UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, ~~2020~~2021

☐ 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~~) (281) 367-1983

(Registrant’s Telephone Number, Including Area Code)

_______________________________________________________________________

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

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



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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and ~~"emerging~~“emerging growth ~~company"~~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 ~~August 6, 2020,~~July 30, 2021, there were ~~125,838,030~~126,604,901 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 (Loss)			2
Consolidated Balance Sheets			3
Consolidated Statements of Equity			5
Consolidated Statements of Cash Flows			76
Notes to Consolidated Financial Statements			87
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			2517
Item 3. Quantitative and Qualitative Disclosures about Market Risk			4230
Item 4. Controls and Procedures			4230

PART II—OTHER INFORMATION
Item 1. Legal Proceedings			4230
Item 1A. Risk Factors			4230
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4330
Item 3. Defaults Upon Senior Securities			4431
Item 4. Mine Safety Disclosures			4431
Item 5. Other Information			4431
Item 6. Exhibits			4532
SIGNATURES			4633

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Operations

(In Thousands, Except Per Share Amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenues:
Product sales	$	62,583	$	67,251	$	107,615	$	137,466
Services	39,743		28,819		72,035		91,307
Total revenues	102,326		96,070		179,650		228,773
Cost of revenues:
Cost of product sales	42,477		45,031		74,460		90,319
Cost of services	34,731		25,576		63,362		74,403
Depreciation, amortization, and accretion	8,236		9,726		17,187		19,277
Impairments and other charges	449		0		449		0
Insurance recoveries	0		(74)		(110)		(74)
Total cost of revenues	85,893		80,259		155,348		183,925
Gross profit	16,433		15,811		24,302		44,848
General and administrative expense	17,351		23,862		37,363		44,210
Interest expense, net	3,886		4,604		8,290		9,896
Warrants fair value adjustment expense (income)	2,698		11		3,021		(327)
Other income, net	(2,232)		(541)		(7,327)		(520)
Loss before taxes and discontinued operations	(5,270)		(12,125)		(17,045)		(8,411)
Provision for income taxes	1,384		1,054		1,552		1,776
Loss before discontinued operations	(6,654)		(13,179)		(18,597)		(10,187)
Discontinued operations:
Income (loss) from discontinued operations, net of taxes	(126)		(23,788)		120,864		(37,156)
Net income (loss)	(6,780)		(36,967)		102,267		(47,343)
Less: (income) loss attributable to noncontrolling interest(1)	27		15,712		(306)		24,537
Net income (loss) attributable to TETRA stockholders	$	(6,753)	$	(21,255)	$	101,961	$	(22,806)
Basic and diluted net income (loss) per common share:
Loss from continuing operations	$	(0.05)	$	(0.11)	$	(0.15)	$	(0.08)
Income (loss) from discontinued operations	0		(0.06)		0.96		(0.10)
Net income (loss) attributable to TETRA stockholders	$	(0.05)	$	(0.17)	$	0.81	$	(0.18)
Average shares outstanding	126,583		125,886		126,365		125,736

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
Revenues:

Product sales $ 98,173
$ 135,350
$ 183,206
$ 227,131
Services 94,268
153,446
232,177
305,393
Total revenues 192,441
288,796
415,383
532,524
Cost of revenues:

Cost of product sales 75,004
108,253
133,971
182,841
Cost of services 58,888
98,049
148,615
200,205
Depreciation, amortization, and accretion 29,842
31,817
59,302
62,445
Impairments and other charges 8,977
2,311
14,348
2,457
Insurance recoveries (591 ) —
(591 ) —
Total cost of revenues 172,120
240,430
355,645
447,948
Gross profit 20,321
48,366
59,738
84,576
General and administrative expense 34,014
36,295
64,551
70,572
Interest expense, net 17,586
18,529
35,442
36,908
Warrants fair value adjustment (income) expense 11
(1,520 ) (327 ) (1,113 )
CCLP Series A Preferred Units fair value adjustment (income) expense —
146
—
1,309
Other (income) expense, net 3,839
627
4,278
(324 )
Loss before taxes and discontinued operations (35,129 ) (5,711 ) (44,206 ) (22,776 )
Provision for income taxes 2,001
2,490
3,155
4,099
Loss before discontinued operations (37,130 ) (8,201 ) (47,361 ) (26,875 )
Discontinued operations:
Income (loss) from discontinued operations, net of taxes 163
(345 ) 18
(771 )
Net loss (36,967 ) (8,546 ) (47,343 ) (27,646 )
Less: loss attributable to noncontrolling interest 15,712
1,633
24,537
9,895
Net loss attributable to TETRA stockholders $ (21,255 ) $ (6,913 ) $ (22,806 ) $ (17,751 )
Basic net loss per common share:

Loss before discontinued operations attributable to TETRA stockholders $ (0.17 ) $ (0.06 ) $ (0.18 ) $ (0.13 )
Income (loss) from discontinued operations attributable to TETRA stockholders $ 0.00
$ 0.00
$ 0.00
$ (0.01 )
Net loss attributable to TETRA stockholders $ (0.17 ) $ (0.06 ) $ (0.18 ) $ (0.14 )
Average shares outstanding 125,886
125,612
125,736
125,646
Diluted net loss per common share:

Loss before discontinued operations attributable to TETRA stockholders $ (0.17 ) $ (0.06 ) $ (0.18 ) $ (0.13 )
Income (loss) from discontinued operations attributable to TETRA stockholders $ 0.00
$ 0.00
$ 0.00
$ (0.01 )
Net loss attributable to TETRA stockholders $ (0.17 ) $ (0.06 ) $ (0.18 ) $ (0.14 )
Average diluted shares outstanding 125,886
125,612
125,736
125,646

(1) (Income) loss attributable to noncontrolling interest includes 0 and $15,781 loss for the three-month periods ended June 30, 2021 and 2020, respectively, and $333 income and $24,615 loss for the six-month periods ended June 30, 2021 and 2020, respectively, related to discontinued operations.

See Notes to Consolidated Financial Statements

Table of Contents

TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(In Thousands)

(Unaudited)

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
Net loss $ (36,967 ) $ (8,546 ) $ (47,343 ) $ (27,646 )
Foreign currency translation adjustment, net of taxes of $0 in 2020 and 2019 1,095
848
(5,372 ) 442
Comprehensive loss (35,872 ) (7,698 ) (52,715 ) (27,204 )
Less: Comprehensive loss attributable to noncontrolling interest 15,597
1,550
24,651
9,636
Comprehensive loss attributable to TETRA stockholders $ (20,275 ) $ (6,148 ) $ (28,064 ) $ (17,568 )


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net income (loss)	$	(6,780)	$	(36,967)	$	102,267	$	(47,343)
Foreign currency translation adjustment from continuing operations, net of taxes of $0 in 2021 and 2020	2,157		1,095		(622)		(5,372)
Comprehensive income (loss)	(4,623)		(35,872)		101,645		(52,715)
Less: Comprehensive income (loss) attributable to noncontrolling interest	27		15,597		(306)		24,651
Comprehensive income (loss) attributable to TETRA stockholders	$	(4,596)	$	(20,275)	$	101,339	$	(28,064)

See Notes to Consolidated Financial Statements

Table of Contents

TETRA Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands)


	June 30, 2020			December 31, 2019				June 30, 2021		December 31, 2020
	(Unaudited)							(Unaudited)
ASSETS							ASSETS
Current assets:							Current assets:
Cash and cash equivalents	$	56,722		$	17,704		Cash and cash equivalents	$	50,314	$	67,252
Restricted cash	58			64			Restricted cash	65		65
Trade accounts receivable, net of allowances of $10,223 in 2020 and $5,262 in 2019	114,306			175,918
Trade accounts receivable, net of allowances of $6,640 in 2021 and $6,824 in 2020							Trade accounts receivable, net of allowances of $6,640 in 2021 and $6,824 in 2020	79,467		64,078
Inventories	115,506			136,510			Inventories	70,071		76,658
Assets of discontinued operations							Assets of discontinued operations	0		710,006

Prepaid expenses and other current assets	22,395			21,158			Prepaid expenses and other current assets	15,881		13,487
Total current assets	308,987			351,354			Total current assets	215,798		931,546
Property, plant, and equipment:							Property, plant, and equipment:
Land and building	57,766			60,586			Land and building	26,477		26,506
Machinery and equipment	1,356,238			1,335,157			Machinery and equipment	361,254		365,296
Automobiles and trucks	27,350			31,681			Automobiles and trucks	16,820		18,446
Chemical plants	58,990			57,692			Chemical plants	62,015		62,714
Construction in progress	9,869			34,393			Construction in progress	4,092		1,526
Total property, plant, and equipment	1,510,213			1,519,509			Total property, plant, and equipment	470,658		474,488
Less accumulated depreciation	(796,629		)	(760,872		)	Less accumulated depreciation	(379,235)		(377,632)
Net property, plant, and equipment	713,584			758,637			Net property, plant, and equipment	91,423		96,856
Other assets:							Other assets:
Patents, trademarks and other intangible assets, net of accumulated amortization of $91,458 in 2020 and $88,422 in 2019	70,175			74,199
Patents, trademarks and other intangible assets, net of accumulated amortization of $68,520 in 2021 and $66,078 in 2020							Patents, trademarks and other intangible assets, net of accumulated amortization of $68,520 in 2021 and $66,078 in 2020	39,237		41,487
Deferred tax assets, net	41			24			Deferred tax assets, net	44		52

Operating lease right-of-use assets	75,524			68,131			Operating lease right-of-use assets	39,517		43,448
Investments							Investments	16,221		2,675
Other assets	20,283			19,577			Other assets	14,569		16,775
Total other assets	166,023			161,931			Total other assets	109,588		104,437
Total assets	$	1,188,594		$	1,271,922		Total assets	$	416,809	$	1,132,839

TETRA Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share Amounts)

TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Equity


	Common Stock Par Value		Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Retained Deficit		Noncontrolling Interest		Total Equity
							Currency Translation

Balance at December 31, 2020	$	1,289	$	472,134	$	(19,484)	$	(49,914)	$	(413,665)	$	80,702	$	71,062
Net income for first quarter 2021	—		—		—		—		108,714		333		109,047
Translation adjustment, net of taxes of $0	—		—		—		(2,779)		—		0		(2,779)
Comprehensive income													106,268
Deconsolidation of CSI Compressco	—		—		—		7,168		—		(82,775)		(75,607)

Equity award activity	6		0		—		—		—		—		6
Treasury stock activity, net	—		—		(449)		—		—		—		(449)
Equity compensation expense	—		962		—		—		—		580		1,542

Other	—		(574)		—		—		—		219		(355)
Balance at March 31, 2021	$	1,295	$	472,522	$	(19,933)	$	(45,525)	$	(304,951)	$	(941)	$	102,467
Net loss for second quarter 2021	—		—		—		—		(6,753)		(27)		(6,780)
Translation adjustment, net of taxes of $0	—		—		—		2,157		—		0		2,157
Comprehensive loss													(4,623)
Dividend	—		—		—		—		—		(119)		(119)
Equity award activity	2		0		—		—		—		—		2
Treasury stock activity, net	—		—		(6)		—		—		—		(6)
Equity compensation expense	—		1,592		—		—		—		0		1,592
Other	—		(242)		—		—		—		(14)		(256)
Balance at June 30, 2021	$	1,297	$	473,872	$	(19,939)	$	(43,368)	$	(311,704)	$	(1,101)	$	99,057

Common Stock
Par Value

Additional Paid-In
Capital

Treasury
Stock

Accumulated Other
Comprehensive Income (Loss)

Retained
Earnings

Noncontrolling
Interest

Total
Equity

Currency
Translation

Balance at December 31, 2019 $ 1,283
$ 466,959
$ (19,164 ) $ (52,183 ) $ (362,522 ) $ 128,453
$ 162,826
Net loss for first quarter 2020 —
—
—
—
(1,551 ) (8,825 ) (10,376 )
Translation adjustment, net of taxes of $0 —
—
—
(6,238 ) —
(229 ) (6,467 )
Comprehensive loss —
—
—
—
—
—
(16,843 )
Distributions to public unitholders —
—
—
—
—
(309 ) (309 )
Equity award activity 4
—
—
—
—
—
4
Treasury stock activity, net —
—
(89 ) —
—
—
(89 )
Equity compensation expense —
1,145
—
—
—
228
1,373
Other —
(16 ) —
—
—
(15 ) (31 )
Balance at March 31, 2020 $ 1,287
$ 468,088
$ (19,253 ) $ (58,421 ) $ (364,073 ) $ 119,303
$ 146,931
Net loss for second quarter 2020 —
—
—
—
(21,255 ) (15,712 ) (36,967 )
Translation adjustment, net of taxes of $0 —
—
—
980
—
115
1,095
Comprehensive loss —
—
—
—
—
—
(35,872 )
Distributions to public unitholders —
—
—
—
—
(311 ) (311 )
Equity award activity 1
—
—
—
—
—
1
Treasury stock activity, net —
—
(181 ) —
—
—
(181 )
Equity compensation expense —
1,685
—
—
—
449
2,134
Other —
4
—
—
—
(20 ) (16 )
Balance at June 30, 2020 $ 1,288
$ 469,777
$ (19,434 ) $ (57,441 ) $ (385,328 ) $ 103,824
$ 112,686


	Common Stock Par Value		Additional Paid-In Capital		Treasury Stock		Accumulated Other Comprehensive Loss		Retained Deficit		Noncontrolling Interest		Total Equity
							Currency Translation

Balance at December 31, 2019	$	1,283	$	466,959	$	(19,164)	$	(52,183)	$	(362,522)	$	128,453	$	162,826
Net loss for first quarter 2020	—		—		—		—		(1,551)		(8,825)		(10,376)
Translation adjustment, net of taxes of $0	—		—		—		(6,238)		—		(229)		(6,467)
Comprehensive loss													(16,843)
Distributions to public unitholders	—		—		—		—		—		(309)		(309)
Equity award activity	4		—		—		—		—		—		4
Treasury stock activity, net	—		—		(89)		—		—		—		(89)
Equity compensation expense	—		1,145		—		—		—		228		1,373
Other	—		(16)		—		—		—		(15)		(31)
Balance at March 31, 2020	$	1,287	$	468,088	$	(19,253)	$	(58,421)	$	(364,073)	$	119,303	$	146,931
Net loss for second quarter 2020	—		—		—		—		(21,255)		(15,712)		(36,967)
Translation adjustment, net of taxes of $0	—		—		—		980		—		115		1,095
Comprehensive loss													(35,872)
Distributions to public unitholders	—		—		—		—		—		(311)		(311)
Equity award activity	1		—		—		—		—		—		1
Treasury stock activity, net	—		—		(181)		—		—		—		(181)
Equity compensation expense	—		1,685		—		—		—		449		2,134
Other	—		4		—		—		—		(20)		(16)
Balance at June 30, 2020	$	1,288	$	469,777	$	(19,434)	$	(57,441)	$	(385,328)	$	103,824	$	112,686

Comprehensive Income (Loss)

See Notes to Consolidated Financial Statements

TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In ~~Thousands)~~Thousands, Unaudited)

See Notes to Consolidated Financial Statements

TETRA Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

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

We are a geographically diversified oil and gas services company, focused on completion fluids and associated products and services, water management, frac flowback and production well ~~testing and offshore rig cooling services, and compression services and equipment.~~testing. We were incorporated in Delaware in 1981. We are composed of 32 divisions – Completion Fluids & Products and Water & Flowback ~~Services, and Compression.~~Services. Unless the context requires otherwise, when we refer to “we,” “us,” and “our,” we are describing TETRA Technologies, Inc. and its consolidated subsidiaries on a consolidated basis.

Our unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The information furnished reflects all normal recurring adjustments, which are, in the opinion of management, necessary to provide a fair statement of the results for the interim periods. Operating results for the period ended June 30, ~~2020~~2021 are not necessarily indicative of results that may be expected for the twelve months ended December 31, ~~2020.~~

We consolidate the financial statements of our CSI Compressco LP subsidiary ("CCLP") as part of our Compression Division, as we determined that CCLP is a variable interest entity and we are the primary beneficiary. We control the financial interests of CCLP and have the ability to direct the activities of CCLP that most significantly impact its economic performance through our ownership of its general partner. The share of CCLP net assets and earnings that is not owned by us is presented as noncontrolling interest in our consolidated financial statements. Our cash flows from our investment in CCLP are limited to the quarterly distributions we receive on our CCLP common units and general partner interest (including incentive distribution rights) and the amounts collected for services we perform on behalf of CCLP, as TETRA's capital structure and CCLP's capital structure are separate, and do not include cross default provisions or cross guarantees.2021.

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"~~(“SEC”) and do not include all information and footnotes required by U.S. generally accepted accounting principles ("(“U.S. ~~GAAP"~~GAAP”) for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, ~~2019~~2020 and notes thereto included in our Annual Report on Form 10-K, which we filed with the SEC on March ~~16, 2020.~~5, 2021.

Significant Accounting Policies

Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, ~~2019~~2020 included in our Annual Report on Form 10-K. There have been no significant changes in our accounting policies or the application thereof during the second quarter of ~~2020.~~2021.

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.

Certain previously reported financial information has been reclassified to conform to the current year's presentation. ~~The~~For a discussion of the reclassification of the financial presentation of our former Compression Division as discontinued operations, see Note 2 - “Discontinued Operations”. Other than the discontinued operations presentation, the impact of ~~such~~ reclassifications was not significant to the prior year's overall presentation. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations.

~~Assets Held for Sale~~

As of June 30, 2020, we had $2.6 million in net book value of compressor equipment classified as held for sale within net property, plant, and equipment on our consolidated balance sheets. For further details of the impairment recorded to adjust the net book value to fair value upon this classification, see Note 3 - Impairments and Other Charges below.

Impairments and Other Charges

Impairments of long-lived assets, including identified intangible assets, are determined periodically when indicators of impairment are present. If such indicators are present, the determination of the amount of impairment is based on our judgment as to the future undiscounted operating cash flows to be generated from the relevant assets throughout their remaining estimated useful lives. If these undiscounted cash flows are less than the carrying amount of the related assets, an impairment is recognized for the excess of the carrying value over fair value. Fair

value of intangible assets is generally determined using the discounted present value of future cash flows using discount rates commensurate with the risks inherent with the specific assets. Assets held for disposal are recorded at the lower of carrying value or estimated fair value less estimated selling costs. ~~See Note 3 - "Impairments and Other Charges" for additional discussion~~During 2021, we recorded an impairment charge of ~~recorded impairments.~~

~~Revenue Recognition~~

~~Performance Obligations.~~ ~~Revenue is generally recognized when we transfer control of~~$0.4 million related to idle equipment in our products or services to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or providing services to our customers. We receive cash equal to the invoice price for most sales of product and services and payment terms typically range from 30 to 60 days from the date we invoice our customer. Since the period between when we deliver products or services and when the customer pays for such products or services is not expected to exceed one year, we have elected not to calculate or disclose a financing component for our customer contracts.

Depending on the terms of the arrangement, we may also defer the recognition of revenue for a portion of the consideration received because we have to satisfy a future performance obligation. For example, consideration received from customers during the fabrication of new compressor packages is typically deferred until control of the compressor package is transferred to our customer.

For any arrangements with multiple performance obligations, we use management's estimated selling price to determine the stand-alone selling price for separate performance obligations. For revenue associated with mobilization of service equipment as part of a service contract arrangement, such revenue, if significant, is deferred and amortized over the estimated service period.

~~Product Sales.~~ Product sales revenues are generally recognized when we ship products from our facility to our customer. The product sales for our Completion Fluids & Products Division consist primarily of clear brine fluids ("CBFs"), additives, and associated manufactured products. Product sales forCanada office within our Water & Flowback Services ~~Division are typically attributed to specific performance obligations within certain production testing service arrangements. Parts and equipment sales comprise the product sales for the Compression~~ Division.

~~Services~~. Service revenues represent revenue recognized over time, as our customer arrangements typically provide agreed upon day-rates (monthly service rates for compression services) and we recognize service revenue based upon the number of days services have been performed. Service revenue recognized over time is There were no impairments associated with a majority of our Water & Flowback Services Division arrangements, compression service and aftermarket service contracts within our Compression Division, and a small portion of Completion Fluids & Products Division revenue that is associated with completion fluid service arrangements. With the exception of the initial terms of the compression services contracts for medium- and high-horsepower compressor packages of our Compression Division, our customer contracts are generally for terms of one year or less. The majority of the service arrangements in the Water & Flowback Services Division are for a period of 90 days or less.

Sales taxes, value added taxes, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. We have elected to recognize the cost for freight and shipping costs as part of cost of product sales when control over our products (i.e. delivery) has transferred to the customer.

~~Use of Estimates.~~ In recognizing revenue for variable consideration arrangements, the amount of variable consideration recognized is limited so that it is probable that significant amounts of revenues will not be reversed in future periods when the uncertainty is resolved. For products returned by the customer, we estimate the expected returns based on an analysis of historical experience. For volume discounts earned by the customer, we estimate the discount (if any) based on our estimate of the total expected volume of products sold or services to be provided to the customercontinuing operations during the discount period. In certain contracts for the sale of CBFs, we may agree to issue credits for the repurchase of reclaimable used fluids from certain customers at an agreed price that is based on the condition of the fluids.

six months ended June 30, 2020.

~~Contract Assets and Liabilities.~~
We consider contract assets to be trade accounts receivable when we have an unconditional right to consideration and only the passage of time is required before payment is due. In certain instances, particularly those requiring customer specific documentation prior to invoicing, our invoicing of the customer is delayed until certain documentation requirements are met. In those cases, we recognize a contract asset rather than a billed trade accounts receivable until we are able to invoice the customer. Contract assets, along with billed trade accounts receivable, are included in trade accounts receivable in our consolidated balance sheets.

We classify contract liabilities as unearned income in our consolidated balance sheets. Such deferred revenue typically results from advance payments received on orders for new compressor equipment prior to the time such equipment is completed and transferred to the customer in accordance with the customer contract. New equipment sales orders generally take less than twelve months to build and deliver.

~~Bill-and-Hold Arrangements.~~ We design and fabricate compressor packages based on our customer’s specifications. In some cases, the customer will request us to hold the equipment, upon completion of the unit, until the job site is ready to receive the equipment. When this occurs, we along with the customer sign a bill-and-hold agreement, which outlines that the customer has title to the equipment, the equipment is ready for delivery, we cannot use the equipment or direct it to another customer, and we have a present right to payment. When those criteria have been met and the agreement is executed, we recognize the revenue on the equipment because control of the equipment has passed to our customer and our performance obligations are complete. Entering into these arrangements is something we have done as a courtesy for certain customers for many years. The equipment subject to the bill-and-hold agreements has generally been invoiced and paid for through progressive billings such that at the time the bill-and-hold agreement is executed, the majority of the contractual cash obligation of the customer has been received by us.

Cost of product sales includes direct and indirect costs of manufacturing and producing our products, including raw materials, fuel, utilities, labor, overhead, repairs and maintenance, materials, services, transportation, warehousing, equipment rentals, insurance, and certain taxes. Cost of services includes operating expenses we incur in delivering our services, including labor, equipment rental, fuel, repair and maintenance, transportation, overhead, insurance, and certain taxes. We include in product sales revenues the reimbursements we receive from customers for shipping and handling costs. Shipping and handling costs are included in cost of product sales. Amounts we incur for “out-of-pocket” expenses in the delivery of our services are recorded as cost of services. Reimbursements for “out-of-pocket” expenses we incur in the delivery of our services are recorded as service revenues. Depreciation, amortization, and accretion includes depreciation expense for all of our facilities, equipment and vehicles, amortization expense on our intangible assets, and accretion expense related to our decommissioning and other asset retirement obligations.

We include in general and administrative expense all costs not identifiable to our specific product or service operations, including divisional and general corporate overhead, professional services, corporate office costs, sales and marketing expenses, insurance, and certain taxes.

Foreign Currency Translation

We have designated the ~~euro,~~Euro, the British pound, the Norwegian krone, the Canadian dollar, the Brazilian real, and the Mexican peso as the functional currencies for our operations in Finland and Sweden, the United Kingdom, Norway, Canada, Brazil, and certain of our operations in Mexico, respectively. The ~~U.S.~~United States dollar is the designated functional currency for all of our other ~~foreign~~non-U.S. operations. The cumulative translation effects of translating the applicable accounts from the functional currencies into the ~~U.S.~~United States dollar at current exchange rates are included as a separate component of equity. Foreign currency exchange (gains) and losses are included in other

(income) expense, net and totaled ~~$0.4~~$(0.2) million and ~~$2.3 millionduring the three and six months ended June 30, 2020, respectively, and $0.8 million and $(0.5)~~$(1.0) million during the three and six months ended June 30, ~~2019,~~2021, respectively, and $0.8 million and $0.9 million for the three and six months ended June 30, 2020, respectively.

Fair Value Measurements

We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. Fair value measurements are utilized on a recurring basis in the determination of the carrying values of certain assets, including our interest in Standard Lithium Ltd. (“Standard Lithium”) and our retained interest in CSI Compressco and liabilities, including the liabilities for the warrants to purchase 11.2 million shares of our common stock (the ~~"Warrants"~~“Warrants”) ~~and our foreign currency derivative contracts. Refer to~~. See Note 98 - ~~"Fair~~“Fair Value ~~Measurements"~~Measurements” for further discussion.

Fair value measurements are also utilized on a nonrecurring basis in certain circumstances, ~~such as in the allocation of purchase consideration for acquisition transactions to the assets and liabilities acquired,~~ including ~~intangible assets and goodwill (a Level 3 fair value measurement), the initial recording of our asset retirement obligations, and for~~ the impairment of long-lived assets ~~including goodwill~~ (a Level 3 fair value measurement).

Supplemental Cash Flow Information

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


	Six Months Ended June 30,
	2021		2020
	(in thousands)
Supplemental cash flow information(1):
Interest paid	$	7,577	$	35,127
Income taxes paid	853		2,195
Decrease in accrued capital expenditures	1,434		1,820

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

New Accounting Pronouncements

Standards adopted in ~~2020~~2021

In ~~August 2018,~~December 2019, the ~~Financial Accounting Standards Board ("FASB")~~FASB issued Accounting Standards Update ~~("ASU"~~(“ASU”) ~~2018-15, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)~~2019-12, “Income Taxes (Topic 740): ~~Customer’s~~Simplifying the Accounting for ~~Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract."~~Income Taxes.” ASU ~~2018-15~~2019-12 simplifies the accounting for income taxes by eliminating certain exceptions related to intraperiod tax allocation, interim period income tax calculation methodology, and the recognition of deferred tax liabilities for outside basis differences. It also simplifies certain aspects of accounting for franchise taxes and clarifies the accounting for ~~implementation costs~~transactions that results in ~~cloud computing arrangements.~~a step-up in the tax basis of goodwill. On January 1, 2021, we adopted ASU ~~2018-15 is effective for interim and annual reporting periods beginning after December 15, 2019, and early adoption is permitted.~~2019-12. The adoption of this standard did not have a material impact on our consolidated financial statements.

Standards not yet adopted

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

In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." ASU 2019-12 simplifies the accounting for income taxes by eliminating certain exceptions related to intraperiod tax allocation, interim period income tax calculation methodology, and the recognition of deferred tax liabilities for outside basis differences. It also simplifies certain aspects of accounting for franchise taxes and clarifies the accounting for transactions that results in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for us the first quarter of fiscal 2021. We continue to assess the potential effects of these changes to our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, which provides optional expedients and exceptions for applying USU.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. Entities may elect to apply the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020. As of June 30, 2021, we have not modified our credit agreements to remove references to LIBOR. We are currently evaluating the impacts of the provisions of ASU 2020-04 on our consolidated financial statements.

NOTE 2 – ~~REVENUE FROM CONTRACTS WITH CUSTOMERS~~

DISCONTINUED OPERATIONS

On January 29, 2021, we entered into the Purchase and Sale Agreement with Spartan Energy Partners, LP (“Spartan”) pursuant to which we sold the general partner of ~~June 30, 2020,~~CSI Compressco, including the IDRs in CSI Compressco and approximately 23.1% of the outstanding limited partner interests in CSI Compressco, in exchange for the combination of $13.4 million in cash paid at closing, $0.5 million in cash payable on the six-month anniversary of the closing and $3.1 million in contingent consideration in the form of cash and/or CSI Compressco common units if CSI Compressco achieves certain financial targets on or before December 31, 2022. Throughout this Quarterly Report, we ~~had~~ refer to the transaction with Spartan as the “GP Sale.”~~$50.0 million~~ ~~of remaining contractual performance obligations for compression services.~~ As a ~~practical expedient, this amount does not reflect revenue for compression service contracts whose original expected duration is less than twelve months and does not consider the effects~~result of ~~the time value of money. Expected revenue to be recognized in the future~~these transactions, we no longer consolidate CSI Compressco as of ~~June 30, 2020 for completion~~January 29, 2021. We recognized a primarily non-cash accounting gain of ~~performance obligations of compression service contracts are~~ ~~as follows:~~

For sales of CBFs where we have agreed to issue credits for the repurchase of reclaimable used fluids at an agreed price based on the condition of the fluid upon return, we adjust the revenue recognized in the period of shipment by an estimated amount, based on historical experience, of the credit expected to be issued. As of June 30, 2020, the amount of remaining credits expected to be issued for the repurchase of reclaimable used fluids was ~~$1.5~~$120.6 million ~~recorded in inventory (right of return asset) and either accounts payable or as a reduction to accounts receivable. There were no material differences between amounts recognized~~ during the ~~three and six month~~six-month period ended June 30, ~~2020, compared~~2021 related to ~~estimates made~~the GP Sale. The gain is included in income (loss) from discontinued operations, net of taxes in our consolidated statement of operations. We will also continue to provide back-office support to CSI Compressco under a ~~prior period~~Transition Services Agreement for up to one year until CSI Compressco has completed a full separation from ~~these variable consideration arrangements.~~our back-office support functions. Our interest in CSI Compressco and the general partner represented substantially all of our Compression Division.

In addition, on March 1, 2018, we closed a series of related transactions that resulted in the disposition of our Offshore Division, consisting of our Offshore Services and Maritech segments. Our ~~contract asset balances, primarily associated with customer documentation requirements, were $19.4 million~~former Compression and ~~$34.9 million~~Offshore Divisions are reported as discontinued operations for all periods presented. Our consolidated balance sheets and consolidated statements of operations report discontinued operations separate from continuing operations. Our consolidated statements of comprehensive income, statements of equity and statements of cash flows combine continuing and discontinued operations. Our current-year consolidated statement of operations, statement of comprehensive income, statement of equity and statement of cash flows include CSI Compressco activity for January 1 through January 29. Our consolidated statements of cash flows for the six-month periods ended June 30, 2021 and June 30, 2020 included $3.0 million and ~~December 31, 2019, respectively. Contract assets, along with billed trade accounts receivable, are included in trade accounts receivable in~~$11.2 million, respectively, of capital expenditures related to our ~~consolidated balance sheets.~~

~~Collections primarily associated with progressive billings to customers~~former Compression division, as well as $271.8 million of proceeds from long-term debt, $273.9 million of payments of long-term debt, $3.6 million from proceeds from sale of property, plant and equipment, and $1.4 million from amortization of deferred financing discounts, costs and gains for the ~~construction of compression equipment is included in unearned income in~~ ~~the consolidated balance sheets.~~ ~~The following table reflects the changes in unearned income in our consolidated balance sheets for the periods indicated:~~

~~During the six month~~six-month period ended June 30, ~~2020, we recognized product sales revenue~~2020. Our current-year results do not include CSI Compressco depreciation or amortization as the assets were considered held for sale. A summary of ~~$5.9 million~~financial information related to our discontinued operations is as follows:


	Three Months Ended June 30, 2020
	Compression		Offshore Services		Total
Major classes of line items constituting loss from discontinued operations
Revenue	$	96,371	$	0	$	96,371
Cost of revenues	62,768		(274)		62,494
Depreciation, amortization, and accretion	20,116		0		20,116
Impairments and other charges	8,977		0		8,977
General and administrative expense	10,152		111		10,263
Interest expense, net	12,982		0		12,982
Other expense, net	4,380		0		4,380
Pretax income (loss) from discontinued operations	(23,004)		163		(22,841)


Income tax provision					947
Total loss from discontinued operations					(23,788)
Loss from discontinued operations attributable to noncontrolling interest					15,781
Loss from discontinued operations attributable to TETRA stockholders					$	(8,007)


	Six Months Ended June 30, 2021
	Compression		Offshore Services		Total
Major classes of line items constituting income from discontinued operations
Revenue	$	18,968	$	0	$	18,968
Cost of revenues	11,474		28		11,502


General and administrative expense	2,795		0		2,795
Interest expense, net	4,336		0		4,336
Other expense, net	15		0		15
Pretax income (loss) from discontinued operations	348		(28)		320
Pretax gain on disposal of discontinued operations					120,574
Total pretax income from discontinued operations					120,894
Income tax provision					30
Total income from discontinued operations					120,864
Income from discontinued operations attributable to noncontrolling interest					(333)
Income from discontinued operations attributable to TETRA stockholders					$	120,531

~~As of June 30, 2020, contract costs were immaterial.~~


	Six Months Ended June 30, 2020
	Compression		Offshore Services		Total
Major classes of line items constituting loss from discontinued operations
Revenue	$	186,610	$	0	$	186,610
Cost of revenues	117,347		(334)		117,013
Depreciation, amortization, and accretion	40,025		0		40,025
Impairments and other charges	14,348		0		14,348
General and administrative expense	20,341		316		20,657
Interest expense, net	25,546		0		25,546
Other expense, net	4,798		0		4,798
Pretax (loss) income from discontinued operations	(35,795)		18		(35,777)


Income tax provision					1,379
Total income from discontinued operations					(37,156)
Loss from discontinued operations attributable to noncontrolling interest					24,615
Loss from discontinued operations attributable to TETRA stockholders					$	(12,541)

Three months ended June 30, Six months ended June 30,
2020 2019 2020 2019
(In Thousands)
Completion Fluids & Products
U.S. 32,102
37,536
$ 70,060
$ 69,142
International 39,244
42,231
76,523
72,206
71,346
79,767
146,583
141,348
Water & Flowback Services
U.S. 22,866
68,412
77,250
141,611
International 1,857
4,712
4,940
10,191
24,723
73,124
82,190
151,802
Compression
U.S. 88,583
126,122
169,183
219,638
International 7,789
9,783
17,427
19,736
96,372
135,905
186,610
239,374
Total Revenue
U.S. 143,551
232,070
316,493
430,391
International 48,890
56,726
98,890
102,133
192,441
288,796
$ 415,383
$ 532,524


	December 31, 2020
	Compression		Offshore Services		Maritech		Total
Carrying amounts of major classes of assets included as part of discontinued operations
Cash and cash equivalents	$	16,577	$	0	$	0	$	16,577
Trade receivables	43,837		0		0		43,837
Inventories	31,220		0		0		31,220
Other current assets	5,231		0		0		5,231
Property, plant, and equipment	551,401		0		0		551,401
Other assets	61,740		0		0		61,740
Total assets associated with discontinued operations	$	710,006	$	0	$	0	$	710,006

Carrying amounts of major classes of liabilities included as part of discontinued operations
Trade payables	$	19,766	$	1,222	$	0	$	20,988
Unearned Income	269		0		0		269
Accrued liabilities and other	36,318		352		228		36,898
Long-term debt, net	638,631		0		0		638,631
Other liabilities	37,253		0		0		37,253
Total liabilities associated with discontinued operations	$	732,237	$	1,574	$	228	$	734,039

~~NOTE 3 –IMPAIRMENTS AND OTHER CHARGES~~

~~Impairments of Long-Lived Assets~~

During the first half of 2020, the COVID-19 pandemic and decline in oil and gas prices had a significant impact on our customers and industry. These events led to a significant reduction in the operations of our customers resulting in a decrease in demand in certain of our service lines.

During the first quarter of 2020, we started to see our customers revise their capital budgets downwards and adjust their operations accordingly, which led to a decline in orders for new compression equipment to be fabricated and sold to third parties. We concluded that these events were indicators of impairment for all our asset groups within our Compression Division and certain asset groups within our Completion Fluids & Products Division. We performed recoverability analyses on the relevant asset groups within these divisions. Based upon these recoverability analyses, we determined that the carrying values of our Midland manufacturing facility and related new unit sales inventory in our Compression Division exceeded their respective fair values. Therefore, we recorded impairments of approximately $5.4 million related to these assets. Fair value was estimated based on a market approach.

During the second quarter of 2020, primarily as a result of continued negative impacts on our compression fleet associated with the COVID-19 pandemic and declines in oil and gas prices, our Compression Division recorded impairments and other charges of approximately $9.0 million associated with non-core used compressor equipment that we have held for sale, the low-horsepower class of our compression fleet, and field inventory for compression and related services. Fair value used to determine impairments was estimated based on a market approach. Given the dynamic nature of the events, we are not able to reasonably estimate how long our operations will be adversely impacted and the full impact these events will have on our operations. As a result, we could have indicators of impairment again in future periods resulting in additional asset impairments.

~~NOTE 4 – INVENTORIES~~

~~Components of inventories as of June 30, 2020 and December 31, 2019 are as follows:~~

Finished goods inventories include newly manufactured clear brine fluids as well as used brines that are repurchased from certain customers for recycling. Work in progress inventory consists primarily of new compressor packages located at our Compression Division manufacturing facility in Midland, Texas.

~~NOTE 5 – LEASES~~

We have operating leases for some of our transportation equipment, office space, warehouse space, operating locations, and machinery and equipment. We have finance leases for certain storage tanks and equipment rentals. These finance leases are not material to our financial statements. Our leases have remaining lease terms ranging from 1 to 16 years. Some of our leases have options to extend for various periods, while some have termination options with prior notice of generally 30 days or six months. The office space, warehouse space, operating location leases, and machinery and equipment leases generally require us to pay all maintenance and insurance costs. During the fourth quarter of 2019, CCLP entered into a lease agreement commitment for 14 compressor packages. The leases are for an initial term of seven years and commence upon the completion of the equipment fabrication. During the first quarter, CCLP took delivery of eight compressor packages. During the second quarter, CCLP took delivery of the remaining six compressor packages. We have no other lease commitments that have not yet commenced that create significant rights and obligations. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Variable rent expense was not material.

Our corporate headquarters facility located in The Woodlands, Texas, was sold on December 31, 2012, pursuant to a sale and leaseback transaction. As a condition to the consummation of the purchase and sale of the facility, the parties entered into a lease agreement for the facility having an initial lease term of 15 years, which is classified as an operating lease. Under the terms of the lease agreement, we have the ability to extend the lease for five successive five-year periods at base rental rates to be determined at the time of each extension.

Components of lease expense, included in either cost of revenues or general and administrative expense based on the use of the underlying asset, are as follows (inclusive of lease expense for leases not included on our consolidated balance sheet based on our accounting policy election to exclude leases with a term of 12 months or less):

~~Supplemental cash flow information:~~

~~Supplemental balance sheet information:~~

~~Additional operating lease information:~~

~~Future minimum lease payments by year and in the aggregate, under non-cancellable operating leases with terms in excess of one year consist of the following at June 30, 2020:~~

At June 30, 2020, future minimum rental receipts under a non-cancellable sublease for office space in one of our locations totaled $5.3 million. For the three and six months ended June 30, 2020, we recognized sublease income of $0.3 million and $0.6 million.

NOTE 3 – REVENUE FROM CONTRACTS WITH CUSTOMERS

Our contract asset balances, primarily associated with customer documentation requirements, were $19.3 million and $12.8 million as of June 30, 2021 and December 31, 2020, 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 $3.0 million and $2.7 million as of June 30, 2021 and December 31, 2020, respectively, and vary based on the timing of invoicing and performance obligations being met. Revenues recognized during the six-month periods endedJune 30, 2021 and June 30, 2020 deferred as of the end of the preceding year were not significant. During the six-month periods ended June 30, 2021 and June 30, 2020, contract costs were not significant.

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

NOTE 4 – INVENTORIES

Components of inventories as of June 30, 2021 and December 31, 2020 are as follows:

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

NOTE 5 – INVESTMENTS

Following the closing of the GP Sale, we continue to own approximately 10.9% of the outstanding CSI Compressco common units. In addition, we are party to agreements in which Standard Lithium has the right to explore, produce and extract lithium in our Arkansas leases as well as additional potential resources in the Mojave region of California. The Company receives cash and stock of Standard Lithium (NYSE:SLI) under the terms of the arrangements. The cash and stock component of consideration received is initially recorded as unearned income based on the quoted market price at the time the stock is received, then recognized in income over the contract term. See Note 8 - “Fair Value Measurements” for further information.

Our investments as of June 30, 2021 and December 31, 2020, consist of the following:


	June 30, 2021		December 31, 2020
	(In Thousands)
Investment in CSI Compressco	$	9,638	$	0
Investment in Standard Lithium	6,583		2,675
Total Investments	$	16,221	$	2,675

NOTE 6 – LONG-TERM DEBT AND OTHER BORROWINGS

We believe our capital structure, excluding CCLP, ("TETRA") and CCLP's capital structure should be considered separately, as there are no cross default provisions or cross guarantees between CCLP's debt and TETRA's debt.

Consolidated long-term debt as of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, consists of the following:


	Scheduled Maturity	June 30, 2021		December 31, 2020

		(In Thousands)
Asset-based credit agreement	September 10, 2023	$	0	$	0
Term credit agreement (1)	September 10, 2025	171,760		199,894
Total debt		171,760		199,894
Less current portion		(8,157)		0
Total long-term debt		$	163,603	$	199,894

June 30, 2020 December 31, 2019
(In Thousands)
TETRA Scheduled Maturity
Asset-based credit agreement (presented net of unamortized deferred financing costs of $0 million as of June 30, 2020 and $1.0 million as of December 31, 2019) September 2023 $ —
$ —
Term credit agreement (presented net of the unamortized discount of $6 million as of June 30, 2020 and $6.4 million as of December 31, 2019 and net of unamortized deferred financing costs of $8.8 million as of June 30, 2020 and $9.5 million as of December 31, 2019) September 2025 205,713
204,633
TETRA total debt 205,713
204,633
Less current portion —
—
TETRA total long-term debt $ 205,713
$ 204,633

CCLP
CCLP asset-based credit agreement (presented net of unamortized deferred financing costs of $0.7 million as of June 30, 2020 and $0.9 million of December 31, 2019) June 2023 746
2,622
CCLP 7.25% Senior Notes (presented net of the unamortized discount of $0.4 million as of June 30, 2020 and $1.7 million as of December 31, 2019 and net of unamortized deferred financing costs of $0.6 million as of June 30, 2020 and $2.8 million as of December 31, 2019) August 2022 79,745
291,444
CCLP 7.50% First Lien Notes (presented net of unamortized deferred financing costs of $5.7 million as of June 30, 2020 and $5.8 million as of December 31, 2019, net of the unamortized discount of $0.2 million as of June 30, 2020, and net of deferred restructuring gain of $5.6 million as of June 30, 2020) April 2025 399,613
344,172
CCLP 10.00%/10.75% Second Lien Notes (presented net of the unamortized discount of $0.8 million as of June 30, 2020, net of unamortized deferred financing costs of $1.3 million as of June 30, 2020, and net of deferred restructuring gain of $4 million as of June 30, 2020) April 2026 157,475
—
CCLP total debt 637,579
638,238
Less current portion —
—
CCLP total long-term debt $ 637,579
$ 638,238
Consolidated total long-term debt $ 843,292
$ 842,871
(1) Net of unamortized discount of $5.0 million and $5.5 million as of June 30, 2021 and December 31, 2020, respectively, and net of unamortized deferred financing costs of $7.5 million and $8.2 million as of June 30, 2021 and December 31, 2020, respectively.

As of June 30, ~~2020, TETRA~~2021, we had 0 outstanding balance and $~~6.4~~6.2 million in letters of credit against ~~its~~our asset-based credit agreement ("(“ABL Credit ~~Agreement"~~Agreement”). Because there was no outstanding balance on this ABL Credit Agreement, associated deferred financing costs of ~~$1.2~~$0.9 million as of June 30, ~~2020,~~2021, were classified as other long-term assets on the accompanying consolidated balance sheet. As of June 30, ~~2020,~~2021, subject to compliance with the covenants, borrowing base, and other provisions of the ABL Credit Agreement that may limit borrowings, ~~TETRA~~we had an availability of ~~$37.1~~$31.7 million under this agreement. ~~There was a $1.5 million balance outstanding and$2.8 million in letters of credit~~against the CCLP asset-based credit agreement ("CCLP Credit Agreement") as of June 30, 2020. As of June 30, 2020, and subject to compliance with the covenants, borrowing base, and other provisions of the CCLP Credit Agreement that may limit borrowings, CCLP had availability of $12.3 million.See Note 11 - “Subsequent Events” for additional information.

~~TETRA and CCLP~~Our credit ~~and senior note~~ agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments. ~~TETRA and CCLP~~As of June 30, 2021, we are ~~both~~ in compliance with all covenants ~~of their respective credit and senior note agreements as of June 30, 2020.~~

~~Second Amendment to Credit Agreement~~

~~On June 11, 2020, CSI Compressco, LP and CSI Compressco Sub Inc (the “Borrowers”) entered into the~~Second Amendment to Loan and Security Agreement (the “Amendment”) amending the Loan and Security Agreement dated June 29, 2018 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) with Bank of America, N.A., in its capacity as administrative agent, issuing bank and swing line issuer (“Administrative Agent”), and the other lenders and loan parties party thereto. The Amendment provided for changes and modifications to the Credit Agreement which include, among other things, changes to certain terms of the Credit Agreement as follows: (i) resizing of the maximum credit commitment under the ~~Credit Agreement from $50,000,000~~credit agreements. Our term credit agreement requires us to ~~$35,000,000; (ii) the inclusion~~offer to prepay a percentage of ~~a $5,000,000 reserve with respect to the Borrowing Base~~Excess Cash Flow (as defined in the ~~Credit Agreement) thereunder, which would result in reduced borrowing availability; (iii)~~term credit agreement) following the ~~removal~~conclusion of the financial covenant compliance test with respect to the Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement); (iv) an increase in the applicable margin related to (x) LIBOR Rate Loans (as defined in the Credit Agreement) to a range between 3.00% and 3.50% and (y) Base Rate Loans (as defined in the Credit Agreement) to a range between 2.00% and 2.50%, in each case, which shall be determined according to average daily excess availability under the Credit Agreement; and (v) an increase in the rate used to calculate the commitment fee in respect of the unutilized commitments under the Credit Agreement to 0.50%. In connection to this amendment, $0.2 million of financing costs were incurred by CCLP and deferred against the carrying value of the amount outstanding, if any. Additionally, $0.2 million of financing fees were charged to other (income) expense, net during the three month period ended June 30, 2020.

~~First Supplemental Indenture for the Old Notes~~

On June 11, 2020, CSI Compressco, LP and CSI Compressco Finance Inc. (the "Issuers") announced that they had accepted for exchange $215,208,000, or approximately 72.7%, of their outstanding 7.25% Senior Notes due 2022 (the "Old Notes") that were validly tendered (and not validly withdrawn) by 11:59 p.m., New York City time, on June 10, 2020, for (i) $50,000,000 of the Issuers' 7.50% Senior Secured First Lien Notes due 2025 (the "7.50% First Lien Notes") and (ii) $155,529,000 aggregate principal amount of new 10.00%/10.75% Senior Secured Second Lien Notes due 2026 (the "10.00%/10.75% Second Lien Notes" and, together with the 7.50% First Lien Notes, the "New Notes"), pursuant to its previously announced exchange offer and consent solicitation (the "Exchange Offer"), which commenced on April 17, 2020. In connection with the exchange offer, CCLP incurred financing fees of $4.8 million which were charged to other (income) expense, net during the three month period ended June 30, 2020.

On June 12, 2020, following receipt of the requisite consents of the holders of the Old Notes, the Issuers entered into the First Supplemental Indenture (the "First Supplemental Indenture"), by and among the Issuers, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee, to the Indenture, dated as of August 4, 2014 (the "Unsecured Indenture"), by and among the Issuers, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee.

The First Supplemental Indenture eliminated substantially all of the restrictive covenants and certain of the default provisions in the Unsecured Indenture and became operative upon the consummation by the Issuers of the Exchange Offer.

On June 12, 2020, the Issuers issued $50,000,000 in aggregate principal amount of New First Lien Notes to certain holders of the Old Notes pursuant to the terms of the Exchange Offer. In March 2018, the Issuers had issued $350,000,000 in aggregate principal amount of 7.50% Senior Secured Notes due 2025 (the

"Existing First Lien Notes" and, together with the New First Lien Notes, the "7.50% First Lien Notes") pursuant to the First Lien Base Indenture. The New First Lien Notes were issued as "additional notes" under the First Lien Base Indenture and will be treated as a single class with such notes but will not trade fungibly with the Existing First Lien Notes.

~~Second Lien Notes Indenture~~

On June 12, 2020, the Issuers issued $155,529,000 in aggregate principal amount of the 10.00%/10.75% Second Lien Notes to certain holders of the Old Notes pursuant to the terms of the Exchange Offer. The Issuers issued the 10.00%/10.75% Second Lien Notes pursuant to an indenture, dated June 12, 2020 (the "Second Lien Notes Indenture"),by and among the Issuers, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (the "Second Lien Trustee"). In connection with the payment of PIK Interest (as defined

below), if any, in respect of the 10.00%/10.75% Second Lien Notes, the Issuers will be entitled, without the consent of the Holders, to increase the outstanding aggregate principal amount of the 10.00%/10.75% Second Lien Notes or issue additional notes ("PIK notes") under the Second Lien Notes Indenture on the same terms and conditions as the 10.00%/10.75% Second Lien Notes offered hereby (each such increase or issuance, a "PIK Payment"). The Issuers may issue additional 10.00%/10.75% Second Lien Notes under the Second Lien Notes Indenture from time to time. Any issuance of additional 10.00%/10.75% Second Lien Notes (including PIK notes) is subject to all of the covenants in the Second Lien Notes Indenture. The 10.00%/10.75% Second Lien Notes and any additional 10.00%/10.75% Second Lien Notes subsequently issued under the indenture, will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Subject to the making of PIK Payments, the Issuers will issue 10.00%/10.75% Second Lien Notes in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000; provided that PIK Payments may result in 10.00%/10.75% Second Lien Notes being issued in denominations of $1.00 and integral multiples of $1.00. The 10.00%/10.75% Second Lien Notes will mature on April 1, 2026. Interest on the 10.00%/10.75% Second Lien Notes will be payable semi-annually in arrears on April 1 and October 1, commencing on October 1, 2020. The Issuers will make each interest payment to the holders of record on March 15 and September 15 immediately preceding each interest payment date. Interest will accrue at (1) the annual rate of 7.250% payable in cash, plus (2) at the election of the Issuers (made by delivering a notice to the Second Lien Trustee not less thancalendar year. Within five business days ~~prior to~~of filing our Annual Report for the ~~record date),~~year ending December 31, 2021, the ~~annual rate of (i) 2.750% payable in cash (together with the annual rate set forth in clause (1), the "Cash Interest Rate") or (ii) 3.500% payable by increasing the principal~~minimum amount of the outstanding 10.00%/10.75% Second Lien Notes or by issuing additional PIK notes, in each case rounding up to the nearest $1.00 (such increased principal amount or additional PIK notes, the "PIK Interest"). In the absence of an interest payment election made by the Issuers as set forth above, interest on the noteswe will be ~~payable as if the Issuers had elected~~required to ~~pay PIK Interest with respect~~offer to ~~the portion of interest payable~~prepay pursuant to ~~clause (2) above.~~this obligation is $8.2 million, which is reported as a current liability in our consolidated balance sheet

The 10.00%/10.75% Second Lien Notes are jointly and severally, and fully and unconditionally, guaranteed (the "Guarantees") on a senior secured basis initially by each of the Partnership's domestic restricted subsidiaries (other than Finance Corp, certain immaterial subsidiaries and certain other excluded domestic subsidiaries, the "Guarantors") and will be secured by a second-priority security interest in substantially all of the Issuers' and the Guarantors' assets (other than certain excluded assets) (the "Collateral") as collateral security for their obligations under the 10.00%/10.75% Second Lien Notes, subject to certain permitted encumbrances and exceptions. At any time prior to April 1, 2023, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the 10.00%/10.75% Second Lien Notes issued under the Second Lien Notes Indenture at a redemption price of 110.000% of the principal amount of the 10.00%/10.75% Second Lien Notes, plus accrued and unpaid interest to the redemption date, with an amount of cash equal to the net cash proceeds of certain equity offerings. On or after April 1, 2023, the Issuers may redeem all or part of the 10.00%/10.75% Second Lien Notes at redemption prices (expressed as percentages of the principal amount) equal to (i) 107.500% for the twelve month period beginning on April 1, 2023; (ii) 105.000% for the twelve-month period beginning on April 1, 2024 and (iii) 100.000% at any time thereafter, plus accrued and unpaid interest up to, but not including, the redemption date. In addition, at any time prior to April 1, 2023, the Company may redeem all or a part of the 10.00%/10.75% Second Lien Notes at a redemption price equal to 100% of the principal amount of the 10.00%/10.75% Second Lien Notes to be redeemed plus a make-whole premium, plus accrued and unpaid interest up to, but not including, the redemption date.

The Second Lien Notes Indenture contains customary covenants restricting the Partnership's ability and the ability of its restricted subsidiaries to: (i) pay distributions on, purchase or redeem its common units or purchase or redeem its subordinated debt; (ii) incur or guarantee additional indebtedness or issue certain kinds of preferred equity securities; (iii) create or incur certain liens securing indebtedness; (iv) sell assets, including dispositions of the Collateral; (v) consolidate, merge or transfer all or substantially all of its assets; (vi) enter into transactions with affiliates; and (vii) enter into agreements that restrict distributions or other payments from its restricted subsidiaries to the Partnership. These covenants are subject to a number of important limitations and exceptions, including certain provisions permitting the Partnership, subject to the satisfaction of certain conditions, to transfer assets to certain of its unrestricted subsidiaries. Moreover, if the 10.00%/10.75% Second Lien Notes receive an investment grade rating from at least two rating agencies and no default has occurred and is continuing under the 10.00%/10.75% Second Lien Notes Indenture, many of the restrictive covenants in the Second Lien Notes Indenture will be terminated. The Second Lien Notes Indenture also contains customary events of default and acceleration provisions relating to such events of default, which provide that upon an event of default under the Second Lien Notes Indenture, the Second Lien Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding 10.00%/10.75% Second Lien Notes may declare all of the 10.00%/10.75% Second Lien Notes to be due and payable immediately.

~~NOTE 7 – DISCONTINUED OPERATIONS~~

On March 1, 2018, we closed a series of related transactions that resulted in the disposition of our Offshore Division. As a result, we have accounted for our Offshore Division, consisting of our Offshore Services and Maritech segments, as discontinued operations. See Note 8 - "Commitments and Contingencies" for further discussion. A summary of financial information related to our discontinued operations is as follows:

NOTE 87 – COMMITMENTS AND CONTINGENCIES

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.

~~Contingencies of Discontinued Operations~~

In early 2018, we closed the Maritech Asset Purchase and Sale Agreement with Orinoco Natural Resources, LLC ("Orinoco") that provided for the purchase by Orinoco of Maritech's remaining oil and gas properties and related assets. Shortly thereafter, we closed the Maritech Membership Interest Purchase and Sale Agreement with Orinoco that provided for the purchase by Orinoco of all of the outstanding membership interests in Maritech. As a result of these transactions, we have effectively exited the business of our former Maritech segment.

Under the Maritech Asset Purchase and Sale Agreement, Orinoco assumed all of Maritech’s decommissioning liabilities related to the leases sold to Orinoco (the “Orinoco Lease Liabilities”) and, under the Maritech Membership Interest Purchase and Sale Agreement, Orinoco assumed all other liabilities of Maritech, including the decommissioning liabilities associated with the oil and gas properties previously sold 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 US Department of the Interior and other parties, respectively.

~~Pursuant to a Bonding Agreement entered into as part of these transactions (the "Bonding Agreement"), Orinoco provided non-revocable performance bonds in an aggregate amount of~~ ~~$46.8 million~~ to cover the performance by Orinoco and Maritech of the asset retirement obligations of Maritech (the “Initial Bonds”) and agreed to replace, within 90 days following the closing, the Initial Bonds with other non-revocable performance bonds, meeting certain requirements, in the aggregate sum of ~~$47.0 million~~ (collectively, the “Interim Replacement Bonds”). Orinoco further agreed to replace, within 180 days following the closing, the Interim Replacement Bonds with a maximum of three non-revocable performance bonds in the aggregate sum of ~~$47.0 million~~, meeting certain requirements (the “Final Bonds”). Among the other requirements of the Final Bonds was that they must provide coverage for all of the asset retirement obligations of Maritech instead of only relating to specific properties. In the event Orinoco did not provide the Interim Replacement Bonds or the Final Bonds, Orinoco was required to make certain cash escrow payments to us.

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 such replacement bonds and neither it nor the Clarkes has made any of the agreed upon cash escrow payments and we filed a lawsuit against Orinoco and the Clarkes to enforce the terms of the Bonding Agreement and the Clarke Bonding Guaranty Agreement. A summary judgment was initially granted in favor of Orinoco and the Clarkes which dismissed our claims against Orinoco under the Bonding Agreement and against the Clarkes under the Clarke Bonding Guaranty Agreement. We filed an appeal and also asked the trial court to grant a new trial on the summary judgment or to modify the judgment because we believe this judgment should notThere have been ~~granted. On November 5, 2019, the trial court signed an order granting~~no material developments in our motion for new trial and vacating the prior order granting summary judgment for Orinoco and the Clarkes. 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.

If we become liable in the future for any decommissioning liability associated with any property covered by either an Initial Bond or an Interim Replacement Bond while such bonds are outstanding and the payment made to us under such bond is not sufficient to satisfy such liability, the Bonding Agreement provides that Orinoco will pay us an amount equal to such deficiency and if Orinoco fails to pay any such amount, such amount must be paid by the Clarkes under the Clarke Bonding Guaranty Agreement. However, if the Final Bonds or the full amount of the escrowed cash have been provided, neither Orinoco nor the Clarkes would be liable to pay us for any such deficiency. Our financial condition and results of operations may be negatively affected if Orinoco is unable to cover any such deficiency or if we become liable for a significant portion of the decommissioning liabilities.

In early 2018, we also closed the sale of our Offshore Division to Epic Companies, LLC (“Epic Companies,” formerly known as Epic Offshore Specialty, LLC). Part of the consideration we received was a promissory note of Epic Companies in the original principal amount of ~~$7.5 million~~ ~~(the “Epic Promissory Note”) payable to us in full, together with interest at a rate of~~ ~~1.52%~~ per annum, on December 31, 2019, along with a personal guaranty agreement from Thomas M. Clarke and Ana M. Clarke guaranteeing the payment obligations of Epic Companies pursuant to the Epic Promissory Note (the “Clarke Promissory Note Guaranty Agreement”). Additionally, pursuant to the Equity Interest Purchase Agreement (the “Offshore Services Purchase Agreement”) and other agreements with Epic Companies, certain other amounts relating to the Offshore Division totaling approximately ~~$1.5 million~~ ~~were payable to us. At the end of August 2019, Epic Companies filed for bankruptcy. We recorded a reserve of~~ ~~$7.5 million~~ ~~for the full amount of the promissory note, including accrued interest, and the certain other receivables in the amount of~~ ~~$1.5 million~~legal proceedings during the quarter ended ~~September~~June 30, ~~2019. The Epic Promissory Note became due~~2021. For a discussionof ourlegalproceedings, please see our Annual Report on Form 10-K for the year ended December 31, 2019 but neither Epic nor the Clarkes made the required payment. Upon the default by Epic and the Clarkes, we filed a lawsuit against the Clarkes on January 15, 2020 in Montgomery County, Texas for breach2020.

Table of the Clarke Promissory Note Guaranty Agreement, seeking the amounts due under the Epic Promissory Note and related interest, as well as attorneys’ fees and expenses. The Clarkes each filed an answer and counterclaims for fraud and negligent misrepresentation and seek monetary damages in excess of $1 million, punitive damages, and attorneys’ fees. We have taken discovery from the Clarkes. Currently, the case is set for its first trial setting on October 19, 2020.~~We will vigorously prosecute our claim and defend against the claims by the Clarkes.~~Contents

NOTE 98 – FAIR VALUE MEASUREMENTS

Financial Instruments

Investments

Our retained investment in CSI Compressco and our investment in Standard Lithium are recorded based on the quoted market stock price in active markets (a Level 1 fair value measurement). The stock component of consideration received for our arrangement with 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. The unearned income associated with the stock component of this agreement is not significant as of June 30, 2021 or December 31, 2020. Changes in the value of stock are recorded in other income (expense) in our consolidated statements of operations

Warrants

The Warrants are valued using a Black Scholes option valuation model that includes ~~implied~~estimates of the volatility of the ~~trading price~~Warrants (a Level 3 fair value measurement).

~~Derivative Contracts~~

We The Warrants are accounted for as a derivative liability and CCLP each enter into short term foreign currency forward derivative contracts with third parties as part of a program designed to mitigate the currency exchange rate risk exposure on selected transactions of certain foreign subsidiaries. As of June 30, 2020, we and CCLP had the following foreign currency derivative contracts outstanding relating to portions of our foreign operations:

Derivative Contracts US Dollar Notional Amount Traded Exchange Rate Settlement Date

(In Thousands)

Forward purchase Euro $ 9,000
1.14 7/2/2020
Forward sale Mexican peso 5,292
22.58 7/2/2020

Under this program, we and CCLP may enter into similar derivative contracts from time to time. 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 formally designated as hedge contracts or qualify for hedge accounting treatment. Accordingly, any changeincreases (or decreases) in the fair value of ~~these derivative contracts during a period will be included~~the Warrants are generally associated with increases (or decreases) in the ~~determination~~trading price of our common stock and by increases in the volatility of our common stock price, resulting in adjustments to earnings for ~~that period.~~

the associated valuation losses (gains), and resulting in future volatility of our earnings during the period the Warrants are outstanding. The fair ~~values~~value of ~~foreign currency derivative contracts are based on quoted market values (a Level 2 fair value measurement).~~the Warrants and associated liability increased during the second quarter of 2021 primarily due to the increase in TETRA’s stock price. The ~~fair values of our and CCLP's foreign currency derivative contracts~~estimated volatility as of June 30, ~~2020 and~~2021 was 60%. The outstanding Warrants expire by December 31, ~~2019, are as follows:~~2021.

Foreign currency derivative contracts Balance Sheet Location Fair Value at
June 30, 2020 Fair Value at
December 31, 2019

(In Thousands)
Forward purchase contracts Current assets $ 95
$ 86
Forward sale contracts Current liabilities —
(53 )
Forward purchase contracts Current liabilities (127 ) (3 )
Net asset (liability) $ (32 ) $ 30

None of our foreign currency derivative contracts contain credit risk related contingent features that would require us to post assets or collateral for contracts that are classified as liabilities. During the three and six months ended June 30, 2020, we recognized $0.1 million and $(0.9) millionof ~~net (gains) losses, respectively, reflected in other (income) expense, net, associated with our foreign currency derivative program. During the three and six months ended June 30, 2019, we recognized $0.2 million and$0.7 million of~~ ~~net (gains) losses, respectively, reflected in other (income) expense, net, associated with our foreign currency derivative program.~~

During the six months ended June 30, 2020, we recorded impairments of approximately $9.0 million, reflecting the decreased fair value for certain assets. The fair values used in these impairment calculations were estimated based on a market approach, which is based on significant unobservable inputs (Level 3) in accordance with the fair value hierarchy.

Recurring and nonrecurring fair value measurements by valuation hierarchy as of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, are as follows:

Fair Value Measurements Using
Total as of Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs
Description June 30, 2020 (Level 1) (Level 2) (Level 3)
(In Thousands)
Midland manufacturing facility and related assets $ 19,646
$ —
$ —
$ 19,646
Non-core used compressor equipment held for sale 2,600
—
2,600
Warrants liability (123 ) —
—
(123 )
Asset for foreign currency derivative contracts 95
—
95
—
Liability for foreign currency derivative contracts (127 ) —
(127 ) —
Net asset $ 22,091


			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, 2020		(Level 1)		(Level 2)	(Level 3)
	(In Thousands)

Investment in Standard Lithium	$	2,675	$	2,675	0	$	0
Warrants liability	(198)		0		0	(198)
Net asset	$	2,477

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

Table of the publicly traded CCLP 7.25% Senior Notes at June 30, 2020 and December 31, 2019, were approximately $41.6 million and $266.0 million, respectively. Those fair values compare to the face amount of $80.7 million and 295.9 million at June 30, 2020 and December 31, 2019, respectively. The fair values of the CCLP 7.50% Senior Secured Notes at June 30, 2020 and December 31, 2019 were approximately $336.4 million and $344.8 million, respectively. These fair values compare to aggregate principal amount of such notes at June 30, 2020 and December 31, 2019, of $400.0 million and $350.0 million, respectively. The fair value of the CCLP 10.00%/10.75% Second Lien Notes at June 30, 2020 was approximately $96.8 million. This fair value compares to aggregate principal amount of such notes at June 30, 2020 of $155.5 million. We based the fair values of the CCLP 7.25% Senior Notes, the CCLP 7.50% Senior Secured Notes, and the CCLP 10.00%/10.75% Second Lien Notes as of June 30, 2020 on recent trades for these notes.Contents

NOTE 109 – NET INCOME (LOSS) PER SHARE

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

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
(In Thousands)
Number of weighted average common shares outstanding 125,886
125,612
125,736
125,646
Assumed exercise of equity awards and warrants —
—
—
—
Average diluted shares outstanding 125,886
125,612
125,736
125,646

~~For thethree and six month periods ended June 30, 2020 and June 30, 2019, the~~The average diluted shares outstanding excludes the impact of ~~all~~certain outstanding equity awards and warrants of 2,013,000 and 1,740,000 shares for the three and six-month periods ended June 30, 2021, respectively, and 16,000 and 11,000 shares for thethree and six-month periods ended June 30, 2020, respectively, as the inclusion of these shares would have been anti-dilutive due to the net ~~losses~~loss from continuing operations recorded during ~~the~~these periods. In addition, for the three and six month period ended June 30, 2019, the calculation of diluted earnings per common share excludes the impact of the CSI Compressco LP Series A Convertible Preferred Units (the "CCLP Preferred Units"), as the inclusion of the impact from conversion of the CCLP Preferred Units into CCLP common units would have been anti-dilutive.

NOTE 1110 – INDUSTRY SEGMENTS

We manage our operations through 32 Divisions: Completion Fluids & Products and Water & Flowback ~~Services, and Compression.~~Services.

Summarized financial information concerning the business segments is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020

	(In Thousands)
Revenues from external customers
Product sales
Completion Fluids & Products Division	$	62,565	$	67,243	$	107,583	$	137,433
Water & Flowback Services Division	18		8		32		33
Consolidated	$	62,583	$	67,251	$	107,615	$	137,466

Services
Completion Fluids & Products Division	$	2,042	$	4,103	$	3,545	$	9,150
Water & Flowback Services Division	37,701		24,716		68,490		82,157
Consolidated	$	39,743	$	28,819	$	72,035	$	91,307







Total revenues
Completion Fluids & Products Division	$	64,607	$	71,346	$	111,128	$	146,583
Water & Flowback Services Division	37,719		24,724		68,522		82,190

Consolidated	$	102,326	$	96,070	$	179,650	$	228,773

Income (loss) before taxes
Completion Fluids & Products Division	$	16,427	$	13,202	$	25,438	$	32,598
Water & Flowback Services Division	(4,978)		(8,418)		(10,458)		(10,662)
Interdivision eliminations	3		2		6		7
Corporate Overhead(1)	(16,722)		(16,911)		(32,031)		(30,354)
Consolidated	$	(5,270)	$	(12,125)	$	(17,045)	$	(8,411)

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020

	(In Thousands)
General and administrative expense	$	9,543	$	11,611	$	22,564	$	19,692
Depreciation and amortization	248		175		418		372
Interest expense	4,044		4,749		9,107		10,204
Warrants fair value adjustment (income) expense	2,698		11		3,021		(327)
Other general corporate income, net	189		365		(3,079)		413
Total	$	16,722	$	16,911	$	32,031	$	30,354

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
(In Thousands)
Revenues from external customers

Product sales

Completion Fluids & Products Division $ 67,243
$ 72,806
$ 137,433
$ 130,134
Water & Flowback Services Division 8
367
33
731
Compression Division 30,922
62,177
45,740
96,266
Consolidated $ 98,173
$ 135,350
$ 183,206
$ 227,131

Services

Completion Fluids & Products Division $ 4,103
$ 6,961
$ 9,150
$ 11,214
Water & Flowback Services Division 24,715
72,757
82,157
151,071
Compression Division 65,450
73,728
140,870
143,108
Consolidated $ 94,268
$ 153,446
$ 232,177
$ 305,393

Total revenues

Completion Fluids & Products Division $ 71,346
$ 79,767
$ 146,583
$ 141,348
Water & Flowback Services Division 24,723
73,124
82,190
151,802
Compression Division 96,372
135,905
186,610
239,374
Interdivision eliminations —
—
—
—
Consolidated $ 192,441
$ 288,796
$ 415,383
$ 532,524

Income (loss) before taxes

Completion Fluids & Products Division $ 13,202
$ 14,614
$ 32,598
$ 20,800
Water & Flowback Services Division (8,418 ) 2,460
(10,662 ) 4,691
Compression Division (23,006 ) (3,483 ) (35,796 ) (11,284 )
Interdivision eliminations 2
1
7
7
Corporate Overhead⁽¹⁾
(16,909 ) (19,303 ) (30,353 ) (36,990 )
Consolidated $ (35,129 ) $ (5,711 ) $ (44,206 ) $ (22,776 )


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

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 2020 2019
(In Thousands)
General and administrative expense $ 11,611
$ 14,350
$ 19,692
$ 26,439
Depreciation and amortization 175
172
372
340
Interest expense 4,749
5,696
10,204
11,038
Warrants fair value adjustment (income) expense 11
(1,520 ) (327 ) (1,113 )
Other general corporate (income) expense, net 363
605
412
286
Total $ 16,909
$ 19,303
$ 30,353
$ 36,990

Table of Contents

NOTE 1211 – SUBSEQUENT EVENTS

On July ~~2, 2020,~~30, 2021, we ~~completed~~entered into an amendment of the ~~previously announced sale~~ABL Credit Agreement that, among other things, extended the term of the credit facility to May 31, 2025 and revised our ~~Midland manufacturing facility~~commitment to $80.0 million, with a $20.0 million accordion. The amendment increased the availability by adding the value of accrued Unites States receivables, increased the forward rates on accounts receivable for investment grade customers and incorporated a ~~total sale price~~new $15.0 million sub-facility subject to a borrowing base consisting of ~~$17.0 million.~~certain trade receivables and inventory in the United Kingdom. The amendment resulted in an increase of approximately $9.4 million to the borrowing base as of July 30, 2021, compared to the borrowing base prior to the amendment. In connection with the ~~sale,~~amendment, we also elected to repay the $8.2 million under our term credit agreement that would have become due in 2022.

In May 2021, we signed a memorandum of understanding (“MOU”) with CarbonFree Chemicals Holdings, LLC (“CarbonFree”), a carbon capture company with patented technologies that capture CO2 and mineralize emissions to make commercial, carbon-negative chemicals. During the one-year MOU period, both Companies will work towards a definitive agreement that might include investments by TETRA into CarbonFree, a joint venture, or other commercial arrangements. On July 23, 2021, we entered into ~~an agreement with the buyer that permits us~~a commitment to ~~continue~~invest $5.0 million in a convertible note to ~~operate the facility until the completion~~be issued by CarbonFree. Our investment in Carbon Free is contingent on certain conditions and ~~sale of our remaining backlog, which we anticipate will~~is expected to be completed during the third quarter of ~~2020. While we will continue to operate the facility until the completion and sale~~2021.

Table of ~~our remaining backlog, we no longer intend to fabricate new compressor packages for sales to third parties or for our own service fleet.~~Contents

During the second quarter of 2020, we entered into an agreement to sell 58 low-horsepower units to one of our customers for $2.6 million. We received the proceeds prior to June 30, 2020, however, the assets were not transferred to the customer until after June 30,2020. Therefore, they are classified as held for sale at June 30, 2020 in our financial statements. In addition, in late July, we received a purchase order to sell $6.7 million of idle high horsepower compressor units to one of our significant customers. We expect this sale to be completed and proceeds received by the end of the third quarter. We have and will continue to evaluate the sale of other non-core assets, including our low-horsepower compression fleet. We can provide no assurance that we will consummate a future sale of our low-horsepower compression fleet or any other non-core asset.

Following a customer bankruptcy filing that occurred during the third quarter of 2020, we recorded an additional $2.8 million reserve against the trade receivable balance in the June 30, 2020 consolidated balance sheet.

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

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and accompanying notes included in this Quarterly Report. In addition, the following discussion and analysis also should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 filed with the SEC on March ~~16,~~ 5, 2021 (“2020 ("~~2019~~ Annual Report"”). This discussion includes forward-looking statements that involve certain risks and uncertainties.

Business Overview

We are a geographically diversified oil and gas services company, focused on completion fluids and associated products and services, comprehensive water management, frac flowback and production well ~~testing and offshore rig cooling services, and compression services and equipment.~~testing. We operate through ~~three~~two reporting segments organized into ~~three~~two Divisions - Completion Fluids & Products and Water & Flowback ~~Services,~~Services. In January, we announced our commitment to pursue low carbon energy initiatives that would leverage our fluids and ~~Compression.~~aqueous chemistry core competencies, our significant bromine and lithium assets (including our approximately 31,100 net acres of brine leases in Arkansas) and technologies, and our leading calcium chloride production capabilities.

~~Demand for products and services of our Completion Fluids & Products Division has remained resilient despite the continued significant downward pressure on~~After declining to historic lows due to depressed oil prices resulting from Russia and Saudi Arabia’s price war and the ~~continuing uncertainty in many of~~COVID-19 pandemic last year, toward the ~~markets where we operate, which affects the plans of many of our oil and gas operations customers. During the second quarter~~end of 2020 we experienced increased completion fluids product sales revenues sequentially in the U.S. Gulf of Mexico while international demand for our completion fluids products decreased, in large part due to a one-time spot sale in Latin America that we had inand into the first quarter of ~~2020. We also benefited from the strong seasonal results of our Northern European industrial chemicals business~~2021, customer activity levels in the ~~current~~North America onshore business began to recover as oil prices returned to over $60 per barrel. Customer activity levels continued to improve during the second quarter as oil prices remained constructive, increasing into the $70 per barrel range by the end of the quarter. ~~However, the continuing low prices for oil and gas and any further price erosion may adversely affect the demand for our products and services in the near future.~~

Recent macroeconomic uncertainty resulting from depressed commodity prices and the COVID-19 pandemic has particularly affected domestic onshore demand for our Water & Flowback Services Division. We experienced decreased water management servicesAlthough activity during the second quarter of ~~2020~~2021 for offshore and ~~without a meaningful recovery, we expect~~international customers remained below prior year levels, our ~~water management services operations~~Completion Fluids and Products business delivered higher revenues sequentially compared to ~~continue~~the first quarter as activity began to ~~be negatively impacted~~ramp back up in the ~~near future.~~

~~Our Compression Division is significantly dependent upon~~Gulf of Mexico and internationally. The continued rollout of COVID-19 vaccines and fiscal stimulus policies are expected to support an ongoing global economic recovery and further improve the oil demand outlook which, together with continued discipline from United States operators, should provide support for oil and gas prices and further increases in offshore activity both in the Gulf of Mexico and internationally during the second half of the year. However, the current market conditions resulting from the COVID-19 pandemic could rapidly change and there could be a new outbreak of a COVID-19 variant or the vaccines may not be as effective as anticipated, which could negatively impact the demand for our services and ~~production~~products and our future revenues, results of ~~oil~~operations and cash flows.

With activity levels expected to further increase during the second half of the year, we are continuing to tightly manage our cost structure. Many of the cost reduction initiatives executed in response to unprecedented industry conditions last year remained in effect as of the end of the second quarter.

On January 29, 2021 as previously announced in our 2020 Annual Report, we closed the sale of the general partner of CSI Compressco, including incentive distribution rights (“IDRs”) in CSI Compressco and approximately 23.1% of the outstanding limited partner interests in CSI Compressco, referred to as the “GP Sale.” We recorded a book gain of $120.6 million during 2021 in connection with the GP Sale. This gain, most of which was non-cash, was a function of CSI Compressco having a negative carrying value within our consolidated balance sheet due to our share of cumulative losses and distributions. We have reflected the operations of our former Compression Division as discontinued operations for all periods presented. Following the closing of the transaction, we continue to own approximately 10.9% of the outstanding CSI Compressco common units. See Note 2 – “Discontinued Operations” in the Notes to Consolidated Financial Statements for further information.

During the first quarter of 2021, we used proceeds from the GP sale and available cash on hand to pay down $29.3 million on our term loan, which matures in September 2025.

Table of Contents

Results of Operations

The following information should be read in conjunction with the Consolidated Financial Statements and the associated ~~natural gas from unconventional oil and natural gas production~~Notes contained elsewhere in this report.

Three months ended June 30, 2021 compared with three months ended June 30, 2020.

Consolidated Comparisons


	Three Months Ended June 30,						Period to Period Change
	2021			2020			2021 vs 2020		% Change
	(In Thousands, Except Percentages)
Revenues	$	102,326		$	96,070		$	6,256	6.5	%
Gross profit	16,433			15,811			622		3.9	%
Gross profit as a percentage of revenue	16.1		%	16.5		%
General and administrative expense	17,351			23,862			(6,511)		(27.3)	%
General and administrative expense as a percentage of revenue	17.0		%	24.8		%
Interest expense, net	3,886			4,604			(718)		(15.6)	%
Warrants fair value adjustment expense	2,698			11			2,687		NM(1)
Other income, net	(2,232)			(541)			(1,691)		(312.6)	%
Loss before taxes and discontinued operations	(5,270)			(12,125)			6,855		(56.5)	%
Loss before taxes and discontinued operations as a percentage of revenue	(5.2)		%	(12.6)		%
Provision for income taxes	1,384			1,054			330		31.3	%
Loss before discontinued operations	(6,654)			(13,179)			6,525		(49.5)	%
Discontinued operations:
Loss from discontinued operations, net of taxes	(126)			(23,788)			23,662		(99.5)	%
Net loss	(6,780)			(36,967)			30,187		(81.7)	%
Loss attributable to noncontrolling interest	27			15,712			(15,685)		(99.8)	%
Net loss attributable to TETRA stockholders	$	(6,753)		$	(21,255)		$	14,502	(68.2)	%

(1) Percent change is not meaningful

Consolidated revenues increased in the ~~domestic and international markets in~~current year quarter primarily due to improving industry conditions compared to the prior year quarter which ~~we operate. During the second quarter of 2020, we continued to see macroeconomic uncertainty in the oil and natural gas industry and steep declines in spending~~had been significantly affected by ~~the oil and gas operators as evidenced by a 64% decline in the U.S. onshore rig count. In addition, the second quarter of 2020 was the first full quarter where we experienced~~ the impact of the COVID-19 pandemic and ~~mitigation efforts to minimize the spread~~reduced demand for oil and gas. See Divisional Comparisons section below for a more detailed discussion of the ~~virus. The~~change in our revenue.

~~unprecedented drop~~Consolidated gross profit increased in ~~U.S. land oil~~the current year quarter primarily due to the increase in revenue, partially offset by an increase in costs associated with the higher activity levels described above, resulting in relatively stable margins.

Consolidated general and ~~natural gas activity led~~administrative expenses decreased for the current quarter compared to ~~some~~the prior year quarter, primarily due to cost reduction actions taken during the last twelve months, including reduced compensation of $2.6 million. In addition, prior year bad debt expense was $3.8 million, which included a significant reserve related to a customer bankruptcy.

Increases (or decreases) in the fair value of the Warrants are generally associated with increases (or decreases) in the trading price of our ~~customers temporarily shutting~~common stock, resulting in ~~wells, presenting a new challenge~~adjustments to earnings for ~~us. Approximately 15%~~the associated valuation losses (gains), and resulting in future volatility of our ~~US domestic horsepower was on standby~~earnings during the period the Warrants are outstanding. The increase in TETRA’s stock price over the last three months resulted in the fair-value adjustment expense in the current period of $2.7 million.

Consolidated other income, net, increased in the current quarter, compared to the prior year quarter primarily due to a $1.2 million increase in income related to unit and stock price appreciation of our investments in CSI Compressco and Standard Lithium. In addition, other income, net, includes foreign currency gains of

Table of Contents

$0.2 million in the current year quarter compared to foreign currency losses of $0.8 million in the prior year quarter. These increases in other income were partially offset by a $0.6 million decrease in gains associated with the sale of assets.

Consolidated provision for income taxes was $1.4 million during the current quarter, compared to $1.1 million during the prior year quarter. Our consolidated effective tax rate for the current quarter of negative 26.3% was primarily the result of losses generated in entities for which no related tax benefit has been recorded. The losses generated by these entities do not result in tax benefits due to offsetting valuation allowances being recorded against the related net deferred tax assets. We establish a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to offset future income tax liabilities in the United States as well as in certain non-U.S. jurisdictions.

Income from discontinued operations, net of taxes, was nominal compared to a loss of $23.8 million for the prior year quarter. The current period includes a $(0.1) million adjustment to the gain recognized from the GP Sale completed in January 2021, while the prior year reflects CSI Compressco‘s full quarter results, including $9.0 million of asset impairments.

Income (loss) attributable to noncontrolling interest improved $15.7 million from the prior year quarter as CSI Compressco’s results were included in the prior year, while the continuing noncontrolling interest is immaterial for TETRA.

Divisional Comparisons

Completion Fluids & Products Division


	Three Months Ended June 30,						Period to Period Change
	2021			2020			2021 vs 2020		% Change
	(In Thousands, Except Percentages)
Revenues	$	64,607		$	71,346		$	(6,739)	(9.4)	%
Gross profit	18,543			20,819			(2,276)		(10.9)	%
Gross profit as a percentage of revenue	28.7		%	29.2		%
General and administrative expense	4,598			8,442			(3,844)		(45.5)	%
General and administrative expense as a percentage of revenue	7.1		%	11.8		%
Interest income, net	(162)			(143)			(19)		13.3	%
Other income, net	(2,320)			(682)			(1,638)		240.2	%
Income before taxes	$	16,427		$	13,202		$	3,225	24.4	%
Income before taxes as a percentage of revenue	25.4		%	18.5		%

Revenues for our Completion Fluids & Products Division decreased compared to the prior year quarter primarily due to lower offshore activity in the Gulf of Mexico and internationally. The timing of the reduction in offshore activity during 2020 due to the effects of the COVID-19 pandemic lagged onshore and did not significantly impact the prior year quarter for this division.

Completion Fluids & Products Division gross profit for the current year quarter decreased in relation to decreased revenues mentioned above although margins remained relatively stable.

Pretax income for our Completion Fluids & Products Division increased compared to the prior year period driven by a ~~result. Customers started bringing production back online late~~decrease in general and administrative expense and an increase in other income. The decrease in general and administrative expense was a result of decreased bad debt expense of $3.0 million associated with a customer bankruptcy in the prior year, and decreased wage and benefit related expenses of $0.8 million. The increase in other income, net, was primarily due to a $1.1 million increase in income from our investment in Standard Lithium, including an increase in the Standard Lithium stock price as well as income associated with additional shares received in May 2021. Foreign currency fluctuations were favorable compared with the prior year quarter by $0.4 million.

Table of Contents

Water & Flowback Services Division


	Three Months Ended June 30,						Period to Period Change
	2021			2020			2021 vs 2020		% Change
	(In Thousands, Except Percentages)
Revenues	$	37,719		$	24,724		$	12,995	52.6	%
Gross loss	(1,865)			(4,836)			2,971		(61.4)	%
Gross loss as a percentage of revenue	(4.9)		%	(19.6)		%
General and administrative expense	3,209			3,809			(600)		(15.8)	%
General and administrative expense as a percentage of revenue	8.5		%	15.4		%
Interest income, net	4			(2)			6		(300.0)	%
Other income, net	(100)			(225)			125		(55.6)	%
Loss before taxes	$	(4,978)		$	(8,418)		$	3,440	(40.9)	%
Income (loss) before taxes as a percentage of revenue	(13.2)		%	(34.0)		%

Revenues for our Water & Flowback Services Division increased due to higher customer drilling and completion activity compared to the prior year quarter. Revenues for the prior year quarter had been significantly impacted by industry-wide reductions in rig and frac count resulting from historically low oil prices due to the price war between Russia and Saudi Arabia, as well as the global pandemic.

Gross loss for our Water & Flowback Services Division improved in the current quarter compared to the prior year quarter, primarily due to higher revenues resulting from the increased activity levels described above. Additionally, the decrease in capital expenditures over the past twelve months has resulted in a decrease in depreciation expense as assets become fully depreciated.

The Water & Flowback Services Division reported a lower pretax loss in the current quarter primarily due to an improvement in the gross loss described above, as well as a decrease in general and administrative expense. General and administrative expense for our Water & Flowback Services Division decreased primarily due a decrease in bad debt expense of $0.7 million.

Corporate Overhead


	Three Months Ended June 30,				Period to Period Change
	2021		2020		2021 vs 2020		% Change
	(In Thousands, Except Percentages)
General and administrative expense	$	9,544	$	11,611	$	(2,067)	(17.8)	%
Interest expense, net	4,043		4,749		(706)		(14.9)	%
Warrants fair value adjustment expense	2,698		11		2,687		NM
Depreciation and amortization	248		175		73		41.7	%
Other expense, net	189		365		(176)		(48.2)	%
(Loss) before taxes	$	(16,722)	$	(16,911)	$	189	1.1	%

Corporate Overhead pretax loss decreased due to lower general and administrative expense and interest expense, offset by a $2.7 million fair value adjustment for the outstanding Warrants liability in the current quarter resulting primarily from the increase in TETRA’s stock price. General and administrative expense decreased primarily due to lower salary and employee expenses of $1.7 million and reduced professional expenses of $0.7 million. Salary and employee expenses were lower due to staffing reductions, despite continued appreciation in our stock price, which resulted in $1.3 million of additional expense related to certain long-term incentive compensation awards. The increase in TETRA’s stock price over the last twelve months resulted in the Warrants fair-value adjustment expense in the current period of $2.7 million.

Table of Contents

Six months ended June 30, 2021 compared with six months ended June 30, 2020.

Consolidated Comparisons


	Six Months Ended June 30,						Period to Period Change
	2021			2020			2021 vs 2020		% Change
	(In Thousands, Except Percentages)
Revenues	$	179,650		$	228,773		$	(49,123)	(21.5)	%
Gross profit	24,302			44,848			(20,546)		(45.8)	%
Gross profit as a percentage of revenue	13.5		%	19.6		%
General and administrative expense	37,363			44,210			(6,847)		(15.5)	%
General and administrative expense as a percentage of revenue	20.8		%	19.3		%
Interest expense, net	8,290			9,896			(1,606)		(16.2)	%
Warrants fair value adjustment expense (income)	3,021			(327)			3,348		NM
Other income, net	(7,327)			(520)			(6,807)		NM
Loss before taxes and discontinued operations	(17,045)			(8,411)			(8,634)		102.7	%
Loss before taxes and discontinued operations as a percentage of revenue	(9.5)		%	(3.7)		%
Provision for income taxes	1,552			1,776			(224)		(12.6)	%
Loss before discontinued operations	(18,597)			(10,187)			(8,410)		82.6	%
Discontinued operations:
Income (loss) from discontinued operations, net of taxes	120,864			(37,156)			158,020		(425.3)	%
Net income (loss)	102,267			(47,343)			149,610		(316.0)	%
(Income) loss attributable to noncontrolling interest	(306)			24,537			(24,843)		(101.2)	%
Net income (loss) attributable to TETRA stockholders	$	101,961		$	(22,806)		$	124,767	(547.1)	%

Consolidated revenuesdecreased in thecurrent year period compared to the prior year period primarily due to the effects of the COVID-19 pandemic and the impact of the associated decline in oil prices on customer activity levels. The first quarter of the prior year period was not affected by the decline in oil prices or the pandemic. United States onshore activity was significantly impacted in the second quarter of 2020, but the significant ramp down in offshore and ~~we expect that~~international activity ~~to continue during~~did not occur until the ~~third quarter~~second half of 2020. ~~During~~Gross profit as a percentage of revenue declined primarily due to the ~~first half~~impact of ~~2020, we saw~~fixed costs including rent, depreciation and amortization, which do not vary with revenue, as well as product mix. In addition, our ~~customers revise their capital budgets substantially downward~~revenues were negatively impacted by historic cold weather during February of 2021, which temporarily shut down operations in several southern states within the United States. See Divisional Comparisons section below for additional discussion.

Consolidated general and ~~adjust their operations accordingly,~~administrative expenses decreased primarily due to decreased bad debt expense of $4.7 million and decreased salary and employee expenses of $3.1 million, partially offset by increased professional services fees of $1.2 million related to the GP Sale. Salary and employee expenses were lower despite appreciation in our stock price since the start of the year, which ~~we believe will continue for an indefinite period. We expect reduced activity levels, particularly~~resulted in ~~North America, coupled with downward pricing pressure~~$4.7 million of additional expense related to certain long-term incentive compensation awards. The decrease in our salary and ~~corresponding~~employee expenses stemmed from our restructuring efforts and headcount reductions in ~~revenue and profitability~~response to ~~continue for the remainder of 2020.~~

~~Given~~ the decline in ~~orders for new compression equipment~~activity levels.

Consolidated interest expense, net, decreased in the current year period primarily due to ~~be fabricated and sold to third parties, in early April 2020, we announced our plan to shut down our Midland manufacturing facility. On July 2, 2020, we completed the previously announced sale~~$29.3 million of repayments of our ~~Midland manufacturing~~term credit facility during the first quarter of 2021.

The increase in TETRA’s stock price over the last six months resulted in the Warrants fair-value adjustment expense in the current year period of $3.0 million.

Consolidated other income, net, increased primarily due to a $5.4 million increase in unit and stock price appreciation of our investments in CSI Compressco and Standard Lithium. Additionally, the current year period includes foreign currency gains of $1.0 million, compared with foreign currency losses of $0.9 million in the prior year period.

Table of Contents

Our consolidated provision for income taxes for the current year period is primarily attributable to taxes in certain non-U.S. jurisdictions and Texas gross margin taxes. Our consolidated effective tax rate for the six-month period ended June 30, 2021 of negative 9.1% was primarily the result of losses generated in entities for which no related tax benefit has been recorded. The losses generated by these entities do not result in tax benefits due to offsetting valuation allowances being recorded against the related net deferred tax assets. We establish a ~~total sale price~~valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of ~~$17.0 million. While we~~the deferred tax assets will ~~continue~~not be realized. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to ~~operate~~offset future income tax liabilities in the ~~facility~~United States as well as in certain non-U.S. jurisdictions.

Income from discontinued operations, net of taxes, was $120.9 million compared to a loss of $37.2 million for the prior year, including $14.3 million of asset impairments. The current year income includes a $120.6 million primarily non-cash accounting gain from the deconsolidation of CSI Compressco. This gain is offset by a $0.01 million tax provision after taking into consideration utilization of net operating loss and credit carryforwards.

Income (loss) attributable to noncontrolling interest improved from a $24.5 million loss in the prior year to $0.3 million of income for the first 29 days of January primarily due to the GP Sale in January 2021, and no depreciation or amortization recognized by TETRA for CSI Compressco in the current year.

Divisional Comparisons

Completion Fluids & Products Division


	Six Months Ended June 30,						Period to Period Change
	2021			2020			2021 vs 2020		% Change
	(In Thousands, Except Percentages)
Revenues	$	111,128		$	146,583		$	(35,455)	(24.2)	%
Gross profit	30,194			46,783			(16,589)		(35.5)	%
Gross profit as a percentage of revenue	27.2		%	31.9		%
General and administrative expense	8,904			14,375			(5,471)		(38.1)	%
General and administrative expense as a percentage of revenue	8.0		%	9.8		%
Interest income, net	(300)			(297)			(3)		1.0	%
Other (income) expense, net	(3,848)			107			(3,955)		NM
Income before taxes	$	25,438		$	32,598		$	(7,160)	(22.0)	%
Income before taxes as a percentage of revenue	22.9		%	22.2		%

Revenues for our Completion Fluids & Products Division decreased primarily due to lower activity in the North Sea and some deferral of activity in the Gulf of Mexico as several projects were delayed into future quarters. In addition, the prior year period benefited from a large international order. The COVID-19 pandemic and associated reduction in oil prices did not have a significant impact on offshore activity until the ~~completion and sale~~second half of ~~our remaining backlog, we no longer intend to fabricate new compressor packages for sales to third parties~~. Due to excess compression equipment in the industry, we have seen lower utilization of our compression fleet, client requests to put units on stand-by, and pricing pressures as customers try to reduce their costs.

~~During~~2020. In addition, the first quarter of 2020 ~~we concluded that~~reflected increased division product sales revenues in the ~~impact on our customers~~Gulf of Mexico, including product sales associated with a TETRA CS Neptune completion fluid sale, and ~~industry from the COVID-19 pandemic and decline in oil prices were indicators of impairment~~increased international product sales as well as domestic manufactured products sales.

Gross profit for ~~all asset groups within our Compression Division and certain asset groups in~~ our Completion Fluids & Products ~~Division. As~~Division decreased compared to the prior year period due to lower revenue and product mix. Completion Fluids & Products Division profitability in future periods will continue to be affected by the mix of its products and services, market demand for our products and services, drilling and completions activity and commodity prices.

Pretax income for our Completion Fluids & Products Division decreased due to the reduction in gross profit described above. General and administrative expense decreased primarily due to a ~~result, we performed~~lower bad debt expense of $3.0 million and decreased salary and employee-related expenses of $2.1 million. Other (income) expense, net, improved primarily due to a ~~recoverability analysis on all~~$2.4 million increase in income from our ~~long-lived asset groups and we determined that~~investment in Standard Lithium, most of which was represented by an increase in the ~~carrying values~~Standard Lithium stock price. In addition, foreign currency fluctuations were favorable compared with the prior year period by $1.4 million.

Table of Contents

Water & Flowback Services Division


	Six Months Ended June 30,						Period to Period Change
	2021			2020			2021 vs 2020		% Change
	(In Thousands, Except Percentages)
Revenues	$	68,522		$	82,190		$	(13,668)	(16.6)	%
Gross profit (loss)	(5,479)			(1,569)			(3,910)		249.2	%
Gross profit as a percentage of revenue	(8.0)		%	(1.9)		%
General and administrative expense	5,895			10,143			(4,248)		(41.9)	%
General and administrative expense as a percentage of revenue	8.6		%	12.3		%

Interest income, net	(518)			(11)			(507)		NM
Other income, net	(398)			(1,039)			641		(61.7)	%
Income (loss) before taxes	$	(10,458)		$	(10,662)		$	204	1.9	%
Income (loss) before taxes as a percentage of revenue	(15.3)		%	(13.0)		%

Revenues for our ~~Midland manufacturing facility and related new unit sales inventory exceeded their respective fair values. Therefore, we recorded impairments~~Water & Flowback Services Division decreased in the current year period compared to the prior year period. Although customer activity levels continued to increase from recent lows in response to an improving commodity price environment, they remained well below the level of ~~approximately $5.4 million during~~ the first quarter of ~~2020 related to these assets. During~~2020. Additionally, the second quarter of 2020, as a result of continued negative impacts on our compression fleet associated with the COVID-19 pandemic and declines in oil and gas prices, we recorded impairments and other charges of approximately $9.0 million in our Compression Division associated with non-core used compressor equipment that we have held for sale, the low-horsepower class of our compression fleet, and field inventory for compression and related services. Given the dynamic nature of the events, we are not able to reasonably estimate how long our operations will be impacted and the full impact these events will have on our operations. As a result, we could have indicators of impairment again in future periods resulting in additional asset impairments. We have and will continue to evaluate the sale of non-core assets, including our low-horsepower compression fleet. We can provide no assurance that we will consummate a future sale of our low-horsepower compression fleet or any other non-core asset.

~~During the second quarter of 2020, CCLP, which has a separate capital structure from TETRA, completed a debt exchange offer whereby the effect~~current year was a permanent reduction in outstanding long-term debt of $9.6 million and the extension of maturity dates of certain of its remaining long-term debt balances. See further discussion of these changes in the Liquidity and Capital Resources section below.

We intend to continue to manage our flexible cost structure to proactively respond to changing market conditions and execute on actions necessary to manage through these conditions, some of which could result in impairments or restructuring charges in future periods. Temporary and permanent cost reductions we have implemented include reductions in 2020 capital expenditures, workforce reductions, salary reductions, the suspension of 401(k) matching contributions for our employees, targeted reduction in SG&A expenses, and negotiated reductions in expenditures with many of our suppliers. Absent a meaningful recovery in natural gas and oil prices and a material improvement in the status of the COVID-19 pandemic, we expect our operations to continue to be negatively impacted ~~particularly~~by severe weather that caused extended shut downs in ~~our onshore producing regions of~~certain locations during the ~~United States. We are not able~~first quarter.

The Water & Flowback Services Division reported a deterioration in gross profit (loss) during the current year period compared to ~~predict how long market disruptions~~the prior year period primarily due to lower revenues resulting from the ~~COVID-19 pandemic will continue,~~decreased activity levels described above. In addition, we have incurred some start-up costs associated with a ramp up in activity levels.

The Water & Flowback Services Division reported a lower pretax loss with the increase in gross loss described above, more than offset by a decrease in general and administrative expense. General and administrative expenses decreased primarily due to decreased salary and benefit related expenses of $2.4 million and a decrease in bad debt expense of $1.7 million.

Corporate Overhead


	Six Months Ended June 30,				Period to Period Change
	2021		2020		2021 vs 2020		% Change
	(In Thousands, Except Percentages)
General and administrative expense	$	22,564	$	19,692	$	2,872	14.6	%
Interest expense, net	9,107		10,204		(1,097)		(10.8)	%
Warrants fair value adjustment income	3,021		(327)		3,348		NM
Depreciation and amortization	418		372		46		12.4	%
Other (income) expense, net	(3,079)		413		(3,492)		NM
(Loss) before taxes	$	(32,031)	$	(30,354)	$	(1,677)	(5.5)	%

Corporate Overhead pretax loss increased due to an increase in general and administrative expense and the $3.0 million current period Warrants fair value expense from the increase in TETRA’s stock price, offset by an improvement in other (income) expense, net.

General and administrative expense for our Corporate Overhead for the current year period includes $4.7 million of expense related to certain long-term incentive compensation awards resulting from the significant appreciation in our stock price since the beginning of the year and $1.2 million of transaction expenses related to the GP Sale. Excluding these items, general and administrative expense would have been $16.7 million, or ~~what impact it will ultimately have on our business. Despite that,~~$3.0 million lower than prior year.

Corporate other (income) expense, net changed from $0.4 million expense in the prior year period to $3.1 million income in the current year period. This change was primarily due to a $3.0 million increase in the market value of the CSI Compressco units we ~~will~~ continue to ~~maintain our commitment to safety and service quality for our customers.~~own following the closing of the GP Sale.

Table of Contents

How we Evaluate Operations

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

Adjusted EBITDA. We view Adjusted EBITDA as one of our primary management tools, and we track it on a monthly basis, both in dollars and as a percentage of revenues (typically compared to the prior month, prior year

period, and to budget). We define Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, impairments and certain other non-cash charges and non-recurring adjustments.

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

•evaluate the financial performance of our assets without regard to financing methods, capital structure, or historical cost basis; and

•determine our ability to incur and service debt and fund capital expenditures.

Table of Contents

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


	Three Months Ended
	June 30, 2021
	Completion Fluids & Products			Water & Flowback Services			Corporate SG&A		Other and Eliminations		Total
	(In Thousands, Except Percents)
Revenue	$	64,607		$	37,719		$	—	$	—	$	102,326
Net income (loss) before taxes and discontinued operations	16,427			(4,978)			(9,543)		(7,176)		(5,270)
Adjustment to long-term incentives	—			—			627		—		627
Transactions and other expenses	(391)			145			(99)		—		(345)
Former CEO stock appreciation right expense	—			—			714		—		714
Restructuring expenses	291			742			—		—		1,033
Stock warrant fair value adjustment	—			—			—		2,698		2,698
Adjusted income (loss) before taxes and discontinued operations	$	16,327		$	(4,091)		$	(8,301)	$	(4,478)	$	(543)

Adjusted interest expense, net	(162)			3			—		4,044		3,885
Adjusted depreciation and amortization	1,701			6,087			—		245		8,033
Equity compensation expense	—			—			1,592		—		1,592
Adjusted EBITDA	$	17,866		$	1,999		$	(6,709)	$	(189)	$	12,967

Adjusted EBITDA as % of revenue	27.7		%	5.3		%					12.7		%

	Three Months Ended
	June 30, 2020
	Completion Fluids & Products			Water & Flowback Services			Corporate SG&A		Other and Eliminations		Total
	(In Thousands, Except Percents)
Revenue	$	71,346		$	24,724		$	—	$	—	$	96,070
Net income (loss) before taxes and discontinued operations	13,202			(8,418)			(11,611)		(5,298)		(12,125)
Severance	569			1,016			334		—		1,919
Transaction and other expenses	(90)			—			276		—		186
Restructuring and severance expenses	31			187			—		—		218
Stock warrant fair value adjustment	—			—			—		11		11
Allowance for bad debt	2,800			—			—		—		2,800
Adjusted income (loss) before taxes and discontinued operations	$	16,512		$	(7,215)		$	(11,001)	$	(5,287)	$	(6,991)

Adjusted interest expense, net	(143)			(2)			—		4,749		4,604
Adjusted depreciation and amortization	1,934			7,617			—		175		9,726
Equity compensation expense	—			—			1,602		—		1,602
Adjusted EBITDA	$	18,303		$	400		$	(9,399)	$	(363)	$	8,941

Adjusted EBITDA as % of revenue	25.7		%	1.6		%					9.3		%

Three Months Ended
June 30, 2020
Net Income (Loss), as reported Tax Provision Income (Loss) Before Tax, as Reported Impairments & Special Charges Adjusted Income (Loss) Before Tax Interest Expense, Net

Depreciation & Amortization
Equity Comp. Expense Adjusted EBITDA
(In Thousands)
Completion Fluids & Products Division $ 13,202
$ 3,310
$ 16,512
$ (143 ) $ 1,934
$ —
$ 18,303
Water & Flowback Services Division (8,418 ) 1,203
(7,215 ) (2 ) 7,617
—
400
Compression Division (23,006 ) 15,736
(7,270 ) 12,982
20,116
488
26,316
Eliminations and other 2
—
2
—
—
—
2
Subtotal (18,220 ) 20,249
2,029
12,837
29,667
488
45,021
Corporate and other (16,909 ) 621
(16,288 ) 4,749
175
1,602
(9,762 )
TETRA excluding Discontinued Operations $ (37,130 ) $ 2,001
$ (35,129 ) $ 20,870
$ (14,259 ) $ 17,586
$ 29,842
$ 2,090
$ 35,259

Three Months Ended
June 30, 2019
Net Income (Loss), as reported Tax Provision Income (Loss) Before Tax, as Reported Impairments & Special Charges Adjusted Income (Loss) Before Tax Interest Expense, Net Depreciation & Amortization Equity Comp. Expense Adjusted EBITDA
(In Thousands)
Completion Fluids & Products Division $ 14,614
$ (289 ) $ 14,325
$ (157 ) $ 3,723
$ —
$ 17,891
Water & Flowback Services Division 2,460
(400 ) 2,060
(8 ) 8,871
—
10,923
Compression Division (3,483 ) 3,607
124
12,998
19,054
590
32,766
Eliminations and other 1
—
1
—
(3 ) —
(2 )
Subtotal 13,592
2,918
16,510
12,833
31,645
590
61,578
Corporate and other (19,303 ) 268
(19,035 ) 5,696
172
1,673
(11,494 )
TETRA excluding Discontinued Operations $ (8,201 ) $ 2,490
$ (5,711 ) $ 3,186
$ (2,525 ) $ 18,529
$ 31,817
$ 2,263
$ 50,084

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.

~~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~~ ~~2019 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.

~~Results of Operations~~

~~Three months ended June 30, 2020 compared with three months ended June 30, 2019.~~

~~Consolidated Comparisons~~

Three Months Ended
June 30, Period to Period Change
2020 2019 2020 vs 2019 % Change
(In Thousands, Except Percentages)
Revenues $ 192,441
$ 288,796
$ (96,355 ) (33.4 )%
Gross profit 20,321
48,366
(28,045 ) (58.0 )%
Gross profit as a percentage of revenue 10.6 % 16.7 %

General and administrative expense 34,014
36,295
(2,281 ) (6.3 )%
General and administrative expense as a percentage of revenue 17.7 % 12.6 %

Interest expense, net 17,586
18,529
(943 ) (5.1 )%
Warrants fair value adjustment (income) expense 11
(1,520 ) 1,531
(100.7 )%
CCLP Series A Preferred Units fair value adjustment (income) expense —
146
(146 ) (100.0 )%
Other (income) expense, net 3,839
627
3,212
512.3 %
Loss before taxes and discontinued operations (35,129 ) (5,711 ) (29,418 ) (515.1 )%
Loss before taxes and discontinued operations as a percentage of revenue (18.3 )% (2.0 )%

Provision for income taxes 2,001
2,490
(489 ) (19.6 )%
Loss before discontinued operations (37,130 ) (8,201 ) (28,929 ) 352.7 %
Discontinued operations:
Income (loss) from discontinued operations, net of taxes 163
(345 ) 508
(147.2 )%
Net loss (36,967 ) (8,546 ) (28,421 ) 332.6 %
Loss attributable to noncontrolling interest 15,712
1,633
14,079
862.2 %
Net loss attributable to TETRA stockholders $ (21,255 ) $ (6,913 ) $ (14,342 ) 207.5 %

Consolidated revenues during the current year quarter decreased compared to the prior year quarter due to the COVID-19 pandemic and decline in oil and gas prices resulting in decreases in demand and activity. See Divisional Comparisons section below for additional discussion.

Consolidated gross profit during the current year quarter decreased compared to the prior year quarter primarily due to decreased gross profit from our Water & Flowback Services and Compression Divisions and included the impact of $9.0 million of impairments and other charges. This decrease was slightly offset by the increased gross profit of our Completion Fluids & Products Division.

Consolidated general and administrative expenses decreased during the current year quarter compared to the prior year quarter primarily due to decreased salary and employee expenses of $4.4 million, decreased insurance and other general expenses of $1.1 million, and decreased professional services fees of $0.4 million partly offset by increased provision for bad debt of $3.8 million.

Consolidated interest expense, net, decreased during the current year quarter compared to the prior year quarter primarily due to decreased Corporate interest expense. Corporate interest expense decreased due to reduced borrowing under the ABL Credit Agreement. Interest expense during the current and prior year quarters includes $1.1 million and $1.0 million, respectively, of finance cost amortization.

Consolidated other (income) expense, net, was $3.8 million of other expense during the current year quarter compared to $0.6 million of other expense during the prior year quarter primarily due to $4.8 million of fees primarily associated with the CCLP unsecured debt exchange transaction offset by $0.5 million of increased gains on the sale of compression assets, and $0.4 million increased foreign currency gains.

Our consolidated provision for income taxes during the three month period ended June 30, 2020 is attributable to taxes in certain foreign jurisdictions and Texas gross margin taxes. Our consolidated effective tax rate for the three month period ended June 30, 2020 of negative 5.7% was primarily the result of losses generated in entities for which no related tax benefit has been recorded. The losses generated by these entities do not result in tax benefits due to offsetting valuation allowances being recorded against the related net deferred tax assets. We establish a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to offset future income tax liabilities in the U.S. as well as in certain foreign jurisdictions.

~~Divisional Comparisons~~

~~Completion Fluids & Products Division~~

Three Months Ended
June 30, Period to Period Change
2020 2019 2020 vs 2019 % Change
(In Thousands, Except Percentages)
Revenues $ 71,346
$ 79,767
$ (8,421 ) (10.6 )%
Gross profit 20,819
19,809
1,010
5.1 %
Gross profit as a percentage of revenue 29.2 % 24.8 %

General and administrative expense 8,442
5,200
3,242
62.3 %
General and administrative expense as a percentage of revenue 11.8 % 6.5 %

Interest (income) expense, net (143 ) (157 ) 14
(8.9 )%
Other (income) expense, net (682 ) 152
(834 ) (548.7 )%
Income before taxes $ 13,202
$ 14,614
$ (1,412 ) (9.7 )%
Income before taxes as a percentage of revenue 18.5 % 18.3 %

The decrease in Completion Fluids & Products Division revenues during the current year quarter compared to the prior year quarter was primarily due to lower demand for our completions fluids products and services and our industrial chemicals sales in the onshore United States, partially offset by a stronger Northern European industrial chemicals business and Gulf of Mexico completion fluids demand.

Completion Fluids & Products Division gross profit during the current year quarter increased compared to the prior year quarter despite decreased revenues primarily due to higher margins on sales of manufactured products as well as increased profitability associated with higher margin completion fluids products and cost cutting initiatives during the current year quarter when compared to the prior year quarter. Completion Fluids & Products Division profitability in future periods will continue to be affected by the mix of its products and services, market demand for our products and services, drilling and completions activity and commodity prices.

The Completion Fluids & Products Division reported a decrease in pretax earnings during the current year quarter compared to the prior year quarter despite increased gross profit discussed above. Pre-tax earnings were lower because general and administrative costs increased compared to the prior year quarter primarily due to increased provision for bad debt of $2.9 million and increased salary and employee-related expenses of $0.6 million. Other income increased primarily due to increased foreign currency gains and income from investments.

~~Water & Flowback Services Division~~

Three Months Ended
June 30, Period to Period Change
2020 2019 2020 vs 2019 % Change
(In Thousands, Except Percentages)
Revenues $ 24,723
$ 73,124
$ (48,401 ) (66.2 )%
Gross profit (loss) (4,836 ) 7,490
(12,326 ) (164.6 )%
Gross profit (loss) as a percentage of revenue (19.6 )% 10.2 %

General and administrative expense 3,809
5,775
(1,966 ) (34.0 )%
General and administrative expense as a percentage of revenue 15.4 % 7.9 %

Interest (income) expense, net (2 ) (8 ) 6
(75.0 )%
Other (income) expense, net (225 ) (737 ) 512
(69.5 )%
Income (loss) before taxes $ (8,418 ) $ 2,460
$ (10,878 ) (442.2 )%
Income (loss) before taxes as a percentage of revenue (34.0 )% 3.4 %

Water & Flowback Services Division revenues decreased significantly during the current year quarter primarily due to decreased customer drilling and completions activity as a result of lower oil and gas prices caused by the COVID-19 pandemic as well as decreased international equipment sales activity.

The Water & Flowback Services Division reported a gross loss during the current year quarter compared to the prior year quarter gross profit primarily due to lower revenues resulting from the decreased activity levels described above.

The Water & Flowback Services Division reported a pretax loss compared to a pretax income in the prior year period, primarily due to the substantial reduction in gross profit described above. General and administrative expense levels decreased compared to the prior year quarter primarily due to decreased wage and benefit related expenses of $2.1 million, decreased general expenses of $0.5 million, and decreased professional fees of $0.2 million. These decreases were offset by increased bad debt expense of $0.8 million.

~~Compression Division~~

Three Months Ended
June 30, Period to Period Change
2020 2019 2020 vs 2019 % Change
(In Thousands, Except Percentages)
Revenues $ 96,372
$ 135,905
$ (39,533 ) (29.1 )%
Gross profit 4,511
21,235
(16,724 ) (78.8 )%
Gross profit as a percentage of revenue 4.7 % 15.6 %

General and administrative expense 10,152
10,972
(820 ) (7.5 )%
General and administrative expense as a percentage of revenue 10.5 % 8.1 %

Interest expense, net 12,982
12,998
(16 ) (0.1 )%
CCLP Series A Preferred fair value adjustment (income) expense —
146
(146 ) (100.0 )%
Other (income) expense, net 4,383
602
3,781
628.1 %
Loss before taxes $ (23,006 ) $ (3,483 ) $ (19,523 ) (560.5 )%
Loss before taxes as a percentage of revenue (23.9 )% (2.6 )%

Compression Division revenues decreased during the current year quarter compared to the prior year quarter primarily due to the COVID-19 pandemic's impact on demand for oil and natural gas and the resulting decline in oil prices that led to a significant reduction in our customer's activity. Product sales revenues decreased$31.3 million, as we continued to close out remaining backlog and prepared to shut down our Midland manufacturing facility. Service revenues decreased $8.3 million due to returned compressors, compressors placed on standby rates, and some pricing concessions.

Compression Division gross profit decreased during the current year quarter compared to the prior year due to the lower revenues discussed above and the impairments and other charges of $9.0 million primarily on non-core used compressor equipment that we have held for sale, the low-horsepower class of our compression fleet, and field inventory for compression and related services.

The Compression Division recorded an increased pretax loss during the current year quarter compared to the prior year quarter due to the decreased gross profit discussed above. General and administrative expense levels decreased compared to the prior year quarter, primarily due to decreased employee expenses of $0.9 million. Other (income) expense, net, reflected increased expense primarily due to $4.8 million of fees associated with the exchange of debt offset by decreased expense of $0.6 million associated with the redemption premium incurred during the prior year period in connection with the redemption of CCLP Series A Preferred Units for cash and increased foreign currency gains of 0.2 million.

~~Corporate Overhead~~

Three Months Ended
June 30, Period to Period Change
2020 2019 2020 vs 2019 % Change
(In Thousands, Except Percentages)
Depreciation and amortization $ 175
$ 172
$ 3
(1.7 )%
General and administrative expense 11,611
14,350
(2,739 ) (19.1 )%
Interest (income) expense, net 4,749
5,696
(947 ) (16.6 )%
Warrants fair value adjustment (income) expense 11
(1,520 ) 1,531
(100.7 )%
Other (income) expense, net 363
605
(242 ) (40.0 )%
Loss before taxes $ (16,909 ) $ (19,303 ) $ 2,394
12.4 %

Corporate Overhead pretax loss decreased during the current year quarter compared to the prior year quarter, primarily due to decreased general and administrative expense and decreased interest expense. Corporate general and administrative expense decreased primarily due to decreased salary and employee expenses of $2.0 million, and decreased general expenses of $0.7 million. Interest expense decreased resulting from decreased borrowing under the ABL Credit Agreement. The fair value of the outstanding Warrants liability resulted in a $0.01 million charge to earnings during the current year quarter compared to a $1.5 million credit to earnings in the prior year quarter.

~~Results of Operations~~

~~Six months ended June 30, 2020 compared with six months ended June 30, 2019.~~

~~Consolidated Comparisons~~

Six Months Ended June 30, Period to Period Change
2020 2019 2020 vs 2019 % Change
(In Thousands, Except Percentages)
Revenues $ 415,383
$ 532,524
$ (117,141 ) (22.0 )%
Gross profit 59,738
84,576
(24,838 ) (29.4 )%
Gross profit as a percentage of revenue 14.4 % 15.9 %

General and administrative expense 64,551
70,572
(6,021 ) (8.5 )%
General and administrative expense as a percentage of revenue 15.5 % 13.3 %

Interest expense, net 35,442
36,908
(1,466 ) (4.0 )%
Warrants fair value adjustment (income) expense (327 ) (1,113 ) 786
(70.6 )%
CCLP Series A Preferred Units fair value adjustment (income) expense —
1,309
(1,309 ) (100.0 )%
Other (income) expense, net 4,278
(324 ) 4,602
(1420.4 )%
Loss before taxes and discontinued operations (44,206 ) (22,776 ) (21,430 ) 94.1 %
Loss before taxes and discontinued operations as a percentage of revenue (10.6 )% (4.3 )%

Provision for income taxes 3,155
4,099
(944 ) (23.0 )%
Loss before discontinued operations (47,361 ) (26,875 ) (20,486 ) 76.2 %
Discontinued operations:
Income (loss) from discontinued operations, net of taxes 18
(771 ) 789
(102.3 )%
Net loss (47,343 ) (27,646 ) (19,697 ) 71.2 %
Loss attributable to noncontrolling interest 24,537
9,895
14,642
148.0 %
Net loss attributable to TETRA stockholders $ (22,806 ) $ (17,751 ) $ (5,055 ) 28.5 %

~~Consolidated revenuesfor the current year period decreased compared to the prior year period primarily due to decreased revenues in our Water & Flowback Services and Compression Divisions, which decreased by $69.6 millionand~~$52.8 million, respectively, primarily due to the COVID-19 pandemic and decline in oil prices. The decrease in revenues for the Water & Flowback Services Division was primarily due to decreased water management services activity. The decreased revenues of the Compression Division were primarily due to lower new unit sales as we progress the shut down of our Midland manufacturing facility. These decreases were partially offset by an increase in revenues in our Completion Fluids & Products Division of $5.2 million primarily due to increased CBF product sales revenues in the U.S. Gulf of Mexico, and increased international CBF product sales and domestic manufactured products sales. See Divisional Comparisons section below for additional discussion.

Consolidated gross profit decreased during the current year period compared to the prior year period primarily due to the decreased profitability of our Water & Flowback Services and Compression Divisions. This decreased gross profit was slightly offset by increased gross profit of our Completion Fluids & Products Division. While offshore activity levels for our Completion Fluids & Products Division increased from the prior year period, onshore activity levels decreased, particularly during the second quarter. The impact of pricing pressures in addition to reduced levels of onshore activity continues to challenge profitability in the current markets. Operating expenses reflect the decrease in consolidated revenues, as well as aggressive management of operating costs and headcount.

~~Consolidated general and administrative expenses decreased during the current year period~~compared to the prior year period primarily due to decreased salary related expenses of $9.3 million and decreased general expenses of $1.3 million. These decreases were partly offset by increased bad debt expense of $4.8 million. Decreased general and administrative expenses were driven primarily by our Corporate Division. Most of the decrease of our general and administrative expenses stemmed from our restructuring efforts and headcount reductions in response to the decline in activity levels, particularly in our U.S. onshore operations. General and administrative expense as a percentage of revenues increased compared to the prior year period.

Consolidated interest expense, net, decreased in the current year period primarily due to a decrease in Corporate and Compression Division interest expense. Corporate interest expense decreased due to lower borrowings under the ABL Credit Agreement. Compression Division interest expense decreased due to interest associated with the expense of CCLP Series A Preferred units that was incurred in the prior year period. Interest expense during the current year period and the prior year period includes $2.2 million and $1.9 million, respectively, of finance cost amortization.

The Warrants are accounted for as a derivative liability in accordance with ASC 815 and therefore they are classified as a long-term liability on our consolidated balance sheet at their fair value. Increases (or decreases) in the fair value of the Warrants are generally associated with increases (or decreases) in the trading price of our common stock, resulting in adjustments to earnings for the associated valuation losses (gains), and resulting in future volatility of our earnings during the period the Warrants are outstanding.

The CCLP Preferred Units were eligible to be settled using a variable number of CCLP common units, and therefore the fair value of the CCLP Preferred Units was classified as a long-term liability on our consolidated balance sheets in accordance with ASC 480. Because the CCLP Preferred Units were convertible into CCLP common units at the option of the holder, the fair value of the CCLP Preferred Units generally increased or decreased with the trading price of the CCLP common units, and this increase (decrease) in CCLP Preferred Unit fair value was charged (credited) to earnings, as appropriate. The last remaining outstanding CCLP Preferred Units were redeemed for cash on August 8, 2019.

Consolidated other (income) expense, net, was $4.3 million of expense during the current year period compared to $0.3 million of income during the prior year period. The increase in expense is primarily due to $4.8 million of fees associated with the CCLP unsecured debt exchange transaction, $1.0 million of increased foreign currency losses due to the devaluation of the Mexican peso and increased deferred compensation expense of $0.3 million. The increases in expense were offset by $1.1 million of gains associated with the sale of assets and $0.4 million of increased income associated with investments.

Our consolidated provision for income taxes for the current year period is primarily attributable to taxes in certain foreign jurisdictions and Texas gross margin taxes. Our consolidated effective tax rate for the six month period ended June 30, 2020 of negative 7.1% was primarily the result of losses generated in entities for which no related tax benefit has been recorded. The losses generated by these entities do not result in tax benefits due to offsetting valuation allowances being recorded against the related net deferred tax assets. We establish a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to offset future income tax liabilities in the U.S. as well as in certain foreign jurisdictions.

~~Divisional Comparisons~~

~~Completion Fluids & Products Division~~

Six Months Ended June 30, Period to Period Change
2020 2019 2020 vs 2019 % Change
(In Thousands, Except Percentages)
Revenues $ 146,583
$ 141,348
$ 5,235
3.7 %
Gross profit 46,783
30,472
16,311
53.5 %
Gross profit as a percentage of revenue 31.9 % 21.6 %

General and administrative expense 14,375
9,928
4,447
44.8 %
General and administrative expense as a percentage of revenue 9.8 % 7.0 %

Interest (income) expense, net (297 ) (337 ) 40
(11.9 )%
Other (income) expense, net 107
81
26
32.1 %
Income before taxes $ 32,598
$ 20,800
$ 11,798
56.7 %
Income before taxes as a percentage of revenue 22.2 % 14.7 %

The increase in Completion Fluids & Products Division revenues during the current year period compared to the prior year period was primarily due to $7.3 million of increased product sales revenue which was due to

increased CBF product sales revenues in the U.S. Gulf of Mexico as well as improved markets for CBF product sales in international locations, including South America and domestic manufactured product sales. Additionally, service revenues decreased~~$2.1 million, primarily due to overall decreased demand and decreased filtration and engineering work in the U.S. Gulf of Mexico associated with fluid sales.~~

Completion Fluids & Products Division gross profit during the current year period increased compared to the prior year period primarily due to profitability associated with increased manufactured products and international CBF sales revenues. Completion Fluids & Products Division profitability in future periods will be affected by the mix of its products and services, including the timing of TETRA CS Neptune~~completion fluid projects.~~

The Completion Fluids & Products Division reported an increase in pretax earnings during the current year period compared to the prior year period due to the increase in gross profit discussed above. Completion Fluids & Products Division general and administrative expenses increased compared to the prior year period primarily due to increased bad debt expense of $3.0 million and increased salary and employee-related expenses of $1.7 million.

~~Water & Flowback Services Division~~

Six Months Ended June 30, Period to Period Change
2020 2019 2020 vs 2019 % Change
(In Thousands, Except Percentages)
Revenues $ 82,190
$ 151,802
$ (69,612 ) (45.9 )%
Gross profit (loss) (1,569 ) 16,341
(17,910 ) (109.6 )%
Gross profit as a percentage of revenue (1.9 )% 10.8 %

General and administrative expense 10,143
12,571
(2,428 ) (19.3 )%
General and administrative expense as a percentage of revenue 12.3 % 8.3 %

Interest (income) expense, net (11 ) (4 ) (7 ) 175.0 %
Other (income) expense, net (1,039 ) (917 ) (122 ) 13.3 %
Income (loss) before taxes $ (10,662 ) $ 4,691
$ (15,353 ) 327.3 %
Income (loss) before taxes as a percentage of revenue (13.0 )% 3.1 %

~~Water & Flowback Services Division service and product revenues decreased~~$69.6 million during the current year period compared to the prior year period due to decreased water management services activity associated with significantly lower customer drilling and completion activity and decreased international equipment sales activity.

The Water & Flowback Services Division reflected decreased gross profit during the current year period compared to the prior year period partly due to lower revenues and partly due to certain high-margin projects performed during the prior year.

The Water & Flowback Services Division reported a pretax loss compared to a pretax income in the prior year period, primarily due to the decrease in gross profit described above. General and administrative expenses decreased primarily due to decreased wage and benefit related expenses of $3.1 million and decreased general expenses of $0.9 million offset by increased bad debt expense of $1.5 million.

~~Compression Division~~

Six Months Ended June 30, Period to Period Change
2020 2019 2020 vs 2019 % Change
(In Thousands, Except Percentages)
Revenues $ 186,610
$ 239,374
$ (52,764 ) (22.0 )%
Gross profit 14,890
38,094
(23,204 ) (60.9 )%
Gross profit as a percentage of revenue 8.0 % 15.9 %

General and administrative expense 20,341
21,635
(1,294 ) (6.0 )%
General and administrative expense as a percentage of revenue 10.9 % 9.0 %

Interest expense, net 25,546
26,210
(664 ) (2.5 )%
CCLP Series A Preferred fair value adjustment (income) expense —
1,309
(1,309 ) (100.0 )%
Other (income) expense, net 4,799
224
4,575
2,042.4 %
Loss before taxes $ (35,796 ) $ (11,284 ) $ (24,512 ) 217.2 %
Loss before taxes as a percentage of revenue (19.2 )% (4.7 )%

Compression Division revenues decreased during the current year period compared to the prior year period primarily due to the COVID-19 pandemic's impact on demand for oil and natural gas and the resulting decline in oil prices that led to a significant decrease in customer activity. Product sales revenues decreased$50.5 million due to a decrease in deliveries of new compressors compared to the prior year due to the planned shut down of our Midland manufacturing facility. Service revenues decreased $2.2 million from compression and aftermarket services operations. The decrease in service revenues was primarily due to reduction in customer activity resulting in a decrease in demand for compression services. In addition, returned compressors, compressors placed on standby rates, and pricing concessions also resulted in decreased revenues.

Compression Division gross profit decreased during the current year period compared to the prior year due to decreased revenues discussed above and the impairments and other charges of $14.3 million primarily on our Midland manufacturing facility and related assets, non-core used compressor equipment that we have held for sale, the low-horsepower class of our compression fleet, and field inventory for compression and related services.

The Compression Division recorded increased pretax loss in the current year period compared to the prior year period due to the decreased gross profit discussed above. Interest expense decreased compared to the prior year period due to decreased interest associated with the CCLP Series A Preferred units that was incurred in the prior year period. General and administrative expense levels decreased compared to the prior year period, due to decreased salary and employee-related expenses, including the impact of decreased headcount, incentives and equity compensation of $1.6 million. These decreases were offset by increased professional services of $0.3 million and increased bad debt expense of $0.2 million. Other (income) expense, net changed from income of $0.3 million expense in the prior year period to $4.8 million expense in the current year period. The increase in expense is primarily due to $4.8 million of fees associated with the exchange of debt and $0.9 million of increased foreign currency losses due to the devaluation of the Mexican peso offset by decreased expense of $1.1 million associated with the redemption premium incurred during the prior year period in connection with the redemption of Preferred Units for cash. The last remaining outstanding CCLP Preferred Units were redeemed for cash on August 8, 2019.

~~Corporate Overhead~~

Six Months Ended June 30, Period to Period Change
2020 2019 2020 vs 2019 % Change
(In Thousands, Except Percentages)
Depreciation and amortization $ 372
$ 340
$ 32
9.4 %
General and administrative expense 19,692
26,439
(6,747 ) (25.5 )%
Interest expense, net 10,204
11,038
(834 ) (7.6 )%
Warrants fair value adjustment (income) expense (327 ) (1,113 ) 786
(70.6 )%
Other (income) expense, net 412
286
126
44.1 %
Loss before taxes $ (30,353 ) $ (36,990 ) $ 6,637
(17.9 )%

Corporate Overhead pretax loss decreased during the current year period compared to the prior year period primarily due to decreased general and administrative expenses. Corporate general and administrative expense decreased primarily due to decreased salary related expense of $6.3 million and $0.4 million of decreased general expenses. Interest expense decreased due to lower borrowings under the ABL Credit Agreement. The fair value of the outstanding Warrants liability resulted in a $0.3 million credit to earnings in the current year period compared to an $1.1 million credit to earnings during the prior year period.

Liquidity and Capital Resources

We believe that our ~~and CCLP's separate~~ capital ~~structures allow~~structure allows us to meet our ~~respective~~ financial obligations despite current uncertain operating conditions and financial markets. AsOur liquidity at the end of ~~June 30, 2020, we and CCLP are in compliance with all covenants of our respective debt agreements.~~second quarter was $82.0 million. Liquidity is defined as unrestricted cash plus availability under the revolving credit facility. Information about the terms and covenants of our debt agreements can be found in our ~~2019~~2020 Annual Report. and in Note 6 - Long Term Debt and Other Borrowings.

~~We believe it is important to consider our capital structure and that~~

Table of CCLP separately because there are no cross default provisions or cross guarantees between CCLP's debt and TETRA's debt. Our consolidated debt outstanding has a carrying value of approximately $843.3 million as of June 30, 2020. However, approximately $637.6 million of this consolidated debt balance is owed by CCLP and is serviced from the cash balances and cash flows of CCLP, and $557.8 million of which is secured by certain of CCLP's assets. Through our common unit ownership interest in CCLP, which was approximately 34% as of June 30, 2020, and ownership of an approximate 1.4% general partner interest, we receive our share of the distributable cash flows of CCLP through its quarterly cash distributions. Approximately $6.8 million of the $56.7 million of the cash balance reflected on our consolidated balance sheet is owned by CCLP and is not accessible by us. The following table provides condensed consolidating balance sheet information reflecting TETRA's net assets and CCLP's net assets that service and secure TETRA's and CCLP's respective capital structures.

Contents

June 30, 2020
Condensed Consolidating Balance Sheet TETRA CCLP Eliminations Consolidated
(In Thousands)
Cash, excluding restricted cash $ 49,965
$ 6,757
$ —
$ 56,722
Affiliate receivables 13,074
—
(13,074 ) —
Other current assets 156,110
96,155
—
252,265
Property, plant and equipment, net 106,949
606,635
—
713,584
Long-term affiliate receivables 12,019
—
(12,019 ) —
Other assets, including investment in CCLP 12,338
60,191
93,494
166,023
Total assets $ 350,455
$ 769,738
$ 68,401
$ 1,188,594

Affiliate payables $ —
$ 13,074
$ (13,074 ) $ —
Other current liabilities 73,141
74,186
—
147,327
Long-term debt, net 205,713
637,579
—
843,292
Warrants liability 123
—
—
123
Long-term affiliate payable —
12,019
(12,019 ) —
Other non-current liabilities 62,616
22,550
—
85,166
Total equity 8,862
10,330
93,494
112,686
Total liabilities and equity $ 350,455
$ 769,738
$ 68,401
$ 1,188,594

As of June 30, 2020, subject to compliance with the covenants, borrowing base requirements, and other provisions of the agreement that may limit borrowings, we had $37.1 million of availability under the ABL Credit Agreement. The amounts we may borrow under the ABL Credit Agreement are derived from our accounts receivable and certain inventory. Decreases in the amount of our accounts receivable and the value of our inventory would result in reduced borrowing availability under the ABL Credit Agreement. As of June 30, 2020, and subject to compliance with the covenants, borrowing base requirements, and other provisions of the agreement that may limit borrowings under the CCLP Credit Agreement, CCLP had availability of $12.3 million. See CCLP Financing Activities below for further discussion.

Our consolidated sources ~~(uses)~~and uses of cash, ~~during~~which include cash activity from our former Compression Division, for January 2021 prior to the closing of the GP sale and for the six months ended ~~June 30,~~ 2020 ~~and 2019~~ are as follows:


	Six Months Ended June 30,
	2021		2020
	(In Thousands)
Operating activities	$	7,607	$	60,387
Investing activities	(10,451)		(14,063)
Financing activities	(29,775)		(6,486)

Six months ended June 30,
2020 2019
(In Thousands)
Operating activities $ 60,387
$ 38,377
Investing activities (14,063 ) (71,254 )
Financing activities (6,486 ) 18,715

Operating Activities

Consolidated cash flows provided by operating activities~~increasedby $22.0~~ decreased $52.8 million compared to the first ~~half~~six months of ~~2019. CCLP generated $18.2 million of our consolidated~~2020. Current year cash flows provided by operating activities ~~during~~include $0.9 million generated by CSI Compressco in January prior to closing of the ~~six months ended June 30, 2020~~GP Sale, compared to ~~$40.3~~$13.4 million during the ~~corresponding prior year period.~~six-month period ending June 30, 2020. Operating cash flows ~~increased~~decreased primarily due to ~~monetization~~including the results of CSI Compressco for one month during the current year compared to six months during the prior year, as well as a decrease in revenue, and the effect of working ~~capital.~~capital movements at the end of the quarter, particularly related to growth in accounts receivable. We continue to monitor customer credit risk in the current environment and focus on serving larger capitalized oil and gas operators and national oil companies.

Investing Activities

Total cash capital expenditures during the first six months of ~~2020~~2021 were ~~$19.6 million, which is net of $2.3 million cost of compressors sold.~~$12.5 million. Our ~~Completion Fluids & Products Division~~ ~~spent $1.3 million on capital expenditures, the majority of which related to plant and facility additions. Our~~ Water & Flowback Services Division spent ~~$6.8~~$7.9 million on capital expenditures, primarily to maintain, automate and upgrade its water management and flowback equipment fleet. Our Completion Fluids & Products Division spent $1.5 million on capital expenditures. Our former Compression Division spent ~~$11.2~~$3.0 million in January of 2021 primarily to maintain its compression fleet.

Historically, a significant majority of our planned capital expenditures ~~has~~have been related to identified opportunities to grow and expand our existing businesses. However, such expenditures have recently been, and may continue to be, postponed or canceled as we are reviewing all capital expenditure plans carefully in an effort to conserve cash. We currently have no long-term capital expenditure commitments. The deferral of capital projects could affect our ability to expand our operations in the future. Excluding our Compression Division, we expect to spend approximately $10.0 million to $15.0 million during 2020 on capital expenditures, primarily to expand and maintain our Water & Flowback Services Division equipment fleet.

~~Our Compression Division has adjusted its expected capital spend downward to approximately $28.0 million to $35.0 million during 2020 primarily to maintain its compression fleet.~~

If the forecasted demand for our products and services increases or decreases, the amount of planned expenditures on growth and expansion may be adjusted.

Financing Activities

~~During~~As a result of TETRA’s strong cash flow from operations in 2020 and the proceeds from the GP Sale, during the first six months of ~~2020, the total amount of consolidated cash used in financing activities was $6.5~~2021, we repaid $29.3 million ~~primarily due to repayments under~~on our ~~ABL Credit Agreement and cash fees paid for the exchange of debt.~~term credit agreement. We ~~and CCLP~~ 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 ~~and CCLP~~ are aggressively managing our working capital and capital expenditure needs in order to maximize our liquidity in the current environment.

~~TETRA~~ Long-Term Debt

Asset-Based Credit Agreement. ~~The~~As of June 30, 2021, our ABL Credit Agreement provides for a senior secured revolving credit facility of up to ~~$100~~$100.0 million, subject to a borrowing base to be determined by reference to the value of inventory and accounts receivable, and includes a sublimit of $20.0 million for letters of credit and a swingline loan sublimit of $10.0 million. The amounts we may borrow under the ABL Credit Agreement are derived from our accounts receivable and certain inventory. Changes in demand for our products and services have an

Table of Contents

impact on our eligible accounts receivable and the value of our inventory, which could result in significant changes to our borrowing base and therefore our availability

under our ABL Credit Agreement. ~~With~~

On July 30, 2021, we entered into an amendment of the ~~current depressed oil and gas market conditions, we believe our availability under our ABL Credit facility will be adversely impacted by the expected decline in our customers’ activity levels. The~~ ABL Credit Agreement ~~is scheduled~~that, among other things, extended the term of the credit facility to ~~mature~~May 31, 2025 and revised our commitment to $80.0 million with a $20.0 million accordion. The amendment increased the availability by adding the value of accrued United States receivables, increased the forward rates on ~~September 10, 2023. As~~accounts receivable for investment grade customers and incorporated a new $15.0 million sub-facility subject to a borrowing base consisting of ~~August 5, 2020, we have $0.1~~certain trade receivables and inventory in the United Kingdom. The amendment resulted in an approximate $9.4 million ~~outstanding under our ABL Credit Agreement and $6.4 million letters~~increase to the borrowing base as of ~~credit, resulting in $28.4 million of availability.~~July 30, 2021, compared to the borrowing base prior to the amendment.

Term Credit Agreement. The ~~Term Credit Agreement~~term credit agreement is scheduled to mature on September 10, 2025. Our term credit agreement requires us to offer to prepay a percentage of Excess Cash Flow (as defined in the term credit agreement) following the conclusion of each calendar year. Within five business days of filing our Annual Report for the year ending December 31, 2021, the minimum amount we will be required to offer to prepay pursuant to this obligation is $8.2 million. In connection with the July 30, 2021 ABL Credit Agreement amendment, we elected to repay the $8.2 million under our term credit agreement that would have become due in 2022. As of ~~August 5, 2020, $220.5~~July 30, 2021, $176.1 million in aggregate principal amount of our ~~Term Credit Agreement~~term credit agreement is outstanding.

~~CCLP Financing Activities~~

~~CCLP Series A Preferred Units~~. In January 2019 CCLP began redeeming its Series A Preferred Units for cash, resulting in 2,653,727 Series A Preferred Units being redeemed during the six months ended June 30, 2019 for an aggregate of $19.8 million, which includes approximately $0.9 million of redemption premiums that were paid. The last redemption of the remaining Series A Preferred Units, along with a final cash payment made in lieu of paid-in-kind units, occurred on August 8, 2019.

~~CCLP Bank Credit Facility~~. All the obligations of CCLP and two of its wholly owned subsidiaries (collectively the "CCLP Borrowers") under the CCLP Credit Agreement are guaranteed by certain of their existing and future domestic subsidiaries. The Credit Agreement, as amended, provided for modifications to the Credit Agreement which include, among other things: (i) reducing the maximum credit commitment from $50,000,000 to $35,000,000; (ii) the inclusion of a $5,000,000 reserve with respect to the Borrowing Base (as defined in the Credit Agreement) thereunder, which would result in reduced borrowing availability; (iii) the removal of the Fixed Charge Coverage Ratio (as defined in the Credit Agreement) financial maintenance covenant; (iv) a 1.25% increase in the applicable margin related to (x) LIBOR Rate Loans (as defined in the Credit Agreement) and (y) Base Rate Loans (as defined in the Credit Agreement), in each case, which shall be determined according to average daily excess availability under the Credit Agreement; and (v) an 0.50% increase in the rate used to calculate the commitment fee in respect of the unutilized commitments. As of June 30, 2020, and subject to compliance with the covenants, borrowing base, and other provisions of the agreements that may limit borrowings under the CCLP Credit Agreement, CCLP had availability of $12.3 million.

The CCLP Borrowers may borrow funds under the CCLP Credit Agreement to pay fees and expenses related to the CCLP Credit Agreement and for the CCLP Borrower's ongoing working capital needs and for general partnership purposes. The revolving loans under the CCLP Credit Agreement may be voluntarily prepaid, in whole or in part, without premium or penalty, subject to breakage or similar costs. The maturity date of the CCLP Credit Agreement is June 29, 2023. As of June 30, 2020, CCLP had a $1.5 million outstanding balance and had $2.8 million in letters of credit against the CCLP Credit Agreement. As of August 3, 2020, CCLP has $0.0 million balance outstanding under the CCLP Credit Agreement and $2.4 million in letters of credit, resulting in $13.8 million of availability. The amounts the CCLP Borrowers may borrow under the CCLP Credit Agreement are derived from CCLP’s accounts receivable and certain inventory. Decreases in the amount of CCLP’s accounts receivable and the value of its inventory would result in reduced borrowing availability under the CCLP Credit Agreement.

~~First Supplemental Indenture for the Old Notes~~. On June 11, 2020, CSI Compressco, LP and CSI Compressco Finance Inc. (the "Issuers") announced they had accepted for exchange $215,208,000, of their outstanding 7.25% Senior Notes due 2022 (the "Old Notes") that were validly tendered by 11:59 p.m., New York City time, on June 10, 2020, for (i) $50,000,000 of the Issuers' 7.50% Senior Secured First Lien Notes due 2025 (the "7.50% First Lien Notes") and (ii) $155,529,000 aggregate principal amount of new 10.00%/10.75% Senior Secured Second Lien Notes due 2026 (the "10.00%/10.75% Second Lien Notes" and, together with the 7.50% First Lien Notes, the "New Notes"), pursuant to its previously announced exchange offer and consent solicitation, which commenced on April 17, 2020. In connection with the exchange offer, CCLP incurred financing fees of $4.8 million which were charged to other (income) expense, net during the three month period ended June 30, 2020.

On June 12, 2020, the Issuers issued $50,000,000 in aggregate principal amount of new First Lien Notes to certain holders of the Old Notes pursuant to the terms of the exchange offer. In March 2018, the Issuers had issued $350,000,000 in aggregate principal amount of 7.50% Senior Secured Notes due 2025 (the "Existing First Lien Notes" and, together with the newly issued First Lien Notes, the "7.50% First Lien Notes") pursuant to the First Lien Base Indenture. The New First Lien Notes were issued as "additional notes" under the First Lien Base Indenture and will be treated as a single class with such notes but will not trade fungibly with the Existing First Lien Notes.

~~Second Lien Notes Indenture~~. On June 12, 2020, the Issuers issued $155,529,000 in aggregate principal amount of the 10.00%/10.75% Second Lien Notes to certain holders of the Old Notes pursuant to the terms of the exchange offer. The Issuers issued the 10.00%/10.75% Second Lien Notes pursuant to an indenture, dated June 12, 2020 (the "Second Lien Notes Indenture"),by and among the Issuers, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (the "Second Lien Trustee"). In connection with the payment of PIK Interest (as defined below), if any, in respect of the 10.00%/10.75% Second Lien Notes, the Issuers will be entitled, to increase the outstanding aggregate principal amount of the 10.00%/10.75% Second Lien Notes or issue additional notes ("PIK notes") under the Second Lien Notes Indenture on the same terms and conditions as the 10.00%/10.75% Second Lien Notes offered hereby. The 10.00%/10.75% Second Lien Notes and any additional 10.00%/10.75% Second Lien Notes subsequently issued under the indenture, will be treated as a single class for all purposes under the indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. The 10.00%/10.75% Second Lien Notes will mature on April 1, 2026. Interest on the 10.00%/10.75% Second Lien Notes will be payable semi-annually in arrears on April 1 and October 1, commencing on October 1, 2020. Interest will accrue at (1) the annual rate of 7.250% payable in cash, plus (2) at the election of the Issuers (made by delivering a notice to the Second Lien Trustee not less than five business days prior to the record date), the annual rate of (i) 2.750% payable in cash (together with the annual rate set forth in clause (1), the "Cash Interest Rate") or (ii) 3.500% payable by increasing the principal amount of the outstanding 10.00%/10.75% Second Lien Notes or by issuing additional PIK notes, in each case rounding up to the nearest $1.00 (such increased principal amount or additional PIK notes, the "PIK Interest").

Other Sources and Uses

In addition to the aforementioned credit facilities, we ~~and CCLP~~ fund our respective short-term liquidity requirements from cash generated by our respective operations and from short-term vendor financing. 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 transaction is in the best interest of our business. In challenging economic environments, we may experience increased delays and failures by customers to pay our invoices. Given the nature and significance of the pandemic and disruption in the oil and gas industry, we could experience delayed customer payments and payment defaults associated with customer liquidity issues and bankruptcies. If our customers delay paying or fail to pay us a significant amount of our outstanding receivables, it could have an adverse effect on our liquidity. An increase of aged unpaid receivable would also negatively affect our borrowing availability under the ABL Credit Agreement.

The Second Amended and Restated Partnership Agreement of CCLP requires that within 45 days after the end of each quarter, CCLP distribute all of its available cash, as defined in the Second Amended and Restated Partnership Agreement, to its common unitholders of record on the applicable record date. During the six months ended June 30, 2020, CCLP distributed $1.0 million in cash, including $0.6 million to its public unitholders. The amount of quarterly distributions is determined based on a variety of factors, including estimates of CCLP's cash needs to fund its future operating, investing, and debt service requirements. There can be no assurance that quarterly distributions from CCLP will increase from this amount per unit going forward.

Off Balance Sheet Arrangements

As of June 30, ~~2020,~~2021, 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 2020 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.

Table of Contents

Commitments and Contingencies

Investment

In May 2021, we signed a MOU with CarbonFree, a carbon capture company with patented technologies that capture CO2 and mineralize emissions to make commercial, carbon-negative chemicals. TETRA and CarbonFree have been jointly sharing and leveraging both Companies' technical resources and expertise as CarbonFree continues to advance their carbon capture mineralization pilot plant, processes, and technologies. During the one-year MOU period, both Companies will work towards a definitive agreement that might include investments by TETRA into CarbonFree, a joint venture, or other commercial arrangements that will leverage each Company's strength to advance this market-leading technology. On July 23, 2021, we entered into a commitment to invest $5.0 million in a convertible note to be issued by CarbonFree. Our investment in Carbon Free is contingent on certain conditions and is expected to be completed during the third quarter of 2021.

Litigation

Long-Term Debt

For information on our credit agreements, see Note 6 - “Long-Term Debt and Other Borrowings” and Note 11 - “Subsequent Events” 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. Our leases have remaining lease terms ranging from 1 to 16 years. Information about the terms and covenants of our lease agreements can be found in our 2020 Annual Report.

Product Purchase Obligations

In the normal course of ~~business. While~~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 ~~outcome~~term of ~~lawsuits~~the agreement. Other agreements require us to purchase the entire output of the raw material or ~~other proceedings against us cannot be predicted~~finished product produced by the manufacturer. Our purchase obligations under these agreements apply only with ~~certainty, management does not consider it reasonably possible~~regard to raw materials and finished products that meet specifications set forth in the agreements. We recognize 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.

~~Contingencies of Discontinued Operations~~

~~In early 2018, we closed the Maritech Asset Purchase and Sale Agreement with Orinoco Natural Resources, LLC ("Orinoco") that provided~~liability for the purchase ~~by Orinoco~~ of ~~Maritech's remaining oil and gas properties and related assets. Shortly thereafter,~~such products at the time we ~~closed~~receive them. As of June 30, 2021, the Maritech Membership Interest Purchase and Sale Agreement with Orinoco that provided for the purchase by Orinoco of all of the outstanding membership interests in Maritech. As a result of these transactions, we have effectively exited the business of our former Maritech segment.

~~Pursuant to a Bonding Agreement entered into as part of these transactions (the "Bonding Agreement"), Orinoco provided non-revocable performance bonds in an~~ aggregate amount of ~~$46.8 million~~ ~~to cover~~ the ~~performance by Orinoco~~fixed and Maritech of the asset retirement obligations of Maritech (the “Initial Bonds”) and agreed to replace, within 90 days following the closing, the Initial Bonds with other non-revocable performance bonds, meeting certain requirements, in the aggregate sum of ~~$47.0 million~~ (collectively, the “Interim Replacement Bonds”). Orinoco further agreed to replace, within 180 days following the closing, the Interim Replacement Bonds with a maximum of three non-revocable performance bonds in the aggregate sum of ~~$47.0 million~~, meeting certain requirements (the “Final Bonds”). Among the other requirements of the Final Bonds was that they must provide coverage for all of the asset retirement obligations of Maritech instead of only relating to specific properties. In the event Orinoco did not provide the Interim Replacement Bonds or the Final Bonds, Orinoco was required to make certain cash escrow payments to us.

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 such replacement bonds and neither it nor the Clarkes has made any of the agreed upon cash escrow payments and we filed a lawsuit against Orinoco and the Clarkes to enforce the terms of the Bonding Agreement and the Clarke Bonding Guaranty Agreement. A summary judgment was initially granted in favor of Orinoco and the Clarkes which dismissed our claims against Orinoco under the Bonding Agreement and against the Clarkes under the Clarke Bonding Guaranty Agreement. We filed an appeal and also asked the trial court to grant a new trial on the summary judgment or to modify the judgment because we believe this judgment should not have been granted. On November 5, 2019, the trial court signed an order granting our motion for new trial and vacating the prior order granting summary judgment for Orinoco and the Clarkes. 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 early 2018, we also closed the sale of our Offshore Division to Epic Companies, LLC (“Epic Companies,” formerly known as Epic Offshore Specialty, LLC). Part of the consideration we received was a promissory note of Epic Companies in the original principal amount of ~~$7.5 million~~ ~~(the “Epic Promissory Note”) payable to us in full, together with interest at a rate of~~ ~~1.52%~~ ~~per annum, on December 31, 2019, along with a personal guaranty agreement from Thomas M. Clarke and Ana M. Clarke guaranteeing the payment obligations of Epic Companies~~purchase obligation pursuant to the Epic Promissory Note (the “Clarke Promissory Note Guaranty Agreement”). Additionally, pursuant to the Equity Interest Purchase Agreement (the “Offshore Services Purchase Agreement”) and otherour Completion Fluids & Products Division’s supply agreements ~~with Epic Companies, certain other amounts relating to the Offshore Division totaling approximately~~ ~~$1.5 million~~ ~~were payable to us. At the end of August 2019, Epic Companies filed for bankruptcy. We recorded a reserve of~~ ~~$7.5 million~~ ~~for the full amount of the promissory note, including accrued interest, and the certain other receivables in the amount of~~ ~~$1.5 million~~ during the quarter ended September 30, 2019. The Epic Promissory Note became due on December 31, 2019 but neither Epic nor the Clarkes made the required payment. Upon the default by Epic and the Clarkes, we filed a lawsuit against the Clarkes on January 15, 2020 in Montgomery County, Texas for breach of the Clarke Promissory Note Guaranty Agreement, seeking the amounts due under the Epic Promissory Note and related interest, as well as attorneys’ fees and expenses. The Clarkes each filed an answer and counterclaims for fraud and negligent misrepresentation and seek monetary damages in excess of $1 million, punitive damages, and attorneys’ fees. We have taken discovery from the Clarkes. Currently, the case is set for its first trial setting on October 19, 2020.was ~~We will vigorously prosecute our claim~~approximately $80.7 million, including $4.8 million for the remainder of 2021, $9.5 million per year from 2022 to 2025 and ~~defend against the claims by the Clarkes.~~$37.9 million thereafter, extending through 2029.

~~Contractual Obligations~~

~~Our contractual obligations and commitments principally include obligations associated with our outstanding~~

~~indebtedness and obligations under operating leases. The table below summarizes our consolidated contractual cash obligations as of June 30, 2020:~~

Payments Due
Total 2020 2021 2022 2023 2024 Thereafter
(In Thousands)
Long-term debt - TETRA $ 220,500
$ —
$ —
$ —
$ —
$ —
$ 220,500
Long-term debt - CCLP 637,728
—
—
80,722
1,477
—
555,529
Interest on debt - TETRA 83,927
7,993
15,986
15,986
15,986
15,986
11,990
Interest on debt - CCLP 244,842
25,741
51,483
49,532
45,592
45,553
26,941
Purchase obligations 90,188
4,763
9,525
9,525
9,525
9,525
47,325
Asset retirement obligations⁽¹⁾
12,862
—
—
—
—
—
12,862
Operating leases 105,782
11,662
20,294
16,684
13,026
11,505
32,611
Total contractual cash obligations⁽²⁾
$ 1,395,829
$ 50,159
$ 97,288
$ 172,449
$ 85,606
$ 82,569
$ 907,758


⁽¹⁾	~~We have estimated the timing of these paymentsfor asset retirement obligation liabilities based upon our plans. The amounts shown represent the discounted obligation as of June 30, 2020.~~


⁽²⁾	~~Amounts exclude other long-term liabilities reflected in our Consolidated Balance Sheet that do not have known payment streams. These excluded amounts include approximately$0.4 million of liabilities under FASB Codification Topic 740, “Accounting for Uncertainty in Income Taxes,” as we are unable to reasonably estimate the ultimate amount or timing of settlements.~~

~~For additional information about our contractual obligations as of December 31, 2019, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our~~ ~~2019 Annual Report~~ ~~on Form 10-K.~~

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"~~“anticipates”, ~~"assumes"~~“assumes”, ~~“believes,” "budgets"~~“believes”, ~~“could,” “estimates,” "expects"~~“budgets”, ~~"forecasts"~~“could”, ~~"goal"~~“estimates”, ~~"intends"~~“expects”, ~~"may"~~“forecasts”, ~~"might"~~“goal”, ~~"plans"~~“intends”, ~~"predicts"~~“may”, ~~"projects"~~“might”, ~~"schedules"~~“plans”, ~~"seeks"~~“predicts”, ~~"should"~~“projects”, ~~"targets"~~“schedules”, ~~"will"~~“seeks”, “should”, “targets”, “will”, and ~~"would"~~“would”.

Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks

Table of Contents

and uncertainties include, but are not limited to, those described in Part II, ~~"Item~~“Item 1A. Risk ~~Factors"~~Factors” and elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, and those described from time to time in our future reports filed with the SEC.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, ~~2020,~~2021, the end of the period covered by this quarterly report.

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, ~~2020,~~2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

~~We are named defendants in several lawsuits~~For information regarding litigation, see - Note 7 - “Commitments and ~~respondents in certain governmental proceedings arising~~Contingencies” 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 amounts accrued has been incurred that is expectedNotes to ~~have a material adverse impact on our financial condition, results of operations, or liquidity.~~Consolidated Financial Statements.

Item 1A. Risk Factors.

~~The statements in~~As of the date of this ~~section describe~~filing, TETRA and its operations continue to be subject to the ~~known material risks to our business and should be considered carefully. We have described in the~~ ~~2019 Annual Report~~ ~~significant~~ risk factors ~~and periodically update those risks for material developments. Provided below is an update to our risk factors as~~ previously disclosed in the “Risk Factors” sections contained in the ~~2019~~2020 Annual Report.

The COVID-19 pandemic has had, or may in the future have, certain negative impacts on our business, and such impacts have had, or may in the future have, an adverse effect on our business, our financial condition, results of operations, or liquidity.

The COVID-19 pandemic and the resulting economic impact have had a significant negative impact on the oil and gas industry. The deterioration in demand for oil caused by the pandemic, coupled with oil oversupply, has had, and is reasonably likely to continue to have, an adverse impact on the demand for our products and services.

The public health crisis caused by the COVID-19 pandemic, and the measures that have been taken or that may be taken in the future by governments, various regulatory agencies, our customers and our suppliers, have had, or may in the future have, certain negative impacts on our financial condition, results of operations, and liquidity, including, without limitation, the following:

~~demand for our products and services is declining as our customers continue to revise their budgets downward and adjust their operations in response to lower oil and gas prices;~~

actions undertaken by national, state and local governments and health officials to contain COVID-19 or treat its effects. In response to various governmental directives, at points we have required most office-based employees, including most employees based at our headquarters in The Woodlands, Texas, to work remotely. We may experience reductions in productivity and disruptions to our business routines while work-from-home arrangements remain in place;

We could encounter logistical complications and increased costs adapting our disclosure controls and procedures and our internal control over financial reporting in a changing environment that includes work-from-home arrangements and furloughs. In the future we may encounter operational challenges or disruptions stemming from the pandemic that require us to implement new or enhanced internal controls to mitigate the risks of operating in a remote environment or increased risks of material misstatements resulting from changes to the business and other uncertainties;

~~restrictions on importing and exporting products;~~

~~claims from customers and suppliers that their non-performance under our contracts is permitted as a result of force majeure or other reasons;~~

~~impacts related to late customer payments and contractual defaults associated with customer and supplier bankruptcies;~~

~~potentially higher borrowing costs in the future;~~

~~cybersecurity issues, as our network may become more vulnerable to cyberattacks due to increased remote access associated with work-from-home arrangements;~~

~~our ability to use our net operating loss carryforwards may be limited;~~

~~increased costs associated with possible facility closures to meet expected customer activity levels; and~~

we may be required to record significant impairment charges with respect to assets, whose fair values may be negatively affected by the effects of the COVID-19 pandemic on our operations. Also, we may be required to write off obsolete inventory, and such charges may be significant.

The resumption of our normal business operations after the disruptions caused by the COVID-19 pandemic may be delayed or constrained by its lingering effects on the oil and gas industry. Any of the negative impacts of the COVID-19 pandemic, including those described above, alone or in combination with others, may have a significant adverse effect on our financial condition, results of operations, or liquidity. Any of these negative impacts, alone or in combination with others, could exacerbate many of the risk factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019. The full extent to which the COVID-19 pandemic will negatively affect our financial condition, results of operations, or liquidity will depend on future developments that are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and the resulting impact on the oil and gas industry. Given the dynamic nature of these events, we cannot reasonably estimate the period of time that the COVID-19 pandemic and related market conditions will persist, the full extent of the impact they will have on our financial condition, results of operations, or liquidity or the pace or extent of any subsequent recovery. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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

(a) None.

(b) None.


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Publicly Announced Plans or Programs(1)
April 1 – April 30, 2021	1,258	(2)	$	2.51	—	$	14,327,000
May 1 – May 31, 2021	988	(2)	2.95		—	14,327,000
June 1 – June 30, 2021	—		—		—	14,327,000
Total	2,246				—	$	14,327,000

(1)In January 2004, our Board of Directors authorized the repurchase of up to $20 million of our common stock.Purchases will be made from time to time in open market transactions at prevailing market prices. The repurchase program may continue until the authorized limit is reached, at which time the Board of Directors may review the option of increasing the authorized limit.

(2)Shares we received in connection with the exercise of certain employee stock options or the vesting of certain shares of employee restricted stock. These shares were not acquired pursuant to the stock repurchase program.

Period
Total Number
of Shares Purchased

Average
Price
Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾

Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Publicly Announced Plans or Programs⁽¹⁾
April 1 – April 30, 2020 11,590
(2) $ 1.11
—
$ 14,327,000
May 1 – May 31, 2020 —

—
—
14,327,000
June 1 – June 30, 2020 —
—
—
14,327,000
Total 11,590

—
$ 14,327,000


~~(1)~~	~~In January 2004, our Board of Directors authorized the repurchase of up to $20 million of our common stock.~~Purchases will be made from time to time in open market transactions at prevailing market prices. The repurchase program may continue until the authorized limit is reached, at which time the Board of Directors may review the option of increasing the authorized limit. Table of Contents


~~(2)~~	Shares we received in connection with the exercise of certain employee stock options or the vesting of certain shares of employee restricted stock. These shares were not acquired pursuant to the stock repurchase program.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Table of Contents

Item 6. Exhibits.

Exhibits:



10.1***			~~Amendment to Transition Agreement dated April 8, 2020 between~~ TETRA Technologies, Inc. First Amended and ~~Stuart M. Brightman~~Restated 2018 Equity Incentive Plan, incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 26, 2021 (SEC File No. 333-256494).
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 and six~~ ~~month periods ended~~ ~~June 30, 2020~~ ~~and~~ ~~2019; (ii) Consolidated Statements of Comprehensive Income for the~~ ~~three and six~~ ~~month periods ended~~ ~~June 30, 2020~~ ~~and~~ ~~2019; (iii) Consolidated Balance Sheets as of~~ ~~June 30, 2020~~ ~~and~~ ~~December 31, 2019; (iv) Consolidated Statements of Cash Flows for the~~ ~~six~~ ~~month periods ended~~ ~~June 30, 2020~~ ~~and~~ ~~2019; and (v) Notes to Consolidated Financial Statements for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2020~~.

* Filed with this report.

** Furnished with this report.

*** Management contract or compensatory plan or arrangement.

+ Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three and six-month periods ended June 30, 2021 and 2020; (ii) Consolidated Statements of Comprehensive Income for the three and six-month periods ended June 30, 2021 and 2020; (iii) Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020; (iv) Consolidated Statements of Equity for the six-month periods ended June 30, 2021 and 2020 ; (v) Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2021 and 2020; and (vi) Notes to Consolidated Financial Statements for the six months ended June 30, 2021.

Table of Contents

SIGNATURES

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



		TETRA Technologies, Inc.

Date:	August ~~7, 2020~~2, 2021	By:	/s/Brady M. Murphy
			Brady M. Murphy
			President
	and Chief Executive Officer
			Principal Executive Officer
~~Date:~~
Date:	August ~~7, 2020~~2, 2021	By:	/s/Elijio V. Serrano
			Elijio V. Serrano
			Senior Vice President
	and Chief Financial Officer
			Principal Financial Officer
~~Date:~~
Date:	August ~~7, 2020~~2, 2021	By:	/s/Richard D. ~~O'Brien~~O’Brien
			Richard D. ~~O'Brien~~O’Brien
			Vice President – Finance and Global Controller
			Principal Accounting Officer


	June 30, 2020			December 31, 2019				June 30, 2021		December 31, 2020
	(Unaudited)							(Unaudited)
LIABILITIES AND EQUITY							LIABILITIES AND EQUITY
Current liabilities:							Current liabilities:
Trade accounts payable	$	52,423		$	88,917		Trade accounts payable	$	38,868	$	22,573
Unearned income	13,127			9,831			Unearned income	3,019		2,675
Accrued liabilities and other	79,904			87,877			Accrued liabilities and other	44,069		38,791
Liabilities of discontinued operations	1,873			2,098			Liabilities of discontinued operations	1,601		734,039
Current portion of long-term debt							Current portion of long-term debt	8,157		0
Total current liabilities	147,327			188,723			Total current liabilities	95,714		798,078
Long-term debt, net	843,292			842,871			Long-term debt, net	163,603		199,894
Deferred income taxes	3,245			2,988			Deferred income taxes	1,939		1,942
Asset retirement obligations	12,862			12,762			Asset retirement obligations	12,699		12,484
Warrants liability	123			449			Warrants liability	3,219		198
Operating lease liabilities	60,693			53,919			Operating lease liabilities	33,786		37,569
Other liabilities	8,366			7,384			Other liabilities	6,792		11,612
Total long-term liabilities	928,581			920,373			Total long-term liabilities	222,038		263,699
Commitments and contingencies							Commitments and contingencies	0		0
Equity:							Equity:
TETRA stockholders' equity:
Common stock, par value $0.01 per share; 250,000,000 shares authorized at June 30, 2020 and December 31, 2019; 128,773,914 shares issued at June 30, 2020 and 128,304,354 shares issued at December 31, 2019	1,288			1,283
TETRA stockholders’ equity:							TETRA stockholders’ equity:
Common stock, par value 0.01 per share; 250,000,000 shares authorized at June 30, 2021 and December 31, 2020; 129,729,406 shares issued at June 30, 2021 and 128,930,047 shares issued at December 31, 2020							Common stock, par value 0.01 per share; 250,000,000 shares authorized at June 30, 2021 and December 31, 2020; 129,729,406 shares issued at June 30, 2021 and 128,930,047 shares issued at December 31, 2020	1,297		1,289
Additional paid-in capital	469,777			466,959			Additional paid-in capital	473,872		472,134
Treasury stock, at cost; 2,908,217 shares held at June 30, 2020, and 2,823,191 shares held at December 31, 2019	(19,434		)	(19,164		)
Accumulated other comprehensive income (loss)	(57,441		)	(52,183		)
Treasury stock, at cost; 3,133,674 shares held at June 30, 2021, and 2,953,976 shares held at December 31, 2020							Treasury stock, at cost; 3,133,674 shares held at June 30, 2021, and 2,953,976 shares held at December 31, 2020	(19,939)		(19,484)
Accumulated other comprehensive (loss)							Accumulated other comprehensive (loss)	(43,368)		(49,914)
Retained deficit	(385,328		)	(362,522		)	Retained deficit	(311,704)		(413,665)
Total TETRA stockholders' equity	8,862			34,373
Total TETRA stockholders’ equity							Total TETRA stockholders’ equity	100,158		(9,640)
Noncontrolling interests	103,824			128,453			Noncontrolling interests	(1,101)		80,702
Total equity	112,686			162,826			Total equity	99,057		71,062
Total liabilities and equity	$	1,188,594		$	1,271,922		Total liabilities and equity	$	416,809	$	1,132,839


	Six Months Ended June 30,
	2021		2020
Operating activities:
Net income (loss)	$	102,267	$	(47,343)
Reconciliation of net income (loss) to net cash provided by operating activities:
Depreciation, amortization, and accretion	17,215		59,302
Gain on GP Sale	(120,574)		0
Impairment and other charges	449		14,348
Gain on retained CSI Compressco units and Standard Lithium shares	(5,613)		(183)
Equity-based compensation expense	2,554		2,896


Amortization and expense of financing costs and deferred financing gains	1,429		2,755


Debt-related expenses	0		4,754

Warrants fair value adjustment	3,021		(326)


Gain on sale of assets	(275)		(2,019)
Other non-cash charges	(70)		5,380
Changes in operating assets and liabilities:
Accounts receivable	(15,694)		55,552
Inventories	5,456		10,733
Prepaid expenses and other current assets	(2,442)		(3,038)
Trade accounts payable and accrued expenses	21,295		(42,853)

Other	(1,411)		429
Net cash provided by operating activities	7,607		60,387
Investing activities:
Purchases of property, plant, and equipment, net	(12,489)		(19,608)
Proceeds from sale of CCLP, net of cash divested	18		0
Proceeds on sale of property, plant, and equipment	754		5,311
Insurance recoveries associated with damaged equipment	110		591
Other investing activities	1,156		(357)
Net cash used in investing activities	(10,451)		(14,063)
Financing activities:
Proceeds from long-term debt	0		338,343
Principal payments on long-term debt	(29,320)		(341,364)
CSI Compressco distributions	0		(620)



Tax remittances on equity based compensation	0		(341)

Debt issuance costs and other financing activities	(455)		(2,504)
Net cash used in financing activities	(29,775)		(6,486)
Effect of exchange rate changes on cash	(896)		(826)
(Decrease) increase in cash and cash equivalents	(33,515)		39,012
Cash and cash equivalents and restricted cash at beginning of period	83,894		17,768
Cash and cash equivalents at beginning of period associated with discontinued operations	16,577		2,370
Cash and cash equivalents and restricted cash at beginning of period associated with continuing operations	67,317		15,398
Cash and cash equivalents and restricted cash at end of period	50,379		56,780
Cash and cash equivalents at end of period associated with discontinued operations	0		6,757
Cash and cash equivalents and restricted cash at end of period associated with continuing operations	$	50,379	$	50,023



	Six Months Ended June 30,
	2020			2019
Operating activities:
Net loss	$	(47,343	)	$	(27,646	)
Reconciliation of net loss to net cash provided by operating activities:
Depreciation, amortization, and accretion	59,302			62,445
Impairment and other charges	14,348			2,457
Benefit for deferred income taxes	467			550
Equity-based compensation expense	2,896			4,932
Provision for doubtful accounts	5,504			922
Amortization and expense of financing costs	2,755			2,644
Insurance recoveries associated with damaged equipment	(591		)	—
Equipment received in lieu of cash	725			—
Debt exchange expenses	4,754			—
CCLP Series A Preferred Unit distributions and adjustments	—			3,178
Warrants fair value adjustment	(326		)	(1,113		)
Contingent consideration liability fair value adjustment	—			(800		)
Gain on sale of assets	(2,019		)	(872		)
Changes in operating assets and liabilities:
Accounts receivable	54,827			(7,075		)
Inventories	10,733			(92		)
Prepaid expenses and other current assets	(3,038		)	(4,327		)
Trade accounts payable and accrued expenses	(42,853		)	4,766
Other	246			(1,592		)
Net cash provided by operating activities	60,387			38,377
Investing activities:
Purchases of property, plant, and equipment, net	(19,608		)	(60,604		)
Acquisition of businesses, net of cash acquired	—			(11,417		)
Proceeds on sale of property, plant, and equipment	5,311			1,214
Insurance recoveries associated with damaged equipment	591			—
Other investing activities	(357		)	(447		)
Net cash used in investing activities	(14,063		)	(71,254		)
Financing activities:
Proceeds from long-term debt	338,343			194,090
Principal payments on long-term debt	(341,364		)	(154,217		)
CCLP distributions	(620		)	(615		)
Redemptions of CCLP Series A Preferred	—			(19,760		)
Tax remittances on equity based compensation	(341		)	(458		)
Debt issuance costs and other financing activities	(2,504		)	(325		)
Net cash provided by (used in) financing activities	(6,486		)	18,715
Effect of exchange rate changes on cash	(826		)	105
Increase (decrease) in cash and cash equivalents	39,012			(14,057		)
Cash and cash equivalents and restricted cash at beginning of period	17,768			40,102
Cash and cash equivalents and restricted cash at end of period	$	56,780		$	26,045


Supplemental cash flow information:
Interest paid	$	35,127		$	33,449
Income taxes paid	2,195			4,501



	Six Months Ended June 30,
	2020			2019
	(In Thousands)
Unearned Income, beginning of period	$	9,678		$	25,333
Additional unearned income	32,834			84,456
Revenue recognized	(29,881		)	(78,119		)
Unearned income, end of period	$	12,631		$	31,670



	June 30, 2020		December 31, 2019
	(In Thousands)
Finished goods	$	63,952	$	70,135
Raw materials	4,030		4,125
Parts and supplies	35,814		47,793
Work in progress	11,710		14,457
Total inventories	$	115,506	$	136,510



	2020		2021		2022		2023		2024		Total
	(In Thousands)
Compression service contracts remaining performance obligations	$	35,385	$	12,735	$	1,807	$	62	$	46	$	50,035


	Three Months Ended June 30, 2021
	Compression		Offshore Services		Total
Major classes of line items constituting loss from discontinued operations



General and administrative expense	$	0	$	5	$	5

Other expense, net	121		0		121
Pretax loss from discontinued operations	(121)		(5)		(126)





Loss from discontinued operations attributable to TETRA stockholders					$	(126)



	Three months ended June 30,		Six months ended June 30,
	2020	2019	2020		2019
	(In Thousands)
Completion Fluids & Products
U.S.	32,102	37,536	$	70,060	$	69,142
International	39,244	42,231	76,523		72,206
	71,346	79,767	146,583		141,348
Water & Flowback Services
U.S.	22,866	68,412	77,250		141,611
International	1,857	4,712	4,940		10,191
	24,723	73,124	82,190		151,802
Compression
U.S.	88,583	126,122	169,183		219,638
International	7,789	9,783	17,427		19,736
	96,372	135,905	186,610		239,374
Total Revenue
U.S.	143,551	232,070	316,493		430,391
International	48,890	56,726	98,890		102,133
	192,441	288,796	$	415,383	$	532,524



	June 30, 2020		December 31, 2019
Weighted average remaining lease term:
Operating leases	6.36 Years		6.43 Years

Weighted average discount rate:
Operating leases	9.74	%	9.46	%



		Operating Leases
	(In Thousands)

Remainder of 2020		$	11,662
2021		20,294
2022		16,684
2023		13,026
2024		11,505
Thereafter		32,611
Total lease payments		105,782
Less imputed interest		(28,687		)
Total lease liabilities		$	77,095



	Three Months Ended June 30, 2020								Three Months Ended June 30, 2019
	Offshore Services			Maritech		Total			Offshore Services			Maritech		Total
Major classes of line items constituting pretax loss from discontinued operations
Revenue	$	—		$	—	$	—		$	—		$	—	$	—
Cost of revenues	(274		)	—		(274		)	—			—		—
Depreciation, amortization, and accretion	—			—		—			—			—		—
General and administrative expense	111			—		111			345			—		345
Other (income) expense, net	—			—		—			—			—		—
Pretax income (loss) from discontinued operations	163			—		163			(345		)	—		(345		)
Pretax Income (loss) on disposal of discontinued operations						—								—
Total pretax income (loss) from discontinued operations						163								(345		)
Income tax provision (benefit)						—								—
Total income (loss) from discontinued operations						$	163							$	(345	)



	Six Months Ended June 30, 2020								Six Months Ended June 30, 2019
	Offshore Services			Maritech		Total			Offshore Services			Maritech		Total
Major classes of line items constituting pretax loss from discontinued operations
Revenue	$	—		$	—	$	—		$	—		$	—	$	—
Cost of revenues	(334		)	—		(334		)	22			—		22
Depreciation, amortization, and accretion	—			—		—			—			—		—
General and administrative expense	316			—		316			749			—		749
Other (income) expense, net	—			—		—			—			—		—
Pretax income (loss) from discontinued operations	18			—		18			(771		)	—		(771		)
Pretax income (loss) on disposal of discontinued operations						—								—
Total pretax income (loss) from discontinued operations						18								(771		)
Income tax provision (benefit)						—								—
Total income (loss) from discontinued operations						$	18							$	(771	)



Derivative Contracts	US Dollar Notional Amount		Traded Exchange Rate	Settlement Date
	(In Thousands)
Forward purchase Euro	$	9,000	1.14	7/2/2020
Forward sale Mexican peso	5,292		22.58	7/2/2020



Foreign currency derivative contracts	Balance Sheet Location	Fair Value at June 30, 2020			Fair Value at December 31, 2019
		(In Thousands)
Forward purchase contracts	Current assets	$	95		$	86
Forward sale contracts	Current liabilities	—			(53		)
Forward purchase contracts	Current liabilities	(127		)	(3		)
Net asset (liability)		$	(32	)	$	30



	Three Months Ended
	June 30, 2020
	Net Income (Loss), as reported			Tax Provision		Income (Loss) Before Tax, as Reported			Impairments & Special Charges			Adjusted Income (Loss) Before Tax			Interest Expense, Net			Depreciation & Amortization			Equity Comp. Expense		Adjusted EBITDA
	(In Thousands)
Completion Fluids & Products Division						$	13,202		$	3,310		$	16,512		$	(143	)	$	1,934		$	—	$	18,303
Water & Flowback Services Division						(8,418		)	1,203			(7,215		)	(2		)	7,617			—		400
Compression Division						(23,006		)	15,736			(7,270		)	12,982			20,116			488		26,316
Eliminations and other						2			—			2			—			—			—		2
Subtotal						(18,220		)	20,249			2,029			12,837			29,667			488		45,021
Corporate and other						(16,909		)	621			(16,288		)	4,749			175			1,602		(9,762		)
TETRA excluding Discontinued Operations	$	(37,130	)	$	2,001	$	(35,129	)	$	20,870		$	(14,259	)	$	17,586		$	29,842		$	2,090	$	35,259

	Three Months Ended
	June 30, 2019
	Net Income (Loss), as reported			Tax Provision		Income (Loss) Before Tax, as Reported			Impairments & Special Charges			Adjusted Income (Loss) Before Tax			Interest Expense, Net			Depreciation & Amortization			Equity Comp. Expense		Adjusted EBITDA
	(In Thousands)
Completion Fluids & Products Division						$	14,614		$	(289	)	$	14,325		$	(157	)	$	3,723		$	—	$	17,891
Water & Flowback Services Division						2,460			(400		)	2,060			(8		)	8,871			—		10,923
Compression Division						(3,483		)	3,607			124			12,998			19,054			590		32,766
Eliminations and other						1			—			1			—			(3		)	—		(2		)
Subtotal						13,592			2,918			16,510			12,833			31,645			590		61,578
Corporate and other						(19,303		)	268			(19,035		)	5,696			172			1,673		(11,494		)
TETRA excluding Discontinued Operations	$	(8,201	)	$	2,490	$	(5,711	)	$	3,186		$	(2,525	)	$	18,529		$	31,817		$	2,263	$	50,084



	June 30, 2020
Condensed Consolidating Balance Sheet	TETRA		CCLP		Eliminations			Consolidated
	(In Thousands)
Cash, excluding restricted cash	$	49,965	$	6,757	$	—		$	56,722
Affiliate receivables	13,074		—		(13,074		)	—
Other current assets	156,110		96,155		—			252,265
Property, plant and equipment, net	106,949		606,635		—			713,584
Long-term affiliate receivables	12,019		—		(12,019		)	—
Other assets, including investment in CCLP	12,338		60,191		93,494			166,023
Total assets	$	350,455	$	769,738	$	68,401		$	1,188,594

Affiliate payables	$	—	$	13,074	$	(13,074	)	$	—
Other current liabilities	73,141		74,186		—			147,327
Long-term debt, net	205,713		637,579		—			843,292
Warrants liability	123		—		—			123
Long-term affiliate payable	—		12,019		(12,019		)	—
Other non-current liabilities	62,616		22,550		—			85,166
Total equity	8,862		10,330		93,494			112,686
Total liabilities and equity	$	350,455	$	769,738	$	68,401		$	1,188,594



	Payments Due
	Total		2020		2021		2022		2023		2024		Thereafter
	(In Thousands)
Long-term debt - TETRA	$	220,500	$	—	$	—	$	—	$	—	$	—	$	220,500
Long-term debt - CCLP	637,728		—		—		80,722		1,477		—		555,529
Interest on debt - TETRA	83,927		7,993		15,986		15,986		15,986		15,986		11,990
Interest on debt - CCLP	244,842		25,741		51,483		49,532		45,592		45,553		26,941
Purchase obligations	90,188		4,763		9,525		9,525		9,525		9,525		47,325
Asset retirement obligations⁽¹⁾	12,862		—		—		—		—		—		12,862
Operating leases	105,782		11,662		20,294		16,684		13,026		11,505		32,611
Total contractual cash obligations⁽²⁾	$	1,395,829	$	50,159	$	97,288	$	172,449	$	85,606	$	82,569	$	907,758