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Share Name | Share Symbol | Market | Type |
---|---|---|---|
TETRA Technologies | NYSE:TTI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.22 | -4.88% | 4.29 | 4.50 | 4.29 | 4.46 | 1,609,452 | 20:45:47 |
Delaware
|
74-2148293
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
|
|
24955 Interstate 45 North
|
|
The Woodlands, Texas
|
77380
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer [ ]
|
Accelerated filer [ X ]
|
Non-accelerated filer [ ]
|
Smaller reporting company [ ]
|
Emerging growth company [ ]
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock
|
TTI
|
New York Stock Exchange
|
TETRA Technologies, Inc. and Subsidiaries
|
|
Table of Contents
|
|
|
Page
|
PART I—FINANCIAL INFORMATION
|
|
|
|
|
|
PART II—OTHER INFORMATION
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Revenues:
|
|
|
|
||||
Product sales
|
$
|
91,781
|
|
|
$
|
75,953
|
|
Services
|
151,947
|
|
|
123,428
|
|
||
Total revenues
|
243,728
|
|
|
199,381
|
|
||
Cost of revenues:
|
|
|
|
||||
Cost of product sales
|
74,588
|
|
|
60,214
|
|
||
Cost of services
|
102,156
|
|
|
84,743
|
|
||
Depreciation, amortization, and accretion
|
30,628
|
|
|
26,441
|
|
||
Impairments and other charges
|
146
|
|
|
—
|
|
||
Total cost of revenues
|
207,518
|
|
|
171,398
|
|
||
Gross profit
|
36,210
|
|
|
27,983
|
|
||
General and administrative expense
|
34,277
|
|
|
30,803
|
|
||
Interest expense, net
|
18,379
|
|
|
14,973
|
|
||
Warrants fair value adjustment (income) expense
|
407
|
|
|
(1,994
|
)
|
||
CCLP Series A Preferred Units fair value adjustment (income) expense
|
1,163
|
|
|
1,358
|
|
||
Other (income) expense, net
|
(951
|
)
|
|
2,776
|
|
||
Loss before taxes and discontinued operations
|
(17,065
|
)
|
|
(19,933
|
)
|
||
Provision for income taxes
|
1,609
|
|
|
1,124
|
|
||
Loss before discontinued operations
|
(18,674
|
)
|
|
(21,057
|
)
|
||
Discontinued operations:
|
|
|
|
||||
Loss from discontinued operations (including 2018 loss on disposal of $31.5 million), net of taxes
|
(426
|
)
|
|
(41,706
|
)
|
||
Net loss
|
(19,100
|
)
|
|
(62,763
|
)
|
||
Less: loss attributable to noncontrolling interest
|
8,262
|
|
|
9,115
|
|
||
Net loss attributable to TETRA stockholders
|
$
|
(10,838
|
)
|
|
$
|
(53,648
|
)
|
Basic net loss per common share:
|
|
|
|
||||
Loss before discontinued operations attributable to TETRA stockholders
|
$
|
(0.09
|
)
|
|
$
|
(0.10
|
)
|
Loss from discontinued operations attributable to TETRA stockholders
|
$
|
0.00
|
|
|
$
|
(0.36
|
)
|
Net loss attributable to TETRA stockholders
|
$
|
(0.09
|
)
|
|
$
|
(0.46
|
)
|
Average shares outstanding
|
125,681
|
|
|
117,598
|
|
||
Diluted net loss per common share:
|
|
|
|
||||
Loss before discontinued operations attributable to TETRA stockholders
|
$
|
(0.09
|
)
|
|
$
|
(0.10
|
)
|
Loss from discontinued operations attributable to TETRA stockholders
|
$
|
0.00
|
|
|
$
|
(0.36
|
)
|
Net loss attributable to TETRA stockholders
|
$
|
(0.09
|
)
|
|
$
|
(0.46
|
)
|
Average diluted shares outstanding
|
125,681
|
|
|
117,598
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net loss
|
$
|
(19,100
|
)
|
|
$
|
(62,763
|
)
|
Foreign currency translation adjustment, net of taxes of $0 in 2019 and 2018
|
(406
|
)
|
|
1,283
|
|
||
Comprehensive loss
|
(19,506
|
)
|
|
(61,480
|
)
|
||
Less: Comprehensive loss attributable to noncontrolling interest
|
8,086
|
|
|
9,500
|
|
||
Comprehensive loss attributable to TETRA stockholders
|
$
|
(11,420
|
)
|
|
$
|
(51,980
|
)
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(Unaudited)
|
|
|
|
|||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
36,868
|
|
|
$
|
40,038
|
|
Restricted cash
|
65
|
|
|
64
|
|
||
Trade accounts receivable, net of allowances of $1,651 in 2019 and $2,583 in 2018
|
183,646
|
|
|
187,592
|
|
||
Inventories
|
156,628
|
|
|
143,571
|
|
||
Assets of discontinued operations
|
1,422
|
|
|
1,354
|
|
||
Notes receivable
|
7,586
|
|
|
7,544
|
|
||
Prepaid expenses and other current assets
|
24,078
|
|
|
20,528
|
|
||
Total current assets
|
410,293
|
|
|
400,691
|
|
||
Property, plant, and equipment:
|
|
|
|
|
|
||
Land and building
|
78,183
|
|
|
78,746
|
|
||
Machinery and equipment
|
1,286,832
|
|
|
1,265,732
|
|
||
Automobiles and trucks
|
35,519
|
|
|
35,568
|
|
||
Chemical plants
|
189,522
|
|
|
188,641
|
|
||
Construction in progress
|
49,540
|
|
|
44,419
|
|
||
Total property, plant, and equipment
|
1,639,596
|
|
|
1,613,106
|
|
||
Less accumulated depreciation
|
(778,647
|
)
|
|
(759,175
|
)
|
||
Net property, plant, and equipment
|
860,949
|
|
|
853,931
|
|
||
Other assets:
|
|
|
|
|
|
||
Goodwill
|
25,859
|
|
|
25,859
|
|
||
Patents, trademarks and other intangible assets, net of accumulated amortization of $82,634 in 2019 and $80,401 in 2018
|
80,293
|
|
|
82,184
|
|
||
Deferred tax assets, net
|
13
|
|
|
13
|
|
||
Operating lease right-of-use assets
|
60,149
|
|
|
—
|
|
||
Other assets
|
21,969
|
|
|
22,849
|
|
||
Total other assets
|
188,283
|
|
|
130,905
|
|
||
Total assets
|
$
|
1,459,525
|
|
|
$
|
1,385,527
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(Unaudited)
|
|
|
|
|||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Trade accounts payable
|
$
|
88,223
|
|
|
$
|
80,279
|
|
Unearned income
|
50,379
|
|
|
26,695
|
|
||
Accrued liabilities and other
|
77,107
|
|
|
89,232
|
|
||
Liabilities of discontinued operations
|
3,529
|
|
|
4,145
|
|
||
Total current liabilities
|
219,238
|
|
|
200,351
|
|
||
Long-term debt, net
|
845,843
|
|
|
815,560
|
|
||
Deferred income taxes
|
3,456
|
|
|
3,242
|
|
||
Asset retirement obligations
|
12,331
|
|
|
12,202
|
|
||
CCLP Series A Preferred Units
|
18,278
|
|
|
27,019
|
|
||
Warrants liability
|
2,480
|
|
|
2,073
|
|
||
Operating lease liabilities
|
49,632
|
|
|
—
|
|
||
Other liabilities
|
8,157
|
|
|
12,331
|
|
||
Total long-term liabilities
|
940,177
|
|
|
872,427
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||
TETRA stockholders' equity:
|
|
|
|
|
|
||
Common stock, par value $0.01 per share; 250,000,000 shares authorized at March 31, 2019 and December 31, 2018; 128,412,688 shares issued at March 31, 2019 and 128,455,134 shares issued at December 31, 2018
|
1,284
|
|
|
1,285
|
|
||
Additional paid-in capital
|
462,241
|
|
|
460,680
|
|
||
Treasury stock, at cost; 2,785,981 shares held at March 31, 2019, and 2,717,569 shares held at December 31, 2018
|
(19,105
|
)
|
|
(18,950
|
)
|
||
Accumulated other comprehensive income (loss)
|
(52,245
|
)
|
|
(51,663
|
)
|
||
Retained deficit
|
(225,947
|
)
|
|
(217,952
|
)
|
||
Total TETRA stockholders' equity
|
166,228
|
|
|
173,400
|
|
||
Noncontrolling interests
|
133,882
|
|
|
139,349
|
|
||
Total equity
|
300,110
|
|
|
312,749
|
|
||
Total liabilities and equity
|
$
|
1,459,525
|
|
|
$
|
1,385,527
|
|
|
Common Stock
Par Value
|
|
Additional Paid-In
Capital
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
Retained
Earnings
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||||||||||
|
|
|
|
Currency
Translation
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2018
|
$
|
1,285
|
|
|
$
|
460,680
|
|
|
$
|
(18,950
|
)
|
|
$
|
(51,663
|
)
|
|
$
|
(217,952
|
)
|
|
$
|
139,349
|
|
|
$
|
312,749
|
|
Net loss for first quarter 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,838
|
)
|
|
(8,262
|
)
|
|
(19,100
|
)
|
|||||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
(582
|
)
|
|
—
|
|
|
176
|
|
|
(406
|
)
|
|||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,506
|
)
|
|||||||
Distributions to public unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(307
|
)
|
|
(307
|
)
|
|||||||
Equity award activity
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Treasury stock activity, net
|
—
|
|
|
—
|
|
|
(155
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(155
|
)
|
|||||||
Equity compensation expense
|
—
|
|
|
1,628
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
311
|
|
|
1,939
|
|
|||||||
Conversions of CCLP Series A Preferred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,539
|
|
|
2,539
|
|
|||||||
Cumulative effect adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,843
|
|
|
—
|
|
|
2,843
|
|
|||||||
Other
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76
|
|
|
9
|
|
|||||||
Balance at March 31, 2019
|
$
|
1,284
|
|
|
$
|
462,241
|
|
|
$
|
(19,105
|
)
|
|
$
|
(52,245
|
)
|
|
$
|
(225,947
|
)
|
|
$
|
133,882
|
|
|
$
|
300,110
|
|
|
Common Stock
Par Value
|
|
Additional Paid-In
Capital
|
|
Treasury
Stock
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
Retained
Earnings
|
|
Noncontrolling
Interest
|
|
Total
Equity
|
||||||||||||||
|
|
|
|
Currency
Translation
|
|
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at December 31, 2017
|
$
|
1,185
|
|
|
$
|
425,648
|
|
|
$
|
(18,651
|
)
|
|
$
|
(43,767
|
)
|
|
$
|
(156,335
|
)
|
|
$
|
144,481
|
|
|
$
|
352,561
|
|
Net loss for first quarter 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,648
|
)
|
|
(9,115
|
)
|
|
(62,763
|
)
|
|||||||
Translation adjustment, net of taxes of $0
|
—
|
|
|
—
|
|
|
—
|
|
|
1,668
|
|
|
—
|
|
|
(385
|
)
|
|
1,283
|
|
|||||||
Comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,480
|
)
|
|||||||
Distributions to public unitholders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,358
|
)
|
|
(4,358
|
)
|
|||||||
Equity award activity
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
Treasury stock activity, net
|
—
|
|
|
—
|
|
|
(170
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(170
|
)
|
|||||||
Issuance of common stock for business combination
|
77
|
|
|
28,135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,212
|
|
|||||||
Equity compensation expense
|
—
|
|
|
1,434
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(655
|
)
|
|
779
|
|
|||||||
Conversions of CCLP Series A Preferred
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,103
|
|
|
10,103
|
|
|||||||
Other
|
—
|
|
|
(171
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
(206
|
)
|
|||||||
Balance at March 31, 2018
|
$
|
1,282
|
|
|
$
|
455,046
|
|
|
$
|
(18,821
|
)
|
|
$
|
(42,099
|
)
|
|
$
|
(209,983
|
)
|
|
$
|
140,036
|
|
|
$
|
325,461
|
|
|
Three Months Ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(19,100
|
)
|
|
$
|
(62,763
|
)
|
Reconciliation of net loss to cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation, amortization, and accretion
|
30,627
|
|
|
28,509
|
|
||
Impairment and other charges
|
146
|
|
|
—
|
|
||
Benefit for deferred income taxes
|
229
|
|
|
(61
|
)
|
||
Equity-based compensation expense
|
2,165
|
|
|
876
|
|
||
Provision for doubtful accounts
|
627
|
|
|
453
|
|
||
Non-cash loss on disposition of business
|
—
|
|
|
32,369
|
|
||
Amortization of deferred financing costs
|
953
|
|
|
1,224
|
|
||
CCLP Series A Preferred redemption premium
|
397
|
|
|
—
|
|
||
CCLP Series A Preferred accrued paid in kind distributions
|
599
|
|
|
1,523
|
|
||
CCLP Series A Preferred fair value adjustment
|
1,163
|
|
|
1,358
|
|
||
Warrants fair value adjustment
|
407
|
|
|
(1,994
|
)
|
||
Contingent consideration liability fair value adjustment
|
(400
|
)
|
|
—
|
|
||
Expense for unamortized finance costs and other non-cash charges and credits
|
339
|
|
|
3,668
|
|
||
Gain on sale of assets
|
(201
|
)
|
|
90
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
2,353
|
|
|
6,584
|
|
||
Inventories
|
(15,809
|
)
|
|
(13,467
|
)
|
||
Prepaid expenses and other current assets
|
(3,222
|
)
|
|
(4,311
|
)
|
||
Trade accounts payable and accrued expenses
|
6,638
|
|
|
(24,586
|
)
|
||
Other
|
(499
|
)
|
|
(733
|
)
|
||
Net cash provided by (used in) operating activities
|
7,412
|
|
|
(31,261
|
)
|
||
Investing activities:
|
|
|
|
|
|
||
Purchases of property, plant, and equipment, net
|
(32,409
|
)
|
|
(28,892
|
)
|
||
Acquisition of businesses, net of cash acquired
|
—
|
|
|
(42,002
|
)
|
||
Proceeds from disposal of business
|
—
|
|
|
3,121
|
|
||
Proceeds on sale of property, plant, and equipment
|
364
|
|
|
76
|
|
||
Other investing activities
|
319
|
|
|
146
|
|
||
Net cash used in investing activities
|
(31,726
|
)
|
|
(67,551
|
)
|
||
Financing activities:
|
|
|
|
|
|
||
Proceeds from long-term debt
|
66,000
|
|
|
474,550
|
|
||
Principal payments on long-term debt
|
(35,451
|
)
|
|
(278,150
|
)
|
||
CCLP distributions
|
(307
|
)
|
|
(4,358
|
)
|
||
Redemptions of CCLP Series A Preferred
|
(8,346
|
)
|
|
—
|
|
||
Tax remittances on equity based compensation
|
(429
|
)
|
|
(293
|
)
|
||
Debt issuance costs
|
(155
|
)
|
|
(6,139
|
)
|
||
Net cash provided by financing activities
|
21,312
|
|
|
185,610
|
|
||
Effect of exchange rate changes on cash
|
(167
|
)
|
|
(96
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
(3,169
|
)
|
|
86,702
|
|
||
Cash and cash equivalents and restricted cash at beginning of period
|
40,102
|
|
|
26,389
|
|
||
Cash and cash equivalents and restricted cash at end of period
|
$
|
36,933
|
|
|
$
|
113,091
|
|
|
|
|
|
||||
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
|
|||
Interest paid
|
$
|
15,544
|
|
|
$
|
17,710
|
|
Income taxes paid
|
1,644
|
|
|
1,331
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
(In Thousands)
|
||||||
Finished goods
|
$
|
72,831
|
|
|
$
|
69,762
|
|
Raw materials
|
3,279
|
|
|
3,503
|
|
||
Parts and supplies
|
44,915
|
|
|
47,386
|
|
||
Work in progress
|
35,603
|
|
|
22,920
|
|
||
Total inventories
|
$
|
156,628
|
|
|
$
|
143,571
|
|
|
Three Months Ended
March 31, |
||||
|
2019
|
|
2018
|
||
|
(In Thousands)
|
||||
Number of weighted average common shares outstanding
|
125,681
|
|
|
117,598
|
|
Assumed exercise of equity awards and warrants
|
—
|
|
|
—
|
|
Average diluted shares outstanding
|
125,681
|
|
|
117,598
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2019
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||||
|
Offshore Services
|
|
Maritech
|
|
Total
|
|
Offshore Services
|
|
Maritech
|
|
Total
|
||||||||||||
Major classes of line items constituting pretax loss from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,477
|
|
|
$
|
186
|
|
|
$
|
4,663
|
|
Cost of revenues
|
22
|
|
|
—
|
|
|
22
|
|
|
11,123
|
|
|
238
|
|
|
11,361
|
|
||||||
Depreciation, amortization, and accretion
|
—
|
|
|
—
|
|
|
—
|
|
|
1,856
|
|
|
213
|
|
|
2,069
|
|
||||||
General and administrative expense
|
404
|
|
|
—
|
|
|
404
|
|
|
1,253
|
|
|
186
|
|
|
1,439
|
|
||||||
Other (income) expense, net
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
||||||
Pretax loss from discontinued operations
|
(426
|
)
|
|
—
|
|
|
(426
|
)
|
|
(9,794
|
)
|
|
(451
|
)
|
|
(10,245
|
)
|
||||||
Pretax loss on disposal of discontinued operations
|
|
|
|
|
—
|
|
|
|
|
|
|
(33,788
|
)
|
||||||||||
Total pretax loss from discontinued operations
|
|
|
|
|
(426
|
)
|
|
|
|
|
|
(44,033
|
)
|
||||||||||
Income tax benefit
|
|
|
|
|
—
|
|
|
|
|
|
|
(2,327
|
)
|
||||||||||
Total loss from discontinued operations
|
|
|
|
|
$
|
(426
|
)
|
|
|
|
|
|
$
|
(41,706
|
)
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Offshore Services
|
|
Maritech
|
|
Total
|
|
Offshore Services
|
|
Maritech
|
|
Total
|
||||||||||||
Carrying amounts of major classes of assets included as part of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade receivables
|
$
|
81
|
|
|
$
|
1,340
|
|
|
$
|
1,421
|
|
|
$
|
—
|
|
|
$
|
1,340
|
|
|
$
|
1,340
|
|
Other current assets
|
1
|
|
|
—
|
|
|
1
|
|
|
14
|
|
|
—
|
|
|
14
|
|
||||||
Assets of discontinued operations
|
$
|
82
|
|
|
$
|
1,340
|
|
|
$
|
1,422
|
|
|
$
|
14
|
|
|
$
|
1,340
|
|
|
$
|
1,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Carrying amounts of major classes of liabilities included as part of discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade payables
|
$
|
616
|
|
|
$
|
—
|
|
|
$
|
616
|
|
|
$
|
740
|
|
|
$
|
—
|
|
|
$
|
740
|
|
Accrued liabilities
|
838
|
|
|
2,075
|
|
|
2,913
|
|
|
1,330
|
|
|
2,075
|
|
|
3,405
|
|
||||||
Liabilities of discontinued operations
|
$
|
1,454
|
|
|
$
|
2,075
|
|
|
$
|
3,529
|
|
|
$
|
2,070
|
|
|
$
|
2,075
|
|
|
$
|
4,145
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
|
(In Thousands)
|
||||||
TETRA
|
|
Scheduled Maturity
|
|
|
|
||||
Asset-based credit agreement (presented net of unamortized deferred financing costs of $1.6 million as of March 31, 2019)
|
|
September 10, 2023
|
$
|
29,131
|
|
|
$
|
—
|
|
Term credit agreement (presented net of the unamortized discount of $7 million as of March 31, 2019 and $7.2 million as of December 31, 2018 and net of unamortized deferred financing costs of $10 million as of March 31, 2019 and $10.2 million as of December 31, 2018)
|
|
September 10, 2025
|
183,020
|
|
|
182,547
|
|
||
TETRA total debt
|
|
|
212,151
|
|
|
182,547
|
|
||
Less current portion
|
|
|
—
|
|
|
—
|
|
||
TETRA total long-term debt
|
|
|
$
|
212,151
|
|
|
$
|
182,547
|
|
|
|
|
|
|
|
||||
CCLP
|
|
|
|
|
|
||||
CCLP asset-based credit agreement
|
|
June 29, 2023
|
—
|
|
|
—
|
|
||
CCLP 7.25% Senior Notes (presented net of the unamortized discount of $2.1 million as of March 31, 2019 and $2.2 million as of December 31, 2018 and net of unamortized deferred financing costs of $3.6 million as of March 31, 2019 and $3.9 million as of December 31, 2018)
|
|
August 15, 2022
|
290,204
|
|
|
289,797
|
|
||
CCLP 7.50% Senior Secured Notes (presented net of unamortized deferred financing costs of $6.5 million as of March 31, 2019 and $6.8 million as of December 31, 2018)
|
|
April 1, 2025
|
343,488
|
|
|
343,216
|
|
||
CCLP total debt
|
|
|
633,692
|
|
|
633,013
|
|
||
Less current portion
|
|
|
—
|
|
|
—
|
|
||
Consolidated total long-term debt
|
|
|
$
|
845,843
|
|
|
$
|
815,560
|
|
Derivative Contracts
|
|
US Dollar Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
||
|
|
(In Thousands)
|
|
|
|
|
||
Forward purchase Euro
|
|
$
|
7,245
|
|
|
1.14
|
|
6/19/2019
|
Forward sale Euro
|
|
1,139
|
|
|
1.14
|
|
4/17/2019
|
|
Forward sale pounds sterling
|
|
1,329
|
|
|
1.33
|
|
4/17/2019
|
|
Forward purchase Mexican peso
|
|
820
|
|
|
19.52
|
|
4/17/2019
|
|
Forward sale Norwegian krone
|
|
527
|
|
|
8.53
|
|
4/17/2019
|
|
Forward sale Mexican peso
|
|
6,301
|
|
|
19.52
|
|
4/17/2019
|
Derivative Contracts
|
|
British Pound Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
|
|
|
(In Thousands)
|
|
|
|
|
|
Forward purchase Euro
|
|
1,535
|
|
|
0.85
|
|
4/17/2019
|
Derivative Contracts
|
|
Swedish Krona Notional Amount
|
|
Traded Exchange Rate
|
|
Settlement Date
|
|
|
|
(In Thousands)
|
|
|
|
|
|
Forward sale Euro
|
|
14,041
|
|
|
10.40
|
|
4/17/2019
|
Foreign currency derivative instruments
|
Balance Sheet Location
|
|
Fair Value at March 31, 2019
|
|
Fair Value at December 31, 2018
|
|||||
|
|
|
|
(In Thousands)
|
||||||
Forward purchase contracts
|
|
Current assets
|
|
$
|
27
|
|
|
$
|
41
|
|
Forward sale contracts
|
|
Current assets
|
|
49
|
|
|
76
|
|
||
Forward sale contracts
|
|
Current liabilities
|
|
(22
|
)
|
|
(126
|
)
|
||
Forward purchase contracts
|
|
Current liabilities
|
|
(100
|
)
|
|
(168
|
)
|
||
Net asset (liability)
|
|
|
|
$
|
(46
|
)
|
|
$
|
(177
|
)
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Total as of
|
|
Quoted Prices in Active Markets for Identical Assets or Liabilities
|
|
Significant Other Observable Inputs
|
|
Significant Unobservable Inputs
|
||||||||
Description
|
March 31, 2019
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
(In Thousands)
|
||||||||||||||
CCLP Series A Preferred Units
|
$
|
(18,278
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(18,278
|
)
|
Warrants liability
|
(2,480
|
)
|
|
—
|
|
|
—
|
|
|
(2,480
|
)
|
||||
Asset for foreign currency derivative contracts
|
75
|
|
|
—
|
|
|
75
|
|
|
—
|
|
||||
Liability for foreign currency derivative contracts
|
(121
|
)
|
|
—
|
|
|
(121
|
)
|
|
—
|
|
||||
Acquisition contingent consideration liability
|
(12,052
|
)
|
|
—
|
|
|
—
|
|
|
(12,052
|
)
|
||||
Net liability
|
$
|
(32,856
|
)
|
|
|
|
|
|
|
|
|
|
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, 2018
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
|
(In Thousands)
|
||||||||||||||
CCLP Series A Preferred Units
|
$
|
(27,019
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(27,019
|
)
|
Warrants liability
|
(2,073
|
)
|
|
—
|
|
|
—
|
|
|
(2,073
|
)
|
||||
Asset for foreign currency derivative contracts
|
117
|
|
|
—
|
|
|
117
|
|
|
—
|
|
||||
Liability for foreign currency derivative contracts
|
(294
|
)
|
|
—
|
|
|
(294
|
)
|
|
—
|
|
||||
Acquisition contingent consideration liability
|
(12,452
|
)
|
|
—
|
|
|
—
|
|
|
(12,452
|
)
|
||||
Net liability
|
$
|
(41,721
|
)
|
|
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(In Thousands)
|
||||||
Revenues from external customers
|
|
|
|
|
|
||
Product sales
|
|
|
|
||||
Completion Fluids & Products Division
|
$
|
57,328
|
|
|
$
|
51,057
|
|
Water & Flowback Services Division
|
364
|
|
|
1,250
|
|
||
Compression Division
|
34,089
|
|
|
23,646
|
|
||
Consolidated
|
$
|
91,781
|
|
|
$
|
75,953
|
|
|
|
|
|
||||
Services
|
|
|
|
||||
Completion Fluids & Products Division
|
$
|
4,253
|
|
|
$
|
2,049
|
|
Water & Flowback Services Division
|
78,314
|
|
|
59,603
|
|
||
Compression Division
|
69,380
|
|
|
61,776
|
|
||
Consolidated
|
$
|
151,947
|
|
|
$
|
123,428
|
|
|
|
|
|
||||
Interdivision revenues
|
|
|
|
||||
Completion Fluids & Products Division
|
$
|
—
|
|
|
$
|
(2
|
)
|
Water & Flowback Services Division
|
—
|
|
|
222
|
|
||
Compression Division
|
—
|
|
|
—
|
|
||
Interdivision eliminations
|
—
|
|
|
(220
|
)
|
||
Consolidated
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Total revenues
|
|
|
|
||||
Completion Fluids & Products Division
|
$
|
61,581
|
|
|
$
|
53,104
|
|
Water & Flowback Services Division
|
78,678
|
|
|
61,075
|
|
||
Compression Division
|
103,469
|
|
|
85,422
|
|
||
Interdivision eliminations
|
—
|
|
|
(220
|
)
|
||
Consolidated
|
$
|
243,728
|
|
|
$
|
199,381
|
|
|
|
|
|
||||
Income (loss) before taxes
|
|
|
|
||||
Completion Fluids & Products Division
|
$
|
6,186
|
|
|
$
|
2,449
|
|
Water & Flowback Services Division
|
2,231
|
|
|
6,548
|
|
||
Compression Division
|
(7,801
|
)
|
|
(14,018
|
)
|
||
Interdivision eliminations
|
6
|
|
|
—
|
|
||
Corporate Overhead
(1)
|
(17,687
|
)
|
|
(14,912
|
)
|
||
Consolidated
|
$
|
(17,065
|
)
|
|
$
|
(19,933
|
)
|
(1)
|
Amounts reflected include the following general corporate expenses:
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
|
(In Thousands)
|
||||||
General and administrative expense
|
$
|
12,089
|
|
|
$
|
12,598
|
|
Depreciation and amortization
|
168
|
|
|
151
|
|
||
Interest expense
|
5,342
|
|
|
4,007
|
|
||
Warrants fair value adjustment (income) expense
|
407
|
|
|
(1,994
|
)
|
||
Other general corporate (income) expense, net
|
(319
|
)
|
|
150
|
|
||
Total
|
$
|
17,687
|
|
|
$
|
14,912
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Total
|
||||||||||||
|
(In Thousands)
|
||||||||||||||||||||||
Compression service contracts remaining performance obligations
|
$
|
10,444
|
|
|
$
|
9,851
|
|
|
$
|
4,240
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
24,567
|
|
|
March 31, 2019
|
||
|
(In Thousands)
|
||
Unearned Income, beginning of period
|
$
|
25,333
|
|
Additional unearned income
|
49,363
|
|
|
Revenue recognized
|
(24,858
|
)
|
|
Unearned income, end of period
|
$
|
49,838
|
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In Thousands)
|
||||||
Completion Fluids & Products
|
|
|
|
||||
U.S.
|
$
|
31,606
|
|
|
$
|
27,909
|
|
International
|
29,975
|
|
|
25,195
|
|
||
|
61,581
|
|
|
53,104
|
|
||
Water & Flowback Services
|
|
|
|
||||
U.S.
|
73,199
|
|
|
47,038
|
|
||
International
|
5,479
|
|
|
14,037
|
|
||
|
78,678
|
|
|
61,075
|
|
||
Compression
|
|
|
|
||||
U.S.
|
93,517
|
|
|
76,980
|
|
||
International
|
9,952
|
|
|
8,442
|
|
||
|
103,469
|
|
|
85,422
|
|
||
Interdivision eliminations
|
|
|
|
||||
U.S.
|
—
|
|
|
2
|
|
||
International
|
—
|
|
|
(222
|
)
|
||
|
—
|
|
|
(220
|
)
|
||
Total Revenue
|
|
|
|
||||
U.S.
|
198,322
|
|
|
151,929
|
|
||
International
|
45,406
|
|
|
47,452
|
|
||
|
$
|
243,728
|
|
|
$
|
199,381
|
|
|
Three Months Ended March 31, 2019
|
||
|
(In Thousands)
|
||
Operating lease expense
|
$
|
5,044
|
|
Short-term lease expense
|
11,161
|
|
|
Finance lease cost:
|
|
||
Accumulated depreciation
|
31
|
|
|
Interest on lease liabilities
|
3
|
|
|
Total lease expense
|
$
|
16,239
|
|
|
Three Months Ended March 31, 2019
|
||
|
(In Thousands)
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows - operating leases
|
$
|
4,657
|
|
Financing cash flows - finance leases
|
$
|
43
|
|
Operating cash flows - finance leases
|
$
|
3
|
|
|
|
||
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
3,257
|
|
Finance leases
|
$
|
—
|
|
|
March 31, 2019
|
||
|
(In Thousands)
|
||
Operating leases:
|
|
||
Operating lease right-of-use assets
|
$
|
60,149
|
|
|
|
||
Accrued liabilities and other
|
$
|
12,659
|
|
Operating lease liabilities
|
49,632
|
|
|
Total operating lease liabilities
|
$
|
62,291
|
|
|
|
||
Finance leases:
|
|
||
Property, plant and equipment
|
$
|
875
|
|
Accumulated depreciation
|
(664
|
)
|
|
Net property, plant and equipment
|
$
|
211
|
|
|
|
||
Accrued liabilities and other
|
$
|
147
|
|
Other liabilities
|
48
|
|
|
Total finance lease liabilities
|
$
|
195
|
|
|
March 31, 2019
|
|
Weighted average remaining lease term:
|
|
|
Operating leases
|
7 years
|
|
Finance leases
|
1 year
|
|
|
|
|
Weighted average discount rate:
|
|
|
Operating leases
|
9.37
|
%
|
Finance leases
|
5.80
|
%
|
|
Finance Leases
|
|
Operating Leases
|
||||
|
(In Thousands)
|
||||||
|
|
|
|
||||
2019
|
$
|
148
|
|
|
$
|
13,350
|
|
2020
|
33
|
|
|
15,536
|
|
||
2021
|
17
|
|
|
11,488
|
|
||
2022
|
—
|
|
|
9,009
|
|
||
2023
|
—
|
|
|
7,770
|
|
||
Thereafter
|
—
|
|
|
29,351
|
|
||
Total lease payments
|
198
|
|
|
86,504
|
|
||
Less imputed interest
|
(3
|
)
|
|
(24,213
|
)
|
||
Total lease liabilities
|
$
|
195
|
|
|
$
|
62,291
|
|
|
March 31, 2019
|
||||||||||||||
Condensed Consolidating Balance Sheet
|
TETRA
|
|
CCLP
|
|
Eliminations
|
|
Consolidated
|
||||||||
|
(In Thousands)
|
||||||||||||||
Cash, excluding restricted cash
|
$
|
19,998
|
|
|
$
|
16,870
|
|
|
$
|
—
|
|
|
$
|
36,868
|
|
Affiliate receivables
|
9,856
|
|
|
—
|
|
|
(9,856
|
)
|
|
—
|
|
||||
Other current assets
|
233,774
|
|
|
139,651
|
|
|
—
|
|
|
373,425
|
|
||||
Property, plant and equipment, net
|
210,898
|
|
|
650,051
|
|
|
—
|
|
|
860,949
|
|
||||
Long-term affiliate receivables
|
2,402
|
|
|
—
|
|
|
(2,402
|
)
|
|
—
|
|
||||
Other assets, including investment in CCLP
|
71,750
|
|
|
43,297
|
|
|
73,236
|
|
|
188,283
|
|
||||
Total assets
|
$
|
548,678
|
|
|
$
|
849,869
|
|
|
$
|
60,978
|
|
|
$
|
1,459,525
|
|
|
|
|
|
|
|
|
|
||||||||
Affiliate payables
|
$
|
—
|
|
|
$
|
9,856
|
|
|
$
|
(9,856
|
)
|
|
$
|
—
|
|
Other current liabilities
|
102,643
|
|
|
116,595
|
|
|
—
|
|
|
219,238
|
|
||||
Long-term debt, net
|
212,151
|
|
|
633,692
|
|
|
—
|
|
|
845,843
|
|
||||
CCLP Series A Preferred Units
|
—
|
|
|
20,890
|
|
|
(2,612
|
)
|
|
18,278
|
|
||||
Warrants liability
|
2,480
|
|
|
—
|
|
|
—
|
|
|
2,480
|
|
||||
Long-term affiliate payable
|
—
|
|
|
2,402
|
|
|
(2,402
|
)
|
|
—
|
|
||||
Other non-current liabilities
|
65,176
|
|
|
8,400
|
|
|
—
|
|
|
73,576
|
|
||||
Total equity
|
166,228
|
|
|
58,034
|
|
|
75,848
|
|
|
300,110
|
|
||||
Total liabilities and equity
|
$
|
548,678
|
|
|
$
|
849,869
|
|
|
$
|
60,978
|
|
|
$
|
1,459,525
|
|
|
Three Months Ended March 31,
|
|
Period to Period Change
|
|||||||||||
|
2019
|
|
2018
|
|
2019 vs 2018
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
243,728
|
|
|
$
|
199,381
|
|
|
$
|
44,347
|
|
|
22.2
|
%
|
Gross profit
|
36,210
|
|
|
27,983
|
|
|
8,227
|
|
|
29.4
|
%
|
|||
Gross profit as a percentage of revenue
|
14.9
|
%
|
|
14.0
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
34,277
|
|
|
30,803
|
|
|
3,474
|
|
|
11.3
|
%
|
|||
General and administrative expense as a percentage of revenue
|
14.1
|
%
|
|
15.4
|
%
|
|
|
|
|
|
|
|||
Interest expense, net
|
18,379
|
|
|
14,973
|
|
|
3,406
|
|
|
22.7
|
%
|
|||
Warrants fair value adjustment (income) expense
|
407
|
|
|
(1,994
|
)
|
|
2,401
|
|
|
|
||||
CCLP Series A Preferred Units fair value adjustment (income) expense
|
1,163
|
|
|
1,358
|
|
|
(195
|
)
|
|
|
||||
Other (income) expense, net
|
(951
|
)
|
|
2,776
|
|
|
(3,727
|
)
|
|
|
||||
Loss before taxes and discontinued operations
|
(17,065
|
)
|
|
(19,933
|
)
|
|
2,868
|
|
|
14.4
|
%
|
|||
Loss before taxes and discontinued operations as a percentage of revenue
|
(7.0
|
)%
|
|
(10.0
|
)%
|
|
|
|
|
|
|
|||
Provision for income taxes
|
1,609
|
|
|
1,124
|
|
|
485
|
|
|
|
||||
Loss before discontinued operations
|
(18,674
|
)
|
|
(21,057
|
)
|
|
2,383
|
|
|
|
||||
Discontinued operations:
|
|
|
|
|
|
|
|
|||||||
Loss from discontinued operations (including 2018 loss on disposal of $31.5 million), net of taxes
|
(426
|
)
|
|
(41,706
|
)
|
|
41,280
|
|
|
|
||||
Net loss
|
(19,100
|
)
|
|
(62,763
|
)
|
|
43,663
|
|
|
|
||||
Loss attributable to noncontrolling interest
|
8,262
|
|
|
9,115
|
|
|
(853
|
)
|
|
|
|
|||
Net loss attributable to TETRA stockholders
|
$
|
(10,838
|
)
|
|
$
|
(53,648
|
)
|
|
$
|
42,810
|
|
|
|
|
Three Months Ended March 31,
|
|
Period to Period Change
|
|||||||||||
|
2019
|
|
2018
|
|
2019 vs 2018
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
61,581
|
|
|
$
|
53,104
|
|
|
$
|
8,477
|
|
|
16.0
|
%
|
Gross profit
|
10,664
|
|
|
6,686
|
|
|
3,978
|
|
|
59.5
|
%
|
|||
Gross profit as a percentage of revenue
|
17.3
|
%
|
|
12.6
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
4,728
|
|
|
4,640
|
|
|
88
|
|
|
1.9
|
%
|
|||
General and administrative expense as a percentage of revenue
|
7.7
|
%
|
|
8.7
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
(179
|
)
|
|
(233
|
)
|
|
54
|
|
|
|
|
|||
Other (income) expense, net
|
(71
|
)
|
|
(170
|
)
|
|
99
|
|
|
|
|
|||
Income before taxes
|
$
|
6,186
|
|
|
$
|
2,449
|
|
|
$
|
3,737
|
|
|
152.6
|
%
|
Income before taxes as a percentage of revenue
|
10.0
|
%
|
|
4.6
|
%
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Period to Period Change
|
|||||||||||
|
2019
|
|
2018
|
|
2019 vs 2018
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
78,678
|
|
|
$
|
61,075
|
|
|
$
|
17,603
|
|
|
28.8
|
%
|
Gross profit
|
8,851
|
|
|
11,404
|
|
|
(2,553
|
)
|
|
(22.4
|
)%
|
|||
Gross profit as a percentage of revenue
|
11.2
|
%
|
|
18.7
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
6,796
|
|
|
5,278
|
|
|
1,518
|
|
|
28.8
|
%
|
|||
General and administrative expense as a percentage of revenue
|
8.6
|
%
|
|
8.6
|
%
|
|
|
|
|
|
|
|||
Interest (income) expense, net
|
4
|
|
|
(15
|
)
|
|
19
|
|
|
|
|
|||
Other (income) expense, net
|
(180
|
)
|
|
(407
|
)
|
|
227
|
|
|
|
|
|||
Income before taxes
|
$
|
2,231
|
|
|
$
|
6,548
|
|
|
$
|
(4,317
|
)
|
|
65.9
|
%
|
Income before taxes as a percentage of revenue
|
2.8
|
%
|
|
10.7
|
%
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Period to Period Change
|
|||||||||||
|
2019
|
|
2018
|
|
2019 vs 2018
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Revenues
|
$
|
103,469
|
|
|
$
|
85,422
|
|
|
$
|
18,047
|
|
|
21.1
|
%
|
Gross profit
|
16,859
|
|
|
10,040
|
|
|
6,819
|
|
|
67.9
|
%
|
|||
Gross profit as a percentage of revenue
|
16.3
|
%
|
|
11.8
|
%
|
|
|
|
|
|
|
|||
General and administrative expense
|
10,664
|
|
|
8,286
|
|
|
2,378
|
|
|
28.7
|
%
|
|||
General and administrative expense as a percentage of revenue
|
10.3
|
%
|
|
9.7
|
%
|
|
|
|
|
|
|
|||
Interest expense, net
|
13,213
|
|
|
11,214
|
|
|
1,999
|
|
|
|
|
|||
CCLP Series A Preferred fair value adjustment
|
1,163
|
|
|
1,358
|
|
|
(195
|
)
|
|
|
||||
Other (income) expense, net
|
(380
|
)
|
|
3,200
|
|
|
(3,580
|
)
|
|
|
|
|||
Loss before taxes
|
$
|
(7,801
|
)
|
|
$
|
(14,018
|
)
|
|
$
|
6,217
|
|
|
44.4
|
%
|
Loss before taxes as a percentage of revenue
|
(7.5
|
)%
|
|
(16.4
|
)%
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
Period to Period Change
|
|||||||||||
|
2019
|
|
2018
|
|
2019 vs 2018
|
|
% Change
|
|||||||
|
(In Thousands, Except Percentages)
|
|||||||||||||
Gross profit (loss) (depreciation expense)
|
$
|
(168
|
)
|
|
$
|
(151
|
)
|
|
$
|
(17
|
)
|
|
(11.3
|
)%
|
General and administrative expense
|
12,089
|
|
|
12,598
|
|
|
(509
|
)
|
|
(4.0
|
)%
|
|||
Interest expense, net
|
5,342
|
|
|
4,007
|
|
|
1,335
|
|
|
|
|
|||
Warrants fair value adjustment (income)/expense
|
407
|
|
|
(1,994
|
)
|
|
2,401
|
|
|
|
||||
Other (income) expense, net
|
(319
|
)
|
|
150
|
|
|
(469
|
)
|
|
|
|
|||
Loss before taxes
|
$
|
(17,687
|
)
|
|
$
|
(14,912
|
)
|
|
$
|
(2,775
|
)
|
|
(18.6
|
)%
|
|
Three months ended March 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(In Thousands)
|
||||||
Operating activities
|
$
|
7,412
|
|
|
$
|
(31,261
|
)
|
Investing activities
|
(31,726
|
)
|
|
(67,551
|
)
|
||
Financing activities
|
21,312
|
|
|
185,610
|
|
|
|
Payments Due
|
||||||||||||||||||||||||||
|
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
|
|
(In Thousands)
|
||||||||||||||||||||||||||
Long-term debt - TETRA
|
|
$
|
230,701
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
230,701
|
|
Long-term debt - CCLP
|
|
645,930
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
295,930
|
|
|
—
|
|
|
350,000
|
|
|||||||
Interest on debt - TETRA
|
|
114,270
|
|
|
13,553
|
|
|
18,071
|
|
|
18,071
|
|
|
18,071
|
|
|
17,672
|
|
|
28,832
|
|
|||||||
Interest on debt - CCLP
|
|
230,286
|
|
|
35,665
|
|
|
47,553
|
|
|
47,553
|
|
|
40,452
|
|
|
26,250
|
|
|
32,813
|
|
|||||||
Purchase obligations
|
|
101,625
|
|
|
7,125
|
|
|
9,500
|
|
|
9,500
|
|
|
9,500
|
|
|
9,500
|
|
|
56,500
|
|
|||||||
Asset retirement obligations
(1)
|
|
12,331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,331
|
|
|||||||
Operating and finance leases
|
|
86,702
|
|
|
13,498
|
|
|
15,569
|
|
|
11,505
|
|
|
9,009
|
|
|
7,770
|
|
|
29,351
|
|
|||||||
Total contractual cash obligations
(2)
|
|
$
|
1,421,845
|
|
|
$
|
69,841
|
|
|
$
|
90,693
|
|
|
$
|
86,629
|
|
|
$
|
372,962
|
|
|
$
|
61,192
|
|
|
$
|
740,528
|
|
(1)
|
We have estimated the timing of these payments
for asset retirement obligation liabilities based upon our plans. The amounts shown represent the discounted obligation as of March 31, 2019.
|
(2)
|
Amounts exclude other long-term liabilities reflected in our Consolidated Balance Sheet that do not have known payment streams. These excluded amounts include approximately
$0.8 million
of liabilities under FASB Codification Topic 740, “Accounting for Uncertainty in Income Taxes,” as we are unable to reasonably estimate the ultimate amount or timing of settlements. These excluded amounts also include approximately
$18.3 million
of liabilities related to the CCLP Preferred Units. The CCLP Preferred Units are expected to be serviced with non-cash paid-in-kind distributions, and may be satisfied either through conversions to CCLP common units or redemptions for cash, at CCLP's election. Refer to Part I, Item 1. Financial Statements- Note F – "CCLP Series A Convertible Preferred Units," for further discussion.
|
•
|
economic and operating conditions that are outside of our control, including the supply, demand, and prices of oil and natural gas;
|
•
|
the availability of adequate sources of capital to us;
|
•
|
the levels of competition we encounter;
|
•
|
the activity levels of our customers;
|
•
|
our operational performance;
|
•
|
the availability of raw materials and labor at reasonable prices;
|
•
|
risks related to acquisitions and our growth strategy;
|
•
|
restrictions under our debt agreements and the consequences of any failure to comply with debt covenants;
|
•
|
the effect and results of litigation, regulatory matters, settlements, audits, assessments, and contingencies;
|
•
|
risks related to our foreign operations;
|
•
|
information technology risks including the risk from cyberattack, and
|
•
|
other risks and uncertainties under “Item 1A. Risk Factors” in our
2018 Annual Report
, and as included in our other filings with the SEC, which are available free of charge on the SEC website at www.sec.gov.
|
|
|
Expected Maturity Date
|
|
|
|
Fair Market
Value |
||||||||||||||||||||||||||
($ amounts in thousands)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
|||||||||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. dollar variable rate - TETRA
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
230,701
|
|
|
$
|
230,701
|
|
|
$
|
230,701
|
|
Weighted average interest rate (variable)
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
8.08
|
%
|
|
|
|
|
||||||||||
U.S. dollar fixed rate - CCLP
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
295,930
|
|
|
$—
|
|
$
|
350,000
|
|
|
$
|
645,930
|
|
|
$
|
600,900
|
|
||
Weighted average interest rate (fixed)
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
7.25
|
%
|
|
—
|
%
|
|
7.50
|
%
|
|
|
|
|
|
Period
|
|
Total Number
of Shares Purchased
|
|
Average
Price
Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Publicly Announced Plans or Programs
(1)
|
||||||
January 1 – January 31, 2019
|
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
14,327,000
|
|
February 1 – February 28, 2019
|
|
68,412
|
|
(2)
|
2.49
|
|
—
|
|
|
14,327,000
|
|
||
March 1 – March 31, 2019
|
|
—
|
|
|
—
|
|
—
|
|
|
14,327,000
|
|
||
Total
|
|
68,412
|
|
|
|
|
—
|
|
|
$
|
14,327,000
|
|
(1)
|
In January 2004, our Board of Directors authorized the repurchase of up to $20 million of our common stock.
Purchases will be made from time to time in open market transactions at prevailing market prices. The repurchase program may continue until the authorized limit is reached, at which time the Board of Directors may review the option of increasing the authorized limit.
|
(2)
|
Shares we received in connection with the exercise of certain employee stock options or the vesting of certain shares of employee restricted stock. These shares were not acquired pursuant to the stock repurchase program.
|
10.1*
|
|
10.2*
|
|
10.3*
|
|
10.4*
|
|
31.1*
|
|
31.2*
|
|
32.1**
|
|
32.2**
|
|
101.INS+
|
XBRL Instance Document.
|
101.SCH+
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL+
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.LAB+
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE+
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
101.DEF+
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
*
|
Filed with this report.
|
**
|
Furnished with this report.
|
+
|
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
month periods ended
March 31, 2019
and
2018
; (ii) Consolidated Statements of Comprehensive Income for the
three
month periods ended
March 31, 2019
and
2018
; (iii) Consolidated Balance Sheets as of
March 31, 2019
and
December 31, 2018
; (iv) Consolidated Statements of Cash Flows for the
three
month periods ended
March 31, 2019
and
2018
; and (v) Notes to Consolidated Financial Statements for the
three
months ended
March 31, 2019
.
|
|
|
TETRA Technologies, Inc.
|
|
|
|
|
|
Date:
|
May 9, 2019
|
By:
|
/s/Brady M. Murphy
|
|
|
|
Brady M. Murphy
|
|
|
|
President
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Date:
|
May 9, 2019
|
By:
|
/s/Elijio V. Serrano
|
|
|
|
Elijio V. Serrano
|
|
|
|
Senior Vice President
|
|
|
|
Chief Financial Officer
|
|
|
|
|
Date:
|
May 9, 2019
|
By:
|
/s/Richard D. O'Brien
|
|
|
|
Richard D. O'Brien
|
|
|
|
Vice President – Finance and Global Controller
|
|
|
|
Principal Accounting Officer
|
1 Year TETRA Technologies Chart |
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