SEC Form 10-Q filed by Tetra Technologies Inc.

4/29/25 5:03:45 PM ET

$TTI

Oil & Gas Production

Energy

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tti-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2025

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

For the transition period from to .

Commission File Number 1-13455

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)


Delaware			74-2148293
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

24955 Interstate 45 North
The Woodlands,
Texas			77380
(Address of Principal Executive Offices)			(Zip Code)

(281) 367-1983

(Registrant’s Telephone Number, Including Area Code)

_______________________________________________________________________

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TTI	New York Stock Exchange
Preferred Share Purchase Right	N/A	New York Stock Exchange

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

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

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


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

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

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

As of April 28, 2025, there were 133,072,970 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
Item 1. Financial Statements
Consolidated Statements of Operations			1
Consolidated Statements of Comprehensive Income			2
Consolidated Balance Sheets			3
Consolidated Statements of Equity			5
Consolidated Statements of Cash Flows			6
Notes to Consolidated Financial Statements			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
Item 3. Quantitative and Qualitative Disclosures about Market Risk			29
Item 4. Controls and Procedures			30

PART II—OTHER INFORMATION
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 3. Defaults Upon Senior Securities			31
Item 4. Mine Safety Disclosures			31
Item 5. Other Information			31
Item 6. Exhibits			32
SIGNATURES			33

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 March 31,
	2025		2024
Revenues:
Product sales	$	88,169	$	73,337
Services	68,971		77,635
Total revenues	157,140		150,972
Cost of revenues:
Cost of product sales	49,765		45,406
Cost of services	54,800		65,708
Depreciation, amortization and accretion	9,151		8,756
Impairments and other charges	518		—

Total cost of revenues	114,234		119,870
Gross profit	42,906		31,102

General and administrative expense	24,134		22,298
Interest expense, net	4,724		5,952


Loss on debt extinguishment	—		5,535
Other (income) expense, net	8,962		(3,978)
Net income before taxes	5,086		1,295
Provision for income taxes	1,037		380





Net income attributable to TETRA stockholders	$	4,049	$	915
Basic net income per common share:


Net income attributable to TETRA stockholders	$	0.03	$	0.01
Weighted average basic shares outstanding	132,350		130,453
Diluted net income per common share:


Net income attributable to TETRA stockholders	$	0.03	$	0.01
Weighted average diluted shares outstanding	133,757		132,123

See Notes to Consolidated Financial Statements

TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(In Thousands)

(Unaudited)


	Three Months Ended March 31,
	2025		2024
Net income	$	4,049	$	915
Foreign currency translation adjustment from continuing operations, net of taxes of $0 in 2025 and 2024	3,876		(1,634)
Reclassification of non-cash cumulative foreign currency translation adjustment loss to net income from dissolution of Canadian subsidiary	9,516		—
Unrealized gain on investment	281		237


Comprehensive income (loss) attributable to TETRA stockholders	$	17,722	$	(482)

See Notes to Consolidated Financial Statements

TETRA Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands)


	March 31, 2025		December 31, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	41,000	$	36,987
Restricted cash	50		221
Trade accounts receivable, net of allowances of $537 in 2025 and $626 in 2024	120,902		104,813
Inventories	106,486		101,697


Prepaid expenses and other current assets	22,616		25,910
Total current assets	291,054		269,628
Property, plant and equipment:
Land and building	24,671		24,475
Machinery and equipment	327,680		323,044
Automobiles and trucks	10,540		10,325
Chemical plants	72,198		69,815
Construction in progress	41,423		34,910
Total property, plant and equipment	476,512		462,569
Less accumulated depreciation	(327,237)		(320,409)
Net property, plant and equipment	149,275		142,160
Other assets:
Patents, trademarks and other intangible assets, net of accumulated amortization of $56,745 in 2025 and $55,421 in 2024	24,072		24,923
Deferred tax assets, net	97,181		98,149

Operating lease right-of-use assets	30,584		29,797
Investments	9,686		28,159
Other assets	12,233		12,379
Total other assets	173,756		193,407
Total assets	$	614,085	$	605,195

See Notes to Consolidated Financial Statements

TETRA Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share Amounts)


	March 31, 2025		December 31, 2024
	(Unaudited)
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable	$	41,042	$	43,103

Compensation and employee benefits	19,594		23,022
Operating lease liabilities, current portion	9,325		8,861
Accrued taxes	10,695		12,493
Accrued liabilities and other	27,886		30,040
Current liabilities associated with discontinued operations	5,830		5,830
Total current liabilities	114,372		123,349
Long-term debt, net	180,095		179,696
Operating lease liabilities	25,291		25,041
Asset retirement obligations	15,082		14,786
Deferred income taxes	3,849		4,912

Other liabilities	3,653		4,104
Total long-term liabilities	227,970		228,539
Commitments and contingencies (Note 6)
Equity:
TETRA stockholders’ equity:
Common stock, par value 0.01 per share; 250,000,000 shares authorized at March 31, 2025 and December 31, 2024; 136,207,612 shares issued at March 31, 2025 and 134,951,081 shares issued at December 31, 2024	1,362		1,350
Additional paid-in capital	493,424		492,722
Treasury stock, at cost; 3,138,675 shares held at March 31, 2025 and December 31, 2024	(19,957)		(19,957)
Accumulated other comprehensive loss	(37,449)		(51,122)
Retained deficit	(164,376)		(168,425)
Total TETRA stockholders’ equity	273,004		254,568
Noncontrolling interests	(1,261)		(1,261)
Total equity	271,743		253,307
Total liabilities and equity	$	614,085	$	605,195

See Notes to Consolidated Financial Statements

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	$	1,350	$	492,722	$	(19,957)	$	(52,957)	$	1,835	$	(168,425)	$	(1,261)	$	253,307
Net income for first quarter 2025	—		—		—		—		—		4,049		—		4,049
Reclassification of non-cash cumulative foreign currency translation adjustment loss to net income from dissolution of Canadian subsidiary	—		—		—		9,516		—		—		—		9,516
Translation adjustment, net of taxes of $0	—		—		—		3,876		—		—		—		3,876
Other comprehensive income	—		—		—		—		281		—		—		281
Comprehensive income															17,722



Equity-based compensation	—		1,860		—		—		—		—		—		1,860
Other	12		(1,158)		—		—		—		—		—		(1,146)
Balance at March 31, 2025	$	1,362	$	493,424	$	(19,957)	$	(39,565)	$	2,116	$	(164,376)	$	(1,261)	$	271,743


	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	$	1,332	$	489,156	$	(19,957)	$	(45,886)	$	655	$	(276,709)	$	(1,257)	$	147,334
Net income for first quarter 2024	—		—		—		—		—		915		—		915
Translation adjustment, net of taxes of $0	—		—		—		(1,634)		—		—		—		(1,634)
Other comprehensive income	—		—		—		—		237		—		—		237
Comprehensive loss															(482)



Equity-based compensation	—		1,623		—		—		—		—		—		1,623
Other	11		(2,339)		—		—		—		—		—		(2,328)
Balance at March 31, 2024	$	1,343	$	488,440	$	(19,957)	$	(47,520)	$	892	$	(275,794)	$	(1,257)	$	146,147

See Notes to Consolidated Financial Statements

TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands, Unaudited)


	Three Months Ended March 31,
	2025		2024
Operating activities:
Net income	$	4,049	$	915
Reconciliation of net income to net cash provided by (used in) operating activities:
Depreciation, amortization and accretion	9,151		8,755

Impairments and other charges	518		—
Gain on investments	(257)		(2,795)
Equity-based compensation expense	1,860		1,623
Recovery of credit losses	(85)		(115)

Amortization and expense of financing costs	495		380
Loss on debt extinguishment	—		5,535






Gain on sale of assets	(113)		(29)
Non-cash cumulative foreign currency translation adjustment loss from dissolution of Canadian subsidiary	9,516		—
Other non-cash credits	(128)		(553)
Changes in operating assets and liabilities:
Accounts receivable	(15,584)		(19,605)
Inventories	(2,663)		1,542
Prepaid expenses and other current assets	6,158		(3,918)
Trade accounts payable and accrued expenses	(9,277)		(5,577)
Other	295		26
Net cash provided by (used in) operating activities	3,935		(13,816)
Investing activities:
Purchases of property, plant and equipment, net	(17,956)		(15,827)

Proceeds from sale of investments	19,011		—
Proceeds from sale of property, plant and equipment	182		251


Other investing activities	108		(172)
Net cash provided by (used in) investing activities	1,345		(15,748)
Financing activities:
Proceeds from credit agreements and long-term debt	96		184,456
Principal payments on credit agreements and long-term debt	(96)		(163,215)
Payments on financing lease obligations	(931)		(277)

Debt issuance costs	—		(5,277)
Shares withheld for taxes on equity-based compensation	(1,158)		(2,339)



Net cash provided by (used in) financing activities	(2,089)		13,348
Effect of exchange rate changes on cash	651		(330)
Increase (decrease) in cash and cash equivalents	3,842		(16,546)
Cash, cash equivalents and restricted cash at beginning of period	37,208		52,485




Cash, cash equivalents and restricted cash at end of period	$	41,050	$	35,939

Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheets
Cash and cash equivalents at end of period	$	41,000	$	35,939
Restricted cash at end of period	50		—
Total cash, cash equivalents and restricted cash at end of period shown in the consolidated statements of cash flows	$	41,050	$	35,939

See Notes to Consolidated Financial Statements

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 March 31, 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 “202 4 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.

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 202 4 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 first 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 in the consolidated statement of operations for the three months ended March 31, 2025. The Company assessed the impact of this out-of-period adjustment and concluded that it was not material to the financial statements previously issued for any interim or annual period, and the adjustment during the quarter ended March 31, 2025 is not expected to be material to the annual financial statements for 2025.

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. In connection with the May 2024 amendment to our ABL Credit Agreement, our former administrative agent required us to collateralize our outstanding letters of credit until the letters of credit expired in March 2025. Restricted cash as of March 31, 2025 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

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. In June 2023, we entered into a memorandum of understanding (“MOU”) with Saltwerx LLC (“Saltwerx”), an indirect wholly owned subsidiary of ExxonMobil Corporation, relating to the Evergreen Unit, and potential bromine and lithium production from brine produced from the unit. We completed an initial preliminary economic assessment in early 2023 for the extraction of the brine and for a bromine processing plant. On January 8, 2024, we announced the completion of a technical resources report for the Evergreen Unit in Arkansas. During the three months ended March 31, 2025 and March 31, 2024, we capitalized approximately $11.2 million and $4.1 million, respectively, of costs associated with the development of our properties in Arkansas.

Foreign Currency Translation

We have designated the Euro, the British pound, the Canadian dollar, the Brazilian real as the functional currencies for our operations in Finland and Sweden, the United Kingdom, Canada and Brazil, respectively. The United States dollar is the designated functional currency for most of our other non-U.S. operations. The cumulative translation effects of translating the applicable accounts from the functional currencies into the United States dollar at current exchange rates are included as a separate component of equity. Foreign currency exchange (gains) losses are included in other (income) expense, net and totaled $8.8 million and $(0.2) million during the three months ended March 31, 2025 and March 31, 2024, respectively. Foreign currency exchange losses during the three months ended March 31, 2025 include recognition of a $9.5 million cumulative foreign currency translation adjustment loss, which was reclassified from accumulated other comprehensive loss due to the dissolution of our former subsidiary in Canada during the three months ended March 31, 2025.

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:


	Three Months Ended March 31,
	2025		2024
	(in thousands)
Interest paid	$	4,999	$	5,406
Income taxes paid	$	3,360	$	433

	March 31, 2025		December 31, 2024
	(in thousands)
Accrued capital expenditures	$	5,292	$	7,131

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 $26.3 million and $30.4 million as of March 31, 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 $0.6 million and $0.4 million as of March 31, 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 $0.1 million during the three months ended

March 31, 2025 and March 31, 2024, respectively, deferred in unearned income as of the beginning of the period. During the three months ended March 31, 2025 and March 31, 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 March 31,
	2025		2024
	(in thousands)
Completion Fluids & Products
United States	$	61,144	$	41,437
International	31,874		35,845
	93,018		77,282
Water & Flowback Services
United States	55,878		64,711
International	8,244		8,979
	64,122		73,690




Total Revenue
United States	117,022		106,148
International	40,118		44,824
	$	157,140	$	150,972

NOTE 3 – INVENTORIES

Components of inventories as of March 31, 2025 and December 31, 2024 are as follows:


	March 31, 2025		December 31, 2024
	(in thousands)
Finished goods	$	89,804	$	90,919
Raw materials	7,023		1,599
Parts and supplies	7,681		7,297
Work in progress	1,978		1,882
Total inventories	$	106,486	$	101,697

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

NOTE 4 – INVESTMENTS

Our investments as of March 31, 2025 and December 31, 2024 consist of the following:


	March 31, 2025		December 31, 2024
	(in thousands)
Investment in Kodiak	$	—	$	18,393
Investment in Standard Lithium	1,016		1,168
Other investments	8,670		8,598
Total Investments	$	9,686	$	28,159

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 three months ended March 31, 2025, we recorded a net gain of $0.6 million from the sale of our Kodiak shares.

In addition, 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 March 31, 2025 and December 31, 2024 consists of the following:


	Scheduled Maturity	March 31, 2025		December 31, 2024

		(in thousands)
Term Credit Agreement(1)	January 1, 2030	$	180,095	$	179,696




Total long-term debt		$	180,095	$	179,696

(1) Net of unamortized discount of $4.8 million and $5.0 million as of March 31, 2025 and December 31, 2024, respectively, and net of unamortized deferred financing costs of $5.1 million and $5.3 million as of March 31, 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 March 31, 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.

ABL Credit Agreement

As of March 31, 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 March 31, 2025 and December 31, 2024, respectively, were classified as other long-term assets on the accompanying consolidated balance sheet as there was no outstanding balance on our ABL Credit Agreement. As of March 31, 2025, our ABL Credit Agreement provides, with certain restrictions, for a senior secured revolving credit facility of up to $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 $87.1 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 outstanding 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

In January 2022, the Company entered into a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden (“Swedish Credit Facility”). As of March 31, 2025, we had no balance outstanding and availability of approximately $5.0 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

In January 2022, the Company also entered into an agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”). As of March 31, 2025, there were $1.5 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 March 31, 2025, we are in compliance with all covenants under the credit agreements.

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 March 31, 2025. For additional discussion of our legal proceedings, please see our 202 4 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 March 31, 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 $55.9 million, including $17.4 million for the remainder of 2025, $22.2 million in 2026, $15.4 million in 2027, and $0.9 million in 2028. As of March 31, 2025, our Water & Flowback Services division had an obligation to purchase equipment for approximately $4.0 million during the year ending December 31, 2025. As of March 31, 2025, we also have commitments of $23.8 million related to long-lead power infrastructure for our Completion Fluids & Products Division’s proposed bromine plant in Arkansas, including $10.3 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 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. 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.

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.

We also hold investments in convertible notes, common units, and preferred units issued by two privately-held companies. Our investment in certain preferred units 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-month periods ended March 31, 2025 and March 31, 2024 are as follows:


	Three Months Ended March 31, 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	$	19,561	$	1,388	$	7,210	$	28,159

Sale of investments	(19,011)		—		—		(19,011)
Reclassification between Level 2 and Level 3 fair value	—		(1,388)		1,388		—
Unrealized gain on equity securities	466		—		—		466
Unrealized loss on embedded option	—		—		(209)		(209)
Unrealized gain on convertible note, excluding embedded option	—		—		281		281
Investment balance at end of period	$	1,016	$	—	$	8,670	$	9,686


	Three Months Ended March 31, 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	$	10,154	$	7,200	$	17,354


Unrealized gain on equity securities	2,994		—		2,994
Unrealized loss on embedded option	—		(199)		(199)
Unrealized gain on convertible note, excluding embedded option	—		237		237
Investment balance at end of period	$	13,148	$	7,238	$	20,386

Recurring fair value measurements by valuation hierarchy as of March 31, 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 Unobservable Inputs
Description	March 31, 2025		(Level 1)		(Level 3)
	(in thousands)

Investment in Standard Lithium	$	1,016	$	1,016	$	—
Other investments	8,670		—		8,670

Total investments	$	9,686


			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	$	18,393	$	18,393	$	—	$	—
Investment in Standard Lithium	1,168		1,168		—		—
Other investments	8,598		—		1,388		7,210

Investments	$	28,159

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 March 31,
	2025	2024
	(in thousands)
Number of weighted average common shares outstanding	132,350	130,453
Assumed vesting of equity awards	1,407	1,670
Average diluted shares outstanding	133,757	132,123

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
	March 31, 2025
	Completion Fluids & Products		Water & Flowback Services		Corporate		Total
	(in thousands)
Revenue	$	93,018	$	64,122	$	—	$	157,140
Cost of product sales and services	54,315		50,250		—		104,565
Depreciation, amortization and accretion	2,177		6,880		94		9,151
Impairments and other charges	—		518		—		518


General and administrative expense	6,683		5,735		11,716		24,134
Interest (income) expense, net	(115)		(7)		4,846		4,724

Other (income) expense, net	(719)		9,634		47		8,962
Net income (loss) before taxes	$	30,677	$	(8,888)	$	(16,703)	$	5,086

Capital expenditures	$	13,843	$	4,064	$	49	$	17,956

	March 31, 2025
Total assets	$	318,848	$	162,365	$	132,872	$	614,085

	Three Months Ended
	March 31, 2024
	Completion Fluids & Products		Water & Flowback Services		Corporate		Total
	(in thousands)
Revenue	$	77,282	$	73,690	$	—	$	150,972
Cost of product sales and services	48,464		62,650		—		111,114
Depreciation, amortization and accretion	2,387		6,288		81		8,756



General and administrative expense	6,693		4,503		11,102		22,298
Interest (income) expense, net	(269)		76		6,145		5,952
Loss on debt extinguishment	—		—		5,535		5,535
Other (income) expense, net	215		(548)		(3,645)		(3,978)
Net income (loss) before taxes	$	19,792	$	721	$	(19,218)	$	1,295

Capital expenditures	$	7,705	$	8,045	$	77	$	15,827

	December 31, 2024
Total assets	$	290,788	$	158,475	$	155,932	$	605,195

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 three months of 2025 of $157.1 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 three months of 2025 increased compared to both the last three months of 2024 and the first three months of 2024, led by deepwater Gulf of America as we completed the first of the three scheduled CS Neptune wells and made significant progress on the second well. TETRA CS Neptune fluids projects are historically higher revenue and margin projects. The Completion Fluids & Products division also benefited from an early start to the seasonally strong calcium chloride business in Northern Europe in the first quarter, for which we expect to continue to benefit through the second quarter. We also expect to begin the multi-year deep water completion fluids contract in Brazil during the second quarter.

Our Water & Flowback Services revenues decreased slightly compared to the last three months of 2024 and decreased 13.0% compared to the first three months of 2024, reflecting weaker 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 were relatively flat despite much lower customer activity levels as our cost control actions and continued focused on automation contributed to stable margins in a weaker environment.

We remain committed to pursuing low-carbon energy initiatives that leverage our completion fluids and aqueous chemistry core competencies, our significant bromine and lithium assets and technologies, and our leading calcium chloride production capabilities. 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. 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 anticipate this continue throughout the duration of 2025.

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 shipments and our recently announced 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. We are commencing a pilot project that is expected to begin in the first half of 2025 and includes a rangeland grass growth study in a greenhouse using TDS processed water.

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 March 31, 2025 compared with three months ended December 31, 2024.

Consolidated Comparisons


	Three Months Ended						Period to Period Change
	March 31,			December 31,			$ Change		% Change
	2025			2024
	(in thousands, except percentages)
Revenues	$	157,140		$	134,504		$	22,636	16.8	%
Gross profit	42,906			31,135			11,771		37.8	%
Gross profit as a percentage of revenue	27.3		%	23.1		%

General and administrative expense	24,134			23,128			1,006		4.3	%
General and administrative expense as a percentage of revenue	15.4		%	17.2		%
Interest expense, net	4,724			5,232			(508)		(9.7)	%

Other (income) expense, net	8,962			(4,617)			(13,579)		NM(1)
Income before taxes and discontinued operations	5,086			7,392			(2,306)		(31.2)	%
Income before taxes and discontinued operations as a percentage of revenue	3.2		%	5.5		%
Provision (benefit) for income taxes	1,037			(94,841)			95,878		(101.1)	%
Net income before discontinued operations	4,049			102,233			(98,184)		(96.0)	%
Discontinued operations:
Income from discontinued operations, net of taxes	—			490			490		100.0	%
Net income	4,049			102,723			(98,674)		(96.1)	%
Loss attributable to noncontrolling interests	—			1			(1)		100.0	%
Net income attributable to TETRA stockholders	$	4,049		$	102,724		$	(98,675)	(96.1)	%

(1) Percent change is not meaningful

Consolidated revenues increased between the current and previous quarters primarily due to higher activity for the Completion Fluids & Products division, driven by increased pricing and volume sales in the Northern European industrial chemicals market. 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 driven by the first CS Neptune well and an early start to the seasonal calcium chloride business in Northern Europe. 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 a $7.8 million increase in foreign exchange losses, including recognition of $9.5 million cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada, partially offset by increased foreign exchange gains in Brazil. Consolidated other (income) expense, net also includes a $4.8 million net decrease in unrealized gains on investments.

Consolidated provision for income tax was $1.0 million expense during the current quarter, compared to $94.8 million benefit during the prior quarter. The change in our tax provision compared to the prior quarter tax benefit was primarily due to the reversal of the valuation allowance related to our United States deferred tax assets (federal and state) during the prior quarter. Our consolidated effective tax rate for the three months ended March 31, 2025 was 20.4%, which approximates our statutory tax rate in the United States.

Divisional Comparisons

Completion Fluids & Products Division


	Three Months Ended						Period to Period Change
	March 31,			December 31,			$ Change		% Change
	2025			2024
	(in thousands, except percentages)
Revenues	$	93,018		$	68,869		$	24,149	35.1	%
Gross profit	36,526			24,852			11,674		47.0	%
Gross profit as a percentage of revenue	39.3		%	36.1		%

General and administrative expense	6,683			6,016			667		11.1	%
General and administrative expense as a percentage of revenue	7.2		%	8.7		%
Interest (income) expense, net	(115)			633			748		(118.2)	%
Other (income) expense, net	(719)			871			(1,590)		(182.5)	%
Net income before taxes and discontinued operations	$	30,677		$	17,332		$	13,345	77.0	%
Net income before taxes and discontinued operations as a percentage of revenue	33.0		%	25.2		%

Revenues for our Completion Fluids & Products Division increased driven by completion of the first of the three scheduled CS Neptune wells. We also benefited from an early start to the seasonally strong calcium chloride business in Northern Europe.

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 as CS Neptune fluids 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.

Completion Fluids & Products Division general and administrative expense increased $0.7 million, primarily due to a $0.3 million increase in compensation expense including short-term incentive compensation and a $0.3 million increase in professional services fees.

Other expense, net increased primarily due to a $1.7 million increase in foreign exchange gain, primarily in Brazil.

Water & Flowback Services Division


	Three Months Ended						Period to Period Change
	March 31,			December 31,			$ Change		% Change
	2025			2024
	(in thousands, except percentages)
Revenues	$	64,122		$	65,635		$	(1,513)	(2.3)	%
Gross profit	6,474			6,382			92		1.4	%
Gross profit as a percentage of revenue	10.1		%	9.7		%
General and administrative expense	5,735			4,583			1,152		25.1	%
General and administrative expense as a percentage of revenue	8.9		%	7.0		%

Interest income, net	(7)			(75)			68		(90.7)	%
Other (income) expense, net	9,634			(275)			9,909		NM(1)
Net income (loss) before taxes and discontinued operations	$	(8,888)		$	2,149		$	(11,037)	(513.6)	%
Net income (loss) before taxes and discontinued operations as a percentage of revenue	(13.9)		%	3.3		%

(1) Percent change is not meaningful

Revenues for our Water & Flowback Services Division declined slightly compared to the prior quarter, primarily due to lower overall customer activity in the North America onshore business.

Gross profit for our Water & Flowback Services Division remained comparable to the previous quarter as our cost control actions and continued focused on automation contributed to stable margins in a weaker environment.

The Water & Flowback Services Division net loss before taxes and discontinued operations this quarter compared to a gain from the previous quarter is primarily due to recognition of a $9.5 million cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada and a $1.2 million increase in general and administrative expense due to an increase in compensation expense.

Corporate Overhead


	Three Months Ended				Period to Period Change
	March 31,		December 31,		$ Change		% Change
	2025		2024
	(in thousands, except percentages)
Depreciation and amortization	$	94	$	99	$	(5)	(5.1)	%

General and administrative expense	11,716		12,529		(813)		(6.5)	%
Interest expense, net	4,846		4,674		172		3.7	%


Other (income) expense, net	47		(5,213)		(5,260)		NM(1)
Net loss before taxes and discontinued operations	$	(16,703)	$	(12,089)	$	4,614	38.2	%

(1) Percent change is not meaningful

Corporate overhead net loss before taxes and discontinued operations increased compared to the prior quarter is primarily due to a $4.7 million decrease in unrealized gains related to unit price changes of our investment in Kodiak, which we sold in January 2025. Kodiak acquired CSI Compressco LP (“CSI Compressco”) in April 2024.

Three months ended March 31, 2025 compared with three months ended March 31, 2024.

Consolidated Comparisons


	Three Months Ended
	March 31,						Period to Period Change
	2025			2024			$ Change		% Change
	(in thousands, except percentages)
Revenues	$	157,140		$	150,972		$	6,168	4.1	%
Gross profit	42,906			31,102			11,804		38.0	%
Gross profit as a percentage of revenue	27.3		%	20.6		%

General and administrative expense	24,134			22,298			1,836		8.2	%
General and administrative expense as a percentage of revenue	15.4		%	14.8		%
Interest expense, net	4,724			5,952			(1,228)		(20.6)	%
Loss on debt extinguishment	—			5,535			(5,535)		100.0	%

Other (income) expense, net	8,962			(3,978)			(12,940)		(325.3)	%
Net income before taxes	5,086			1,295			3,791		292.7	%
Net income before taxes as a percentage of revenue	3.2		%	0.9		%
Provision for income taxes	1,037			380			657		172.9	%





Net income attributable to TETRA stockholders	$	4,049		$	915		$	3,134	342.5	%

(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 and stable margins from our Water & Flowback Services Divisions.

Consolidated general and administrative expenses increased compared to the prior year due to higher professional services and other expenses.

Interest expense, net decreased $1.2 million due to an increase in the interest expense capitalized for our Arkansas development as well as lower interest rates on our Term Credit Agreement.

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 expense, net, changed compared to the prior year primarily due to a $9.0 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, and a $2.5 million decrease in net unrealized gain on investments.

Consolidated provision for income taxes was $1.0 million expense during the current year, compared to $0.4 million expense during the prior year. Our consolidated effective tax rate for the current year is 20.4%, compared to 29.3% during the prior year. Our effective tax rate for the current year approximates our statutory tax rate in the United States.

Divisional Comparisons

Completion Fluids & Products Division


	Three Months Ended
	March 31,						Period to Period Change
	2025			2024			$ Change		% Change
	(in thousands, except percentages)
Revenues	$	93,018		$	77,282		$	15,736	20.4	%
Gross profit	36,526			26,431			10,095		38.2	%
Gross profit as a percentage of revenue	39.3		%	34.2		%

General and administrative expense	6,683			6,693			(10)		(0.1)	%
General and administrative expense as a percentage of revenue	7.2		%	8.7		%
Interest income, net	(115)			(269)			(154)		(57.2)	%
Other (income) expense, net	(719)			215			934		NM(1)
Net income before taxes	$	30,677		$	19,792		$	10,885	55.0	%
Net income before taxes as a percentage of revenue	33.0		%	25.6		%

(1) Percent change is not meaningful

Revenues for our Completion Fluids & Products Division increased primarily due to completion of the first of the three scheduled CS Neptune wells. We also benefited from an early start to the seasonally strong calcium chloride business in Northern Europe.

Gross profit for our Completion Fluids & Products Division increased compared to the prior year due to higher revenues. Profit margins improved as CS Neptune fluids generate higher margins than other projects. 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 improved, primarily from an $0.8 million increase in foreign exchange gains, primarily in Brazil.

Water & Flowback Services Division


	Three Months Ended
	March 31,						Period to Period Change
	2025			2024			$ Change		% Change
	(in thousands, except percentages)
Revenues	$	64,122		$	73,690		$	(9,568)	(13.0)	%
Gross profit	6,474			4,752			1,722		36.2	%
Gross profit as a percentage of revenue	10.1		%	6.4		%
General and administrative expense	5,735			4,503			1,232		27.4	%
General and administrative expense as a percentage of revenue	8.9		%	6.1		%
Interest (income) expense, net	(7)			76			(83)		(109.2)%
Other (income) expense, net	9,634			(548)			(10,182)		NM(1)
Net income (loss) before taxes	$	(8,888)		$	721		$	(9,609)	(1,332.7)	%
Net income (loss) before taxes as a percentage of revenue	(13.9)		%	1.0		%

(1) Percent change is not meaningful

Revenues for our Water & Flowback Services Division decreased primarily from lower United States drilling and completion activity.

Gross profit for our Water & Flowback Services Division increased slightly from the prior year despite the decrease in revenues primarily due to continuous efforts to increase margins through streamlining operations and automation.

Net income (loss) before taxes for our Water & Flowback Services Division decreased 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 $1.2 million increase in general and administrative expense due to higher compensation expense.

Corporate Overhead


	Three Months Ended
	March 31,				Period to Period Change
	2025		2024		$ Change		% Change
	(in thousands, except percentages)
Depreciation and amortization	$	94	$	81	$	13	16.0	%

General and administrative expense	11,716		11,102		614		5.5	%
Interest expense, net	4,846		6,145		(1,299)		(21.1)	%
Loss on debt extinguishment	—		5,535		(5,535)		100.0	%
Other (income) expense, net	47		(3,645)		(3,692)		(101.3)	%
Net loss before taxes	$	(16,703)	$	(19,218)	$	(2,515)	(13.1)	%

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 $3.0 million decrease in unrealized gains related to share price changes of our investment in Kodiak and a $1.3 million decrease in interest expense, net due to an increase in the interest expense capitalized for our Arkansas development as well as lower interest rates on our Term Credit Agreement, partially offset by a $0.6 million increase in general and administrative expenses primarily from an increase in professional services.

Non-GAAP Financial Measures

We use U.S. GAAP financial measures such as revenues, gross profit, income (loss) before taxes and discontinued operations, 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 and discontinued operations, excluding impairments, certain special, non-recurring or other charges (or credits), including loss on debt extinguishment, interest, depreciation and amortization and certain non-cash items such as equity-based compensation expense and foreign currency translation adjustments not associated with current operations. The most directly comparable GAAP financial measure is net income (loss) before taxes and discontinued operations. 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.

The following tables reconcile net income (loss) before taxes and discontinued operations to Adjusted EBITDA for the periods indicated:


	Three Months Ended
	March 31, 2025
	Completion Fluids & Products			Water & Flowback Services			Corporate SG&A		Corporate Other		Total
	(in thousands, except percentages)
Revenue	$	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 adjustment	477			—			—		—		477

Impairments and other charges	—			518			—		—		518


Former CEO stock appreciation right credit	—			—			(151)		—		(151)
Transactions, 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 % of revenue	35.7		%	13.0		%					20.5		%

	Three Months Ended
	December 31, 2024
	Completion Fluids & Products			Water & Flowback Services			Corporate SG&A		Corporate Other		Total
	(in thousands, except percentages)
Revenue	$	68,869		$	65,635		$	—	$	—	$	134,504
Net income (loss) before taxes and discontinued operations	17,331			2,149			(12,529)		441		7,392
Cost of product sales and services adjustment	(1,776)			—			—		—		(1,776)




Former CEO stock appreciation right expense	—			—			103		—		103
Transaction, restructuring and other expenses	56			146			650		—		852



Interest (income) expense, net	633			(75)			—		4,674		5,232
Depreciation, amortization and accretion	2,569			6,686			—		99		9,354
Equity-based compensation expense	—			—			1,668		—		1,668
Adjusted EBITDA	$	18,813		$	8,906		$	(10,108)	$	5,214	$	22,825

Adjusted EBITDA as % of revenue	27.3		%	13.6		%					17.0		%

	Three Months Ended
	March 31, 2024
	Completion Fluids & Products			Water & Flowback Services			Corporate SG&A		Corporate Other		Total
	(in thousands, except percentages)
Revenue	$	77,282		$	73,690		$	—	$	—	$	150,972
Net income (loss) before taxes	19,792			721			(11,101)		(8,117)		1,295
Former CEO stock appreciation right credit	—			—			(186)		—		(186)
Transaction, restructuring and other (income) expenses	(159)			—			24		—		(135)
Loss on debt extinguishment	—			—			—		5,535		5,535
Interest (income) expense, net	(269)			76			—		6,145		5,952
Depreciation, amortization and accretion	2,387			6,288			—		81		8,756
Equity-based compensation expense				—			1,623		—		1,623
Adjusted EBITDA	$	21,751		$	7,085		$	(9,640)	$	3,644	$	22,840

Adjusted EBITDA as % of revenue	28.1		%	9.6		%					15.1		%

Adjusted EBITDA is a financial measure that is not in accordance with U.S. GAAP and should not be considered an alternative to net income, operating income, cash provided by operating activities, or any other measure of financial performance presented in accordance with U.S. GAAP. This measure may not be comparable

to similarly titled financial metrics of other companies, as other companies may not calculate Adjusted EBITDA in the same manner as we do. Management compensates for the limitations of Adjusted EBITDA as an analytical tool by reviewing the comparable U.S. GAAP measures, understanding the differences between the measures, and incorporating this knowledge into management’s decision-making processes.

Liquidity and Capital Resources

We believe that our capital structure allows us to meet our financial obligations on both a short-term and long-term basis. Our liquidity at the end of the first quarter was $208.1 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:


	Three Months Ended March 31,
	2025		2024
	(in thousands)
Operating activities	$	3,935	$	(13,816)
Investing activities	$	1,345	$	(15,748)
Financing activities	$	(2,089)	$	13,348

Operating Activities

Consolidated cash flows provided by operating activities increased compared to the first three months of 2024 primarily due to an increase in gross profit and working capital changes.

Investing Activities

Total cash capital expenditures during the first three months of 2025 were $18.0 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 $13.8 million on capital expenditures, including $11.2 million for our Arkansas brine resource development. Our Water & Flowback Services Division spent $4.1 million on capital expenditures to maintain, automate and upgrade its water management and flowback equipment fleet.

Investing activities during the first three 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. If and when the bridging supply agreement is finalized, we will announce our revised Arkansas investment and timing plans.

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.

Financing Activities

Our financing activities for the first three months of 2025 include $0.9 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 March 31, 2025, the market value of our investment in Standard Lithium was $1.0 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. 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 2022, 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 March 31, 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 202 4 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.

Commitments and Contingencies

Litigation

For discussion of our legal proceedings, please see our 202 4 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 202 4 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 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.

These statements include statements concerning the mineral resource and reserve estimates of lithium and bromine, the potential extraction of lithium, bromine and other minerals from our Evergreen Unit and other leased acreage, the ability to obtain local governmental and regulatory approvals, the development of the assets including construction of lithium and/or bromine extraction plants, the economic viability thereof, the demand for such resources, and the timing and cost of such activities, and the expected revenues including any royalties, profits and returns from such activities; the timing and success of our bromine production wells and the construction of our bromine processing facility and related engineering activities; the accuracy of our resources report, feasibility study and economic assessment regarding our lithium and bromine acreage; and the ability to obtain a resources report that moves the remaining portion of our bromine and lithium inferred resources to a higher resource or reserve category. With respect to our disclosures of measured, indicated and inferred mineral resources, including bromine and lithium carbonate equivalent concentrations, 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 MOU with Saltwerx, 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 202 4 Annual Report, and those described from time to time in our future reports filed with the SEC.

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 March 31, 2025, we had no borrowings outstanding under our ABL Credit Agreement or Swedish Credit Facility. The following table sets forth as of March 31, 2025, the principal amount due under our long-term debt obligations and the respective interest rate.

Interest

March 31, 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 March 31, 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 March 31, 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 March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

For information regarding litigation, see “Item 3. Legal Proceedings” in our 202 4 Annual Report and

Note 6 - “Commitments and Contingencies” in the Notes to Consolidated Financial Statements included in this Quarterly Report.

Item 1A. Risk Factors.

As of the date of this filing, TETRA and its operations continue to be subject to the risk factors previously disclosed in the “Risk Factors” sections contained in our 202 4 Annual Report.

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 March 31, 2025, no director or officer of TETRA adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

Exhibits:


3.1			Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on March 1, 2023 (SEC File No. 001-13455)).
3.2			Amended and Restated Certificate of Incorporation of TETRA Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on May 25, 2023 (SEC File No. 001-13455)).
3.3			Second Amended and Restated Bylaws of TETRA Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed on May 25, 2023 (SEC File No. 001-13455)).
31.1*			Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**			Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH++			XBRL Taxonomy Extension Schema Document.
101.CAL++			XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF++			XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB++			XBRL Taxonomy Extension Label Linkbase Document.
101.PRE++			XBRL Taxonomy Extension Presentation Linkbase Document.
104*			Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documents

* Filed with this report.

** Furnished with this report.

++ Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three-month periods ended March 31, 2025 and 2024; (ii) Consolidated Statements of Comprehensive Income for the three-month periods ended March 31, 2025 and 2024; (iii) Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024; (iv) Consolidated Statements of Equity for the three-month periods ended March 31, 2025 and 2024; (v) Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2025 and 2024; and (vi) Notes to Consolidated Financial Statements for the three months ended March 31, 2025.

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:	April 29, 2025	By:	/s/Brady M. Murphy
			Brady M. Murphy
			President and Chief Executive Officer
			Principal Executive Officer


Date:	April 29, 2025	By:	/s/Elijio V. Serrano
			Elijio V. Serrano
			Senior Vice President and Chief Financial Officer
			Principal Financial Officer and Principal Accounting Officer

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Date	Price Target	Rating	Analyst
9/28/2023	$8.00	Buy	The Benchmark Company
6/24/2022	$7.00	Hold → Buy	Johnson Rice

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