serrano | ||||||||
| Elijio V. Serrano | |||||||||||
| Senior Vice President and Chief Financial Officer | |||||||||||
Principal Financial Officer and Principal Accounting Officer | |||||||||||
35
Exhibit 10.2
TETRA TECHNOLOGIES, INC.
THIRD AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN
THIRD AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT
GRANT NOTICE
GRANT NOTICE
Pursuant to the TETRA Technologies, Inc. Third Amended and Restated 2018 Equity Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), TETRA Technologies, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) an award of Restricted Stock Units (the “Award”), as described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice shall have the meanings given to them in the Agreement, and if not defined in the Agreement, the meanings given to them in the Plan.
Participant: | |||||
Grant Date: | |||||
Number of Restricted Stock Units: | |||||
Vesting Schedule: | |||||
By electronically acknowledging and accepting this Award, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement effective as of the Grant Date. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entireties, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice, and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. Participant agrees that the Grant Notice, the Agreement and the Plan constitute the entire agreement with respect to the Award, and except as set forth therein, may not be modified except by means of a writing signed by the Company and Participant.
TETRA Technologies, Inc.: Participant:
By:
Name: Name:
Title:
4897-6305-2349v.3
EXHIBIT A
RESTRICTED STOCK UNIT AWARD AGREEMENT
Article I.
GENERAL
GENERAL
1.01Grant of RSUs.
(a)The Company hereby grants the number of Restricted Stock Units to the Participant as specified in the Grant Notice (the “RSUs”), effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”).
(b)Each RSU shall initially represent an unfunded, unsecured right to receive one share of the Company’s Common Stock (“Share”) or cash in lieu thereof pursuant to the terms and conditions of the Plan and this Agreement. As a holder of RSUs, the Participant has only the rights of a general unsecured creditor of the Company, unless and until settlement of the RSUs.
1.02Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any Share that may become deliverable hereunder unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or the Agreement (including Section 1.03).
1.03Dividend Equivalents. Notwithstanding anything to the contrary contained herein, each RSU subject to this Award is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the settlement or the forfeiture of the RSU to which the Dividend Equivalent corresponds. Each vested Dividend Equivalent entitles the Participant to receive payments, if any dividends are declared, subject to and in accordance with the Agreement, in an amount equal to any dividends paid by the Company in respect of the Share underlying the RSU to which such Dividend Equivalent relates. The Company shall establish, with respect to each RSU, a separate bookkeeping account for such RSU (an “Account”), which shall be credited (without interest) on the applicable dividend payment dates with an amount equal to any dividends paid during the period that such RSU remains outstanding with respect to the Share underlying the RSU to which such Dividend Equivalent relates. Upon the date that the RSU becomes vested, the Dividend Equivalent (and the Account) with respect to such vested RSU shall become vested. Similarly, upon the forfeiture of a RSU, the Dividend Equivalent (and the Account) with respect to such forfeited RSU shall also be forfeited. Dividend Equivalents shall not entitle the Participant to any payments relating to dividends paid after the earlier to occur of the date that the applicable vested RSU is settled in accordance with Section 2.03 or the forfeiture of the RSU underlying such Dividend Equivalent. Payments with respect to vested Dividend Equivalents shall be made as soon as practicable, and within thirty (30) days, after the date that such Dividend Equivalent vests. The Participant shall not be entitled to receive any interest with respect to the payment of Dividend Equivalents.
1.04Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, each of which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control and govern.
1.05Defined Terms. Capitalized terms not specifically defined in this Agreement shall have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
Article II.
VESTING, FORFEITURE, AND SETTLEMENT OF RSUS
VESTING, FORFEITURE, AND SETTLEMENT OF RSUS
2.01Vesting of RSUs. Subject to the terms and conditions of the Plan and this Agreement, the RSUs will become vested (“Vested RSUs”) according to the Vesting Schedule in the Grant Notice (the “Vesting Schedule”), except that any fraction of a RSU which would be vested will be accumulated and will vest only when a whole Vested RSU has accumulated.
2.02Forfeiture. In the event Participant ceases to be a Service Provider for any reason (voluntary or involuntary), Participant will immediately and automatically forfeit to the Company any RSUs that are not Vested RSUs (the “Unvested RSUs”) and any related Dividend Equivalents at the time Participant ceases to be a Service Provider, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company. Upon forfeiture of Unvested RSUs, the Participant will have no further rights with respect to the Unvested RSUs and any related Dividend Equivalents.
2.03Settlement of RSUs. Settlement of each Vested RSU, together with any related Dividend Equivalents, shall be in cash or Shares, or any combination thereof, as determined by the Administrator. If settled in Shares, each Vested RSU and related Dividend Equivalent subject to such Share settlement shall represent the right to receive one Share. If settled in cash, each Vested RSU and related Dividend Equivalent subject to such cash settlement shall represent the right to receive cash in an amount equal to the Fair Market Value of a Share on the date of vesting. Any Shares delivered to or on behalf of Participant in exchange for Vested RSUs and related Dividend Equivalents shall (i) be delivered on or prior to the Settlement Date (as herein defined) following the Vesting Date and (ii) be subject to any further transfer or other restrictions as may be required by securities law or other applicable law as determined by the Company. Any settlement in cash shall be made on or prior to the Settlement Date. For purpose of this Agreement, the “Settlement Date” shall be any business day within the thirty (30) calendar day period following each Vesting Date.
Article III.[]
TAXATION AND TAX WITHHOLDING
TAXATION AND TAX WITHHOLDING
3.01Representation. Participant represents to the Company that Participant has had the opportunity to review with Participant’s own tax advisors the tax consequences of the RSUs and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.
3.02Tax Withholding.
(a)Prior to the settlement of any Vested RSUs hereunder, Participant must make arrangements acceptable to the Administrator for the satisfaction of any non-U.S., U.S.-federal, U.S.-state, or local income and employment tax withholding obligations arising in connection with the Award. At such time, Participant shall deliver to Company the sum that the Company
requires to meet its tax withholding obligations under applicable law or regulation, and, if Participant fails to do so, Company is authorized, but not obligated, to (1) withhold from any cash or other remuneration (including any Shares), then or thereafter payable to Participant, any tax required to be withheld; or (2) sell such number of Shares before their transfer to Participant as is appropriate to satisfy such tax withholding requirements, before transferring the resulting net number of Shares to Participant in satisfaction of its obligations under this Agreement.
(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or settlement of the RSUs or the subsequent sale of any Shares by Participant. The Company and the Subsidiaries do not commit to, and are under no obligation to structure this Award to, reduce or eliminate Participant’s tax liability.
Article IV.
OTHER PROVISIONS
OTHER PROVISIONS
4.01Adjustments. Participant acknowledges that the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.02Limited Transferability. The RSUs may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution or pursuant to a qualified domestic relations order.
4.03Regulatory Restrictions on Shares. Notwithstanding the other provisions of this Agreement, if at any time the Administrator determines, in its sole discretion, that the listing, registration or qualification of Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of any Shares hereunder to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company shall be under no obligation to Participant to (i) register for offering or resale, (ii) qualify for exemption under federal securities law, (iii) register or qualify under the laws of any state or foreign jurisdiction, any Shares, security or interest in a security paid or issued under, or created by, the Plan, or (iv) continue in effect any such registrations or qualifications if made. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary or appropriate to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority has not been obtained.
4.04Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary in order to conform to Applicable Laws.
4.05Participant’s Representations. Notwithstanding any of the provisions hereof, Participant hereby agrees that (i) Participant will not acquire any Shares and (ii) the Company will not be obligated to issue any Shares to Participant hereunder, unless and until the issuance and delivery of such
Shares complies with Applicable Laws. Any determination in this connection by the Administrator shall be final, binding, and conclusive. The obligations of the Company and the rights of Participant are subject to all Applicable Laws.
4.06Investment Representations. Unless the Shares are issued to Participant in a transaction registered under applicable federal and state securities laws, Participant represents and warrants to the Company that all Shares which may be received hereunder will be acquired by Participant for investment purposes for his or her own account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Shares are issued to Participant in a transaction registered under the applicable federal and state securities laws, at the option of the Company, (i) a stop-transfer order against the Shares may be placed on the official stock books and records of the Company or at the transfer agent, and (ii) a legend indicating that such Shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on a stock certificates to ensure exemption from registration. The Company may require such other action or agreement by Participant as may from time to time be necessary or appropriate to comply with the federal, state and foreign securities laws or other Applicable Laws.
4.07Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the Participant.
4.08Delivery of Documents and Notices.
(a)Address for Notices. Any document relating to participation in the Plan, or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, electronic delivery at the electronic mail address, if any, provided for the Participant by the Company, or, upon deposit in the U.S. Post Office, by registered or certified mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the Company in care of its Corporate Secretary at 24955 Interstate 45 North, The Woodlands, Texas 77380, and to the Participant at the address appearing on the employment records of the Company, or at such other address as such party may designate in writing from time to time to the other party.
(b)Description of Electronic Delivery. The Plan documents including, but not limited to, the Plan, the Grant Notice, this Agreement, prospectuses, account statements, any reports of the Company provided generally to the Company’s stockholders, and all other forms of communication may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or such other means of electronic delivery specified by the Company.
(c)Consent to Electronic Delivery; Electronic Signature. The Participant acknowledges that the Participant has read this Section 4.08 and consents to the electronic delivery of the
Plan documents as described in Section 4.08(b). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third-party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may change the electronic mail address to which such documents are to be delivered at any time by notifying the Company of such revoked consent or revised electronic mail address by telephone, postal service or electronic mail. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such document that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.
4.09Administrator Authority; Decisions Conclusive and Binding. Participant hereby (i) acknowledges that a copy of the Plan has been made available for his or her review by the Company, (ii) represents that he or she is familiar with the terms and provisions thereof, and (iii) accepts the Award subject to all the terms and provisions thereof. The Administrator will have the power to (x) interpret this Agreement, the Grant Notice and the Plan, (y) adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith, and (z) interpret or revoke any such rules. Participant hereby agrees to accept as binding, conclusive, and final all decisions of the Administrator upon any questions arising under the Plan, this Agreement or the Grant Notice.
4.10Claims. Participant’s sole remedy for any Claim (as defined below) shall be against the Company, and Participant shall not have any claim or right of any nature against any Parent, Subsidiary or affiliate of the Company, or any existing or former stockholder, director, officer or employee of the Company or any Parent, Subsidiary or affiliate of the Company. The foregoing individuals and entities (other than the Company) shall be third-party beneficiaries of this Agreement for purposes of enforcing the terms of this Section 4.10. The term “Claim” means any claim, liability or obligation of any nature, arising out of or relating to this Agreement, the Grant Notice or the Plan, or an alleged breach of this Agreement, the Grant Notice or the Plan.
4.11Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement and the Grant Notice. Each party to this Agreement and the Grant Notice acknowledges that (i) no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement, the Grant Notice or the Plan, and (ii) any agreement, statement, or promise that is not contained in this Agreement, the Grant Notice or the Plan shall not be valid or binding or of any force or effect.
4.12Severability. Notwithstanding any contrary provision of the Grant Notice or this Agreement to the contrary, if any one or more of the provisions (or any part thereof) of the Grant Notice or this Agreement shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the
remaining provisions (or any part thereof) of the Grant Notice or this Agreement, as applicable, shall not in any way be affected or impaired thereby.
4.13Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. Neither the Plan nor any underlying program, in and of itself, has any assets.
4.14Compensation Recoupment. The Award (and all Shares thereunder) are subject to the Company’s ability to recover incentive-based compensation from Participant, as is or may be required by the provisions of (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act or any regulations or rules promulgated thereunder, (ii) any other clawback provision required by applicable law or the listing standards of any applicable stock exchange or national market system, (iii) any clawback policies adopted by the Company to implement any such requirements, or (iv) any other compensation recovery policies as may be adopted from time to time by the Company including, as applicable, the Executive Incentive Compensation Recoupment Policy, as it may be amended, all to the extent determined by the Administrator in its discretion to be applicable to Participant.
4.15No Effect on Employment or Service Relationship. Nothing in the Plan, the Grant Notice or this Agreement (i) confers upon Participant any right to continue as a Service Provider of the Company or any Subsidiary or (ii) interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, and with or without notice, except to the extent expressly provided otherwise in a written agreement between the Company (or a Subsidiary) and Participant.
4.16Construction. Headings in this Agreement are included for convenience and shall not be considered in the interpretation of this Agreement. Pronouns shall be construed to include the masculine, feminine, neutral, singular or plural as the identity of the antecedent may require. This Agreement shall be construed according to its fair meaning and shall not be strictly construed against the Company.
4.17Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of an electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
4.18Modification. No change or modification of this Agreement or the Grant Notice shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties; provided, however, that the Company may change or modify this Agreement or the Grant Notice without Participant’s consent or signature if the Administrator determines, in its sole discretion, that such change or modification is necessary or appropriate for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.
4.19Data Privacy. Participant hereby acknowledges that Participant’s personal data as described in this Agreement and any other Award materials may be collected, used and/or transferred in
electronic or other form by and among, as applicable, the Company and its Subsidiaries, for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that the Company may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social security number or other identification number, compensation, nationality, job title, any shares or directorships held in the Company, details of all Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (individually and collectively, “Data”).
Participant understands that Data will be transferred to third parties as may be selected by the Company to assist the Company with the implementation, administration and management of the Plan. In addition, Data may be transferred to the trustee of any trust established in connection with the Plan. Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Participant’s country. If Participant resides outside the United States, Participant understands that Participant may request a list with the names and addresses of any potential recipients of Data by contacting the Company’s Corporate Secretary in The Woodlands, Texas. Participant authorizes the Company and such other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. If Participant resides outside the United States, Participant understands that Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Corporate Secretary in The Woodlands, Texas.
4.20Section 409A Compliance. It is the intention of the Parties that this Agreement is written and administered, and will be interpreted and construed, in a manner such that no amount under this Agreement becomes subject to (i) gross income inclusion under Code Section 409A or (ii) interest and additional tax under Code Section 409A (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of the Section 409A Penalties. Accordingly, the Participant consents to any amendment of this Agreement which the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, the Participant a copy of such amendment. Further, to the extent that any terms of the Agreement are ambiguous, such terms shall be interpreted as necessary to comply with, or an exemption under, Code Section 409A when applicable. Under no circumstances will the Company have any liability for any violation of Code Section 409A.
[End.]
Exhibit 10.3
TETRA TECHNOLOGIES, INC.
THIRD AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN
THIRD AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT
GRANT NOTICE
GRANT NOTICE
Pursuant to the TETRA Technologies, Inc. Third Amended and Restated 2018 Equity Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), TETRA Technologies, Inc., a Delaware corporation (the “Company”), has granted to the Outside Director listed below (“Participant”) an award of Restricted Stock Units (the “Award”), as described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice shall have the meanings given to them in the Agreement, and if not defined in the Agreement, the meanings given to them in the Plan.
Participant: | |||||
Grant Date: | |||||
Number of Restricted Stock Units: | |||||
Vesting Schedule: | |||||
By electronically acknowledging and accepting this Award, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement effective as of the Grant Date. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entireties, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice, and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. Participant agrees that the Grant Notice, the Agreement and the Plan constitute the entire agreement with respect to the Award, and except as set forth therein, may not be modified except by means of a writing signed by the Company and Participant.
TETRA Technologies, Inc.: Participant:
By:
Name: Name:
Title:
EXHIBIT A
RESTRICTED STOCK UNIT AWARD AGREEMENT
Article I.
GENERAL
GENERAL
1.01Grant of RSUs.
(a)The Company hereby grants the number of Restricted Stock Units to the Participant as specified in the Grant Notice (the “RSUs”), effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”).
(b)Each RSU shall initially represent an unfunded, unsecured right to receive one share of the Company’s Common Stock (“Share”) or cash in lieu thereof pursuant to the terms and conditions of the Plan and this Agreement. As a holder of RSUs, the Participant has only the rights of a general unsecured creditor of the Company, unless and until settlement of the RSUs.
1.02Rights as a Stockholder. The Participant shall have no rights as a stockholder of the Company with respect to any Share that may become deliverable hereunder unless and until the Participant has become the holder of record of such Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or the Agreement (including Section 1.03).
1.03Dividend Equivalents. Notwithstanding anything to the contrary contained herein, each RSU subject to this Award is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the settlement or the forfeiture of the RSU to which the Dividend Equivalent corresponds. Each vested Dividend Equivalent entitles the Participant to receive payments, if any dividends are declared, subject to and in accordance with the Agreement, in an amount equal to any dividends paid by the Company in respect of the Share underlying the RSU to which such Dividend Equivalent relates. The Company shall establish, with respect to each RSU, a separate bookkeeping account for such RSU (an “Account”), which shall be credited (without interest) on the applicable dividend payment dates with an amount equal to any dividends paid during the period that such RSU remains outstanding with respect to the Share underlying the RSU to which such Dividend Equivalent relates. Upon the date that the RSU becomes vested, the Dividend Equivalent (and the Account) with respect to such vested RSU shall become vested. Similarly, upon the forfeiture of a RSU, the Dividend Equivalent (and the Account) with respect to such forfeited RSU shall also be forfeited. Dividend Equivalents shall not entitle the Participant to any payments relating to dividends paid after the earlier to occur of the date that the applicable vested RSU is settled in accordance with Section 2.03 or the forfeiture of the RSU underlying such Dividend Equivalent. Payments with respect to vested Dividend Equivalents shall be made as soon as practicable, and within thirty (30) days, after the date that such Dividend Equivalent vests. The Participant shall not be entitled to receive any interest with respect to the payment of Dividend Equivalents.
1.04Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, each of which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control and govern.
1.05Defined Terms. Capitalized terms not specifically defined in this Agreement shall have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
Article II.
VESTING, FORFEITURE, AND SETTLEMENT OF RSUS
VESTING, FORFEITURE, AND SETTLEMENT OF RSUS
2.01Vesting of RSUs. Subject to the terms and conditions of the Plan and this Agreement, the RSUs will become vested (“Vested RSUs”) according to the Vesting Schedule in the Grant Notice (the “Vesting Schedule”), except that any fraction of a RSU which would be vested will be accumulated and will vest only when a whole Vested RSU has accumulated.
2.02Forfeiture. In the event Participant ceases to be an Outside Director for any reason (voluntary or involuntary), Participant will immediately and automatically forfeit to the Company any RSUs that are not Vested RSUs (the “Unvested RSUs”) and any related Dividend Equivalents at the time Participant ceases to be an Outside Director, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company. Upon forfeiture of Unvested RSUs, the Participant will have no further rights with respect to the Unvested RSUs and any related Dividend Equivalents.
2.03Settlement of RSUs. Settlement of each Vested RSU, together with any related Dividend Equivalents shall be in cash or Shares, or any combination thereof, as determined by the Administrator. If settled in Shares, each Vested RSU and related Dividend Equivalent subject to such Share settlement shall represent the right to receive one Share. If settled in cash, each Vested RSU and related Dividend Equivalent subject to such cash settlement shall represent the right to receive cash in an amount equal to the Fair Market Value of a Share on the date of vesting. Shares delivered to or on behalf of Participant in exchange for Vested RSUs and related Dividend Equivalents shall (i) be delivered on or prior to the Settlement Date (as herein defined) following the Vesting Date and (ii) be subject to any further transfer or other restrictions as may be required by securities law or other applicable law as determined by the Company. Any settlement in cash shall be made on or prior to the Settlement Date. For purpose of this Agreement, the “Settlement Date” shall be any business day within the thirty (30) calendar day period following each Vesting Date.
Article III.
TAXATION
TAXATION
3.01Representation. Participant represents to the Company that Participant has had the opportunity to review with Participant’s own tax advisors the tax consequences of the RSUs and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant acknowledges that the Company does not have any tax withholding obligations with respect to the RSUs or upon vesting thereof.
Article IV.
OTHER PROVISIONS
OTHER PROVISIONS
4.01Adjustments. Participant acknowledges that the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.
4.02Limited Transferability. The RSUs may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution or pursuant to a qualified domestic relations order.
4.03Regulatory Restrictions on Shares. Notwithstanding the other provisions of this Agreement, if at any time the Administrator determines, in its sole discretion, that the listing, registration or qualification of Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of any Shares hereunder to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company shall be under no obligation to Participant to (i) register for offering or resale, (ii) qualify for exemption under federal securities law, (iii) register or qualify under the laws of any state or foreign jurisdiction, any Shares, security or interest in a security paid or issued under, or created by, the Plan, or (iv) continue in effect any such registrations or qualifications if made. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary or appropriate to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority has not been obtained.
4.04Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary in order to conform to Applicable Laws.
4.05Participant’s Representations. Notwithstanding any of the provisions hereof, Participant hereby agrees that (i) Participant will not acquire any Shares and (ii) the Company will not be obligated to issue any Shares to Participant hereunder, unless and until the issuance and delivery of such Shares complies with Applicable Laws. Any determination in this connection by the Administrator shall be final, binding, and conclusive. The obligations of the Company and the rights of Participant are subject to all Applicable Laws.
4.06Investment Representations. Unless the Shares are issued to Participant in a transaction registered under applicable federal and state securities laws, Participant represents and warrants to the Company that all Shares which may be received hereunder will be acquired by Participant for investment purposes for his or her own account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Shares are issued to Participant in a transaction registered under the applicable federal and state securities laws, at the option of the Company, (i) a stop-transfer order against the Shares may be placed on the official stock books and records of the Company or at the transfer agent, and (ii) a legend indicating that such Shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on a stock certificates to ensure exemption from registration. The Company may require such other action or
agreement by Participant as may from time to time be necessary or appropriate to comply with the federal, state and foreign securities laws or other Applicable Laws.
4.07Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the Participant.
4.08Delivery of Documents and Notices.
(a)Address for Notices. Any document relating to participation in the Plan, or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, electronic delivery at the electronic mail address, if any, provided for the Participant by the Company, or, upon deposit in the U.S. Post Office, by registered or certified mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the Company in care of its Corporate Secretary at 24955 Interstate 45 North, The Woodlands, Texas 77380, and to the Participant at the address appearing on the employment records of the Company, or at such other address as such party may designate in writing from time to time to the other party.
(b)Description of Electronic Delivery. The Plan documents including, but not limited to, the Plan, the Grant Notice, this Agreement, prospectuses, account statements, any reports of the Company provided generally to the Company’s stockholders, and all other forms of communication may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or such other means of electronic delivery specified by the Company.
(c)Consent to Electronic Delivery; Electronic Signature. The Participant acknowledges that the Participant has read this Section 4.08 and consents to the electronic delivery of the Plan documents as described in Section 4.08(b). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third-party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may change the electronic mail address to which such documents are to be delivered at any time by notifying the Company of such revoked consent or revised electronic mail address by telephone, postal service or electronic mail. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such document that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.
4.09Administrator Authority; Decisions Conclusive and Binding. Participant hereby (i) acknowledges that a copy of the Plan has been made available for his or her review by the Company,
(ii) represents that he or she is familiar with the terms and provisions thereof, and (iii) accepts the Award subject to all the terms and provisions thereof. The Administrator will have the power to (x) interpret this Agreement, the Grant Notice and the Plan, (y) adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith, and (z) interpret or revoke any such rules. Participant hereby agrees to accept as binding, conclusive, and final all decisions of the Administrator upon any questions arising under the Plan, this Agreement or the Grant Notice.
4.10Claims. Participant’s sole remedy for any Claim (as defined below) shall be against the Company, and Participant shall not have any claim or right of any nature against any Parent, Subsidiary or affiliate of the Company, or any existing or former stockholder, director, officer or employee of the Company or any Parent, Subsidiary or affiliate of the Company. The foregoing individuals and entities (other than the Company) shall be third-party beneficiaries of this Agreement for purposes of enforcing the terms of this Section 4.10. The term “Claim” means any claim, liability or obligation of any nature, arising out of or relating to this Agreement, the Grant Notice or the Plan, or an alleged breach of this Agreement, the Grant Notice or the Plan.
4.11Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement and the Grant Notice. Each party to this Agreement and the Grant Notice acknowledges that (i) no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement, the Grant Notice or the Plan, and (ii) any agreement, statement, or promise that is not contained in this Agreement, the Grant Notice or the Plan shall not be valid or binding or of any force or effect.
4.12Severability. Notwithstanding any contrary provision of the Grant Notice or this Agreement to the contrary, if any one or more of the provisions (or any part thereof) of the Grant Notice or this Agreement shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of the Grant Notice or this Agreement, as applicable, shall not in any way be affected or impaired thereby.
4.13Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. Neither the Plan nor any underlying program, in and of itself, has any assets.
4.14Compensation Recoupment. The Award (and all Shares thereunder) are subject to the Company’s ability to recover incentive-based compensation from Participant, as is or may be required by the provisions of (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act or any regulations or rules promulgated thereunder, (ii) any other clawback provision required by applicable law or the listing standards of any applicable stock exchange or national market system, (iii) any clawback policies adopted by the Company to implement any such requirements, or (iv) any other compensation recovery policies as may be adopted from time to time by the Company including, as applicable, the Executive
Incentive Compensation Recoupment Policy, as it may be amended, all to the extent determined by the Administrator in its discretion to be applicable to Participant.
4.15No Effect on Directorship. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue as an Outside Director of the Company.
4.16Construction. Headings in this Agreement are included for convenience and shall not be considered in the interpretation of this Agreement. Pronouns shall be construed to include the masculine, feminine, neutral, singular or plural as the identity of the antecedent may require. This Agreement shall be construed according to its fair meaning and shall not be strictly construed against the Company.
4.17Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of an electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.
4.18Modification. No change or modification of this Agreement or the Grant Notice shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties; provided, however, that the Company may change or modify this Agreement or the Grant Notice without Participant’s consent or signature if the Administrator determines, in its sole discretion, that such change or modification is necessary or appropriate for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.
4.19Section 409A Compliance. It is the intention of the Parties that this Agreement is written and administered, and will be interpreted and construed, in a manner such that no amount under this Agreement becomes subject to (i) gross income inclusion under Code Section 409A or (ii) interest and additional tax under Code Section 409A (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of the Section 409A Penalties. Accordingly, the Participant consents to any amendment of this Agreement which the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, the Participant a copy of such amendment. Further, to the extent that any terms of the Agreement are ambiguous, such terms shall be interpreted as necessary to comply with, or an exemption under, Code Section 409A when applicable. Under no circumstances will the Company have any liability for any violation of Code Section 409A.
[End.]
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, 2025, 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: | July 29, 2025 | /s/Brady M. Murphy | ||||||
| Brady M. Murphy | ||||||||
| President and | ||||||||
| Chief Executive Officer | ||||||||
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, 2025, 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: | July 29, 2025 | /s/Elijio V. Serrano | ||||||
| Elijio V. Serrano | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
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, 2025 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: | July 29, 2025 | /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.
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, 2025 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: | July 29, 2025 | /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.