Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 28, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-13455 | |
Entity Registrant Name | TETRA Technologies, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 74-2148293 | |
Entity Address, Address Line One | 24955 Interstate 45 North | |
Entity Address, City or Town | The Woodlands, | |
Entity Address, Postal Zip Code | 77380 | |
Entity Address, State or Province | TX | |
City Area Code | 281 | |
Local Phone Number | 367-1983 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 129,556,619 | |
Entity Central Index Key | 0000844965 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock | |
Trading Symbol | TTI | |
Security Exchange Name | NYSE | |
Series A Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Share Purchase Right | |
Trading Symbol | N/A | |
Security Exchange Name | NYSE |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues from external customers | $ 175,463,000 | $ 140,716,000 | $ 321,672,000 | $ 270,753,000 |
Cost of Goods and Services Sold [Abstract] | ||||
Depreciation, amortization, and accretion | 8,457,000 | 7,748,000 | 17,127,000 | 15,427,000 |
Impairment and other charges | 777,000 | 2,262,000 | 777,000 | 2,262,000 |
Insurance recoveries associated with damaged equipment | 0 | 0 | 2,850,000 | 3,750,000 |
Total cost of revenues | 126,308,000 | 112,609,000 | 236,194,000 | 210,226,000 |
Gross profit | 49,155,000 | 28,107,000 | 85,478,000 | 60,527,000 |
Exploration and pre-development costs | 2,341,000 | 634,000 | 3,061,000 | 2,564,000 |
General and administrative expense | 26,225,000 | 23,620,000 | 49,416,000 | 44,263,000 |
Interest expense, net | 5,944,000 | 3,610,000 | 11,036,000 | 6,934,000 |
Other income, net | (6,435,000) | (1,037,000) | (6,649,000) | (3,448,000) |
Income before taxes and discontinued operations | 21,080,000 | 1,280,000 | 28,614,000 | 10,214,000 |
Provision for income taxes | 2,875,000 | (479,000) | 4,364,000 | 721,000 |
Income before discontinued operations | 18,205,000 | 1,759,000 | 24,250,000 | 9,493,000 |
Loss from discontinued operations, net of taxes | (8,000) | (34,000) | (20,000) | (49,000) |
Net income | 18,197,000 | 1,725,000 | 24,230,000 | 9,444,000 |
Loss attributable to noncontrolling interests | 18,000 | 20,000 | 25,000 | 21,000 |
Net income attributable to TETRA stockholders | $ 18,215,000 | $ 1,745,000 | $ 24,255,000 | $ 9,465,000 |
Basic net income per common share: | ||||
Income from continuing operations | $ 0.14 | $ 0.01 | $ 0.19 | $ 0.07 |
Income from discontinued operations | 0 | 0 | 0 | 0 |
Net income attributable to TETRA stockholders | $ 0.14 | $ 0.01 | $ 0.19 | $ 0.07 |
Weighted average basic shares outstanding (in shares) | 129,460 | 127,992 | 129,201 | 127,627 |
Diluted net income per common share: | ||||
Income (loss) from continuing operations (in dollars per share) | $ 0.14 | $ 0.01 | $ 0.19 | $ 0.07 |
Income from discontinued operations (in dollars per share) | 0 | 0 | 0 | 0 |
Net income attributable to TETRA stockholders (in dollars per share) | $ 0.14 | $ 0.01 | $ 0.19 | $ 0.07 |
Weighted average diluted shares outstanding (in shares) | 129,925 | 130,099 | 129,953 | 129,654 |
Product sales | ||||
Revenues from external customers | $ 96,217,000 | $ 70,301,000 | $ 161,752,000 | $ 140,356,000 |
Cost of Goods and Services Sold [Abstract] | ||||
Cost of product sales | 55,873,000 | 48,341,000 | 98,268,000 | 94,345,000 |
Services | ||||
Revenues from external customers | 79,246,000 | 70,415,000 | 159,920,000 | 130,397,000 |
Cost of Goods and Services Sold [Abstract] | ||||
Cost of product sales | $ 61,201,000 | $ 54,258,000 | $ 122,872,000 | $ 101,942,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 18,197 | $ 1,725 | $ 24,230 | $ 9,444 |
Foreign currency translation adjustment from continuing operations, net of taxes of $0 in 2023 and 2022 | 1,045 | (3,414) | 2,466 | (3,222) |
Unrealized gain on investment in CarbonFree | 207 | 0 | 328 | 0 |
Comprehensive income (loss) | 19,449 | (1,689) | 27,024 | 6,222 |
Less: Comprehensive loss attributable to noncontrolling interests | 18 | 20 | 25 | 21 |
Comprehensive income (loss) attributable to TETRA stockholders | $ 19,467 | $ (1,669) | $ 27,049 | $ 6,243 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Foreign currency translation adjustment, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 27,675 | $ 13,592 |
Trade accounts receivable, net of allowances of $1,177 in 2023 and $538 in 2022 | 130,386 | 129,631 |
Inventories | 81,833 | 72,113 |
Prepaid expenses and other current assets | 21,058 | 23,112 |
Total current assets | 260,952 | 238,448 |
Property, plant, and equipment: | ||
Land and building | 23,488 | 25,723 |
Machinery and equipment | 320,977 | 318,693 |
Automobiles and trucks | 10,796 | 11,832 |
Chemical plants | 64,743 | 63,528 |
Construction in progress | 4,588 | 7,660 |
Total property, plant, and equipment | 424,592 | 427,436 |
Less accumulated depreciation | (315,098) | (325,856) |
Net property, plant, and equipment | 109,494 | 101,580 |
Other assets: | ||
Patents, trademarks and other intangible assets, net of accumulated amortization of $49,447 in 2023 and $46,996 in 2022 | 31,102 | 32,955 |
Operating lease right-of-use assets | 36,964 | 33,818 |
Investments | 16,718 | 14,286 |
Other assets | 14,762 | 13,279 |
Total other assets | 99,546 | 94,338 |
Total assets | 469,992 | 434,366 |
Current liabilities: | ||
Trade accounts payable | 53,673 | 49,121 |
Current portion of long-term debt | 1,900 | 3 |
Compensation and employee benefits | 23,117 | 30,958 |
Operating lease liabilities, current portion | 8,461 | 7,795 |
Accrued taxes | 10,898 | 9,913 |
Accrued liabilities and other | 27,368 | 25,557 |
Current liabilities associated with discontinued operations | 414 | 920 |
Total current liabilities | 125,831 | 124,267 |
Long-term debt, net | 156,007 | 156,455 |
Operating lease liabilities | 31,136 | 28,108 |
Asset retirement obligations | 13,983 | 13,671 |
Deferred income taxes | 2,000 | 2,038 |
Other liabilities | 3,978 | 3,430 |
Total long-term liabilities | 207,104 | 203,702 |
Commitments and contingencies (Note 7) | ||
Equity: | ||
Common stock, par value 0.01 per share; 250,000,000 shares authorized at June 30, 2023 and December 31, 2022; 132,695,294 shares issued at June 30, 2023 and 131,800,975 shares issued at December 31, 2022 | 1,327 | 1,318 |
Additional paid-in capital | 481,448 | 477,820 |
Treasury stock, at cost; 3,138,675 shares held at June 30, 2023 and December 31, 2022 | (19,957) | (19,957) |
Accumulated other comprehensive loss | (46,269) | (49,063) |
Retained deficit | (278,238) | (302,493) |
Total TETRA stockholders’ equity | 138,311 | 107,625 |
Noncontrolling interests | (1,254) | (1,228) |
Total equity | 137,057 | 106,397 |
Total liabilities and equity | $ 469,992 | $ 434,366 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowances for doubtful accounts | $ 1,177 | $ 538 |
Patents, trademarks, and other intangible assets, accumulated amortization | $ 49,447 | $ 46,996 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 132,695,294 | 131,800,975 |
Treasury stock, shares held | 3,138,675 | 3,138,675 |
Consolidated Statement of Equit
Consolidated Statement of Equity Statement - USD ($) $ in Thousands | Total | Common Stock Par Value | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Unrealized Gain (Loss) on Investment | Retained Deficit | Noncontrolling Interest | |
Balance at beginning of period at Dec. 31, 2021 | $ 98,563 | $ 1,301 | $ 475,624 | $ (19,957) | $ (46,932) | $ (310,332) | $ (1,141) | ||
Net income, retained deficit | 7,720 | ||||||||
Net income | 7,719 | (1) | |||||||
Translation adjustment, net of taxes | 192 | 192 | |||||||
Comprehensive income | 7,911 | ||||||||
Equity compensation expense | 1,104 | 1,104 | |||||||
Other | (676) | 7 | (673) | (10) | |||||
Balance at end of period at Mar. 31, 2022 | 106,902 | 1,308 | 476,055 | (19,957) | (46,740) | (302,612) | (1,152) | ||
Balance at beginning of period at Dec. 31, 2021 | 98,563 | 1,301 | 475,624 | (19,957) | (46,932) | (310,332) | (1,141) | ||
Net income, retained deficit | 9,465 | ||||||||
Net income | 9,444 | ||||||||
Other comprehensive income (loss) | 0 | ||||||||
Comprehensive income | 6,222 | ||||||||
Balance at end of period at Jun. 30, 2022 | 105,536 | 1,314 | 476,381 | (19,957) | (50,154) | (300,867) | (1,181) | ||
Balance at beginning of period at Mar. 31, 2022 | 106,902 | 1,308 | 476,055 | (19,957) | (46,740) | (302,612) | (1,152) | ||
Net income, retained deficit | 1,745 | 1,745 | |||||||
Net income | 1,725 | (20) | |||||||
Translation adjustment, net of taxes | (3,414) | (3,414) | 0 | ||||||
Other comprehensive income (loss) | 0 | ||||||||
Comprehensive income | (1,689) | ||||||||
Equity compensation expense | 1,159 | 1,159 | 0 | ||||||
Other | (836) | (833) | (9) | ||||||
Balance at end of period at Jun. 30, 2022 | 105,536 | 1,314 | 476,381 | (19,957) | (50,154) | (300,867) | (1,181) | ||
Balance at beginning of period at Dec. 31, 2022 | 106,397 | 1,318 | 477,820 | (19,957) | (48,991) | $ (72) | (302,493) | (1,228) | |
Net income, retained deficit | 6,040 | ||||||||
Net income | 6,033 | (7) | |||||||
Translation adjustment, net of taxes | 1,421 | ||||||||
Other comprehensive income (loss) | 121 | ||||||||
Comprehensive income | 7,575 | ||||||||
Equity compensation expense | [1] | 3,514 | 3,514 | ||||||
Other | (1,333) | 7 | (1,341) | 1 | |||||
Balance at end of period at Mar. 31, 2023 | 116,153 | 1,325 | 479,993 | (19,957) | (47,570) | 49 | (296,453) | (1,234) | |
Balance at beginning of period at Dec. 31, 2022 | 106,397 | 1,318 | 477,820 | (19,957) | (48,991) | (72) | (302,493) | (1,228) | |
Net income, retained deficit | 24,255 | ||||||||
Net income | 24,230 | ||||||||
Other comprehensive income (loss) | 328 | ||||||||
Comprehensive income | 27,024 | ||||||||
Balance at end of period at Jun. 30, 2023 | 137,057 | 1,327 | 481,448 | (19,957) | (46,525) | 256 | (278,238) | (1,254) | |
Balance at beginning of period at Mar. 31, 2023 | 116,153 | 1,325 | 479,993 | (19,957) | (47,570) | 49 | (296,453) | (1,234) | |
Net income, retained deficit | 18,215 | 18,215 | |||||||
Net income | 18,197 | (18) | |||||||
Translation adjustment, net of taxes | 1,045 | 1,045 | 0 | ||||||
Other comprehensive income (loss) | 207 | ||||||||
Comprehensive income | 19,449 | ||||||||
Equity compensation expense | 1,507 | 1,507 | 0 | ||||||
Other | (52) | 2 | (52) | (2) | |||||
Balance at end of period at Jun. 30, 2023 | $ 137,057 | $ 1,327 | $ 481,448 | $ (19,957) | $ (46,525) | $ 256 | $ (278,238) | $ (1,254) | |
[1]Equity-based compensation for the three months ended March 31, 2023 includes $2.3 million for a portion of short-term incentive compensation that was settled through grants of restricted stock units rather than cash. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities: | ||
Net income | $ 24,230 | $ 9,444 |
Reconciliation of net income to net cash provided by operating activities: | ||
Depreciation, amortization, and accretion | 17,127 | 15,427 |
Impairment and other charges | 777 | 2,262 |
Gain on investments | (403) | (390) |
Equity-based compensation expense | 2,768 | 2,263 |
Provision for credit losses | 720 | 244 |
Amortization and expense of financing costs | 1,781 | 1,573 |
Insurance recoveries associated with damaged equipment | (2,850) | (3,750) |
Gain on sale of assets | (281) | (719) |
Other non-cash credits | (737) | (313) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (514) | (14,581) |
Inventories | (8,549) | 4,519 |
Prepaid expenses and other current assets | 2,242 | (2,282) |
Trade accounts payable and accrued expenses | 443 | 11,185 |
Other | 603 | (1,079) |
Net cash provided by (used in) operating activities | 37,357 | 23,803 |
Investing activities: | ||
Purchases of property, plant, and equipment, net | 23,274 | 20,412 |
Proceeds from sale of property, plant, and equipment | 497 | 1,194 |
Proceeds from insurance recoveries associated with damaged equipment | 2,850 | 3,750 |
Purchase of investment | (250) | 0 |
Other investing activities | (1,827) | (451) |
Net cash used in investing activities | (22,004) | (15,919) |
Financing activities: | ||
Proceeds from credit agreements and long-term debt | 97,169 | 1,667 |
Principal payments on credit agreements and long-term debt | (98,237) | (3,267) |
Payments on financing lease obligations | (689) | (1,174) |
Net cash used in financing activities | (1,757) | (2,774) |
Effect of exchange rate changes on cash | 487 | (329) |
Increase in cash and cash equivalents | 14,083 | 4,781 |
Cash and cash equivalents at beginning of period | 13,592 | 31,551 |
Cash and cash equivalents at beginning of period | $ 27,675 | $ 36,332 |
Consolidated Statement of Equ_2
Consolidated Statement of Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | |||||
Translation adjustment, tax | $ 0 | $ 0 | $ 0 | $ 0 | |
Share-based Payment Arrangement, Expense | $ 2,300 |
Organization, Basis of Presenta
Organization, Basis of Presentation, and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization, Basis of Presentation, and Significant Accounting Policies | ORGANIZATION, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES Organization We are an energy services and solutions company operating on six continents, focused on calcium chloride, completion fluids and associated products and services, comprehensive water management solutions, frac flowback, production well testing and offshore rig cooling. We were incorporated in Delaware in 1981 and are composed of two segments – Completion Fluids & Products Division and Water & Flowback Services Division. Unless the context requires otherwise, when we refer to “we,” “us,” and “our,” we are describing TETRA Technologies, Inc. and its subsidiaries on a consolidated basis. Presentation Our unaudited consolidated financial statements include the accounts of our wholly owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The information furnished reflects all normal recurring adjustments, which are, in the opinion of management, necessary to provide a fair statement of the results for the interim periods. Operating results for the period ended June 30, 2023 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2023. We have reflected the operations of our former Compression Division and Offshore Division as discontinued operations for all periods presented. See Note 2 - “Discontinued Operations” for further information. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. The accompanying unaudited consolidated financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements required to be filed with the U.S. Securities and Exchange Commission (“SEC”) and do not include all information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2022 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023 (the “ 2022 Annual Report ”). Tax Benefits Preservation Plan On February 28, 2023, the Board of Directors adopted a Tax Benefits Preservation Plan (the “Tax Plan”) designed to protect the availability of the Company’s net operating loss carryforwards (“NOLs”) and other tax attributes (collectively, the “Tax Attributes”), which may be utilized in certain circumstances to reduce the Company’s future income tax obligations. The Tax Plan is intended to reduce the likelihood that any changes in the Company’s investor base would limit the Company’s future use of its Tax Attributes as a result of the Company experiencing an “ownership change” under Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”). If a corporation experiences an “ownership change,” any NOLs, losses or deductions attributable to a “net unrealized built-in loss” and other Tax Attributes could be substantially limited, and timing of the usage of such Tax Attributes could be substantially delayed. A corporation generally will experience an ownership change if one or more stockholders (or group of stockholders) who are each deemed to own at least 5% of the corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a testing period (generally, a rolling three-year period). In adopting the Tax Plan, the Board of Directors declared a dividend of one Series A Junior Participating Preferred Stock purchase right (the “Rights”) for each outstanding share of Common Stock pursuant to the terms of the Tax Plan. Initially, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a price of $20.00 per one one-thousandth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The Rights will cause substantial dilution to a person or group that acquires 4.99% or more of the Common Stock (or to a person or group that already owns 4.99% or more of the Company’s Common Stock if such person or group acquires additional shares representing 2% of the Company’s then outstanding shares of Common Stock) without prior approval from the Board of Directors. The Rights will expire at the earliest of: (i) the close of business on February 28, 2026 (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to the Tax Plan, (iii) the time at which the Rights are exchanged pursuant to the Tax Plan; (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement as described in the penultimate paragraph of Section 1.3 of the Tax Plan; (v) the close of business on the effective date of the repeal of Section 382 of the Code if the Board determines that the Tax Plan is no longer necessary or desirable for the preservation of the Tax Attributes; or (vi) the close of business on the first day of a taxable year of the Company following a Board determination that no Tax Attributes may be carried forward or otherwise utilized. The Tax Plan adopted by the Board of Directors is similar to plans adopted by other publicly held companies with significant NOLs or other substantial tax benefits and is not designed to prevent any action that the Board of Directors determines to be in the best interest of the Company and its stockholders. At the Company’s 2023 annual meeting of stockholders held on May 24, 2023, the Company’s stockholders ratified the adoption of the Tax Plan. The Rights are in all respects subject to and governed by the provisions of the Tax Plan. The foregoing summary provides only a general description of the Tax Plan and does not purport to be complete. The Tax Plan, which specifies the terms of the Rights and includes as Exhibit A the Form of Certificate of Designation of Series A Junior Participating Preferred Stock of the Company and as Exhibit B the Form of Right Certificate, is attached to the Company’s Current Report on Form 8-K, which was filed with the SEC on March 1, 2023, as Exhibit 4.1 and is incorporated herein by reference. The foregoing summary should be read together with the entire Tax Plan and is qualified in its entirety by reference to the Tax Plan. Mineral Resources Arrangement We have rights to the brine underlying our approximately 40,000 gross acres of brine leases in the Smackover Formation in Southwest Arkansas, including rights to the bromine and lithium contained in the brine. We recognized approximately $2.3 million and $3.1 million of expense during the three-month and six-month periods ended June 30, 2023, respectively, and $0.6 million and $2.6 million of expense during the three-month and six-month periods ended June 30, 2022, respectively, for exploration and pre-development costs representing expenditures incurred to evaluate potential future development of our lithium and bromine properties in Arkansas. In June 2023, we entered into a memorandum of understanding (“MOU”) with Saltwerx LLC (“Saltwerx”), an indirect wholly owned subsidiary of a Fortune 500 company, relating to a newly-proposed brine unit in the Smackover Formation in Southwest Arkansas and potential bromine and lithium production from brine produced from the unit. The binding provisions of the MOU provide, among other things, that (i) we will file an amended brine unit application (“the Application”) covering approximately 6,138 acres, which expands the size of the unit area and also combines brine acreage that was previously leased by each of TETRA and Saltwerx (“the Brine Unit”), with the Arkansas Oil & Gas Commission (“AOGC”) and (ii) Saltwerx will provide a letter to us in support of the Application. The MOU also contains provisions effective after, and contingent on, the approval of the Brine Unit by the AOGC, including provisions relating to: (i) initial brine ownership percentages within the Brine Unit, including the bromine and lithium contained in the brine, (ii) the transfer of certain leased acres outside the proposed Brine Unit from the Company to Saltwerx, (iii) Saltwerx reimbursing the Company for certain expenses incurred by the Company to date regarding the development of leased acreage to be included in the Brine Unit, and (iv) an allocation of certain future costs for the drilling of a brine production test well and other development operations, including FEED studies for bromine and lithium production facilities. We recognized approximately $4.7 million of income during the three-month and six-month periods ended June 30, 2023 for income from collaborative arrangement representing the portion of exploration and pre-development costs that are reimbursable by Saltwerx and is included in other income, net in our consolidated statements of operations. Significant Accounting Policies Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2022 included in our 2022 Annual Report . There have been no significant changes in our accounting policies or the application thereof during the second quarter of 2023. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, and impairments during the reporting period. Actual results could differ from those estimates, and such differences could be material. Reclassifications Certain previously reported financial information has been reclassified to conform to the current year's presentation. The impact of reclassifications was not significant to the prior year's overall presentation. Foreign Currency Translation We have designated the Euro, the British pound, the Canadian dollar, the Brazilian real, and the Mexican peso as the functional currencies for our operations in Finland and Sweden, the United Kingdom, Canada, Brazil, and certain of our operations in Mexico, respectively. The United States dollar is the designated functional currency for all of our other non-U.S. operations. The cumulative translation effects of translating the applicable accounts from the functional currencies into the United States dollar at current exchange rates are included as a separate component of equity. Foreign currency exchange gains are included in other (income) expense, net and totaled losses of $67,000 and $0.2 million during the three and six months ended June 30, 2023, respectively, and gains of $0.8 million and $1.6 million during the three and six months ended June 30, 2022, 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 investments. See Note 8 - “Fair Value Measurements” for further discussion. Fair value measurements are also utilized on a nonrecurring basis in certain circumstances, including the impairment of long-lived assets (a Level 3 fair value measurement). Supplemental Cash Flow Information Supplemental cash flow information is as follows: Six Months Ended 2023 2022 (in thousands) Interest paid $ 9,412 $ 8,056 Income taxes paid $ 2,012 $ 1,470 June 30, 2023 December 31, 2022 (in thousands) Accrued capital expenditures $ 3,142 $ 4,901 New Accounting Pronouncements Standards adopted during 2023 In June 2016, the FASB issued ASU 2016-13, “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 previously-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. Updates at each reporting date after initial adoption will be recorded through selling, general, and administrative expense. On January 1, 2023, we adopted ASU 2016-13. The adoption of this standard did not have a material impact on 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 U.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. In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848.” During the three months ended June 30, 2023, our asset-based credit agreement and term credit agreement were amended to replace LIBOR and Eurodollar rates with the secured overnight financing rate (“SOFR”). There were no significant costs associated with the amendments and the amendments did not have a significant impact on our consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONSOn 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 former Offshore Division is 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 loss from discontinued operations for the three and six months ended June 30, 2023 consist of general and administrative expense associated with ongoing litigation for our former Offshore Division. A summary of additional financial information related to our discontinued operations is as follows: Reconciliation of the Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Loss from Discontinued Operations (in thousands, unaudited) Three Months Ended Offshore Services Maritech Total Major classes of line items constituting income from discontinued operations Cost of revenues $ 54 $ — $ 54 General and administrative expense 8 — 8 Other income, net — (28) (28) Pretax income (loss) from discontinued operations (62) 28 (34) Loss from discontinued operations attributable to TETRA stockholders $ (34) Six Months Ended Offshore Services Maritech Total Major classes of line items constituting income from discontinued operations Cost of revenues $ 55 $ — $ 55 General and administrative expense 22 — 22 Other income, net — (28) (28) Pretax income (loss) from discontinued operations (77) 28 (49) Loss from discontinued operations attributable to TETRA stockholders $ (49) Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Statement of Financial Position (in thousands) June 30, 2023 Offshore Services Maritech Total (unaudited) Carrying amounts of major classes of liabilities included as part of discontinued operations Trade payables $ 319 $ — $ 319 Accrued liabilities and other — 95 95 Total liabilities associated with discontinued operations $ 319 $ 95 $ 414 December 31, 2022 Offshore Services Maritech Total Carrying amounts of major classes of liabilities included as part of discontinued operations Trade payables $ 319 $ — $ 319 Accrued liabilities and other 506 95 601 Total liabilities associated with discontinued operations $ 825 $ 95 $ 920 |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | REVENUE FROM CONTRACTS WITH CUSTOMERS Our contract asset balances, primarily associated with contractual invoicing milestones and/or customer documentation requirements, were $36.7 million and $33.1 million as of June 30, 2023 and December 31, 2022, 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. We are also party to agreements whereby Standard Lithium Ltd. (NYSE: SLI) (“Standard Lithium”) has the right to explore for, and an option to acquire the rights to produce and extract lithium in our Arkansas leases and other potential resources in the Mojave region of California. The Company receives cash and stock of Standard Lithium 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. Unearned income balances were $5.1 million and $3.7 million as of June 30, 2023 and December 31, 2022, respectively, and vary based on the timing of (i) invoicing, (ii) performance obligations being met and (iii) the receipt of stock and cash from Standard Lithium. Unearned income is included in accrued liabilities and other in our consolidated balance sheets. During the six-month periods ended June 30, 2023 and June 30, 2022, contract costs were not significant. We recognized approximately $1.4 million and $0.9 million of revenue during the three-month and six-month periods ended June 30, 2023, respectively, and $0.2 million and $0.5 million of revenue during the three-month and six-month periods ended June 30, 2022, respectively, deferred in unearned income as of the beginning of the period. We also recognized approximately $0.8 million and $1.4 million of income during the three-month and six-month periods ended June 30, 2023, respectively, and $0.9 million and $1.5 million of income during the three-month and six-month periods ended June 30, 2022, respectively, related to the Standard Lithium arrangements deferred in unearned income as of the beginning of the period and included in other income, net in our consolidated statements of operations. 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 - “Industry Segments.” In addition, we disaggregate revenue from contracts with customers by geography based on the following table below. Three Months Ended Six Months Ended 2023 2022 2023 2022 (in thousands) Completion Fluids & Products United States $ 45,859 $ 34,344 $ 78,682 $ 73,188 International 52,363 40,454 88,582 74,804 98,222 74,798 167,264 147,992 Water & Flowback Services United States 68,231 61,654 136,569 114,417 International 9,010 4,264 17,839 8,344 77,241 65,918 154,408 122,761 Total Revenue United States 114,090 95,998 215,251 187,605 International 61,373 44,718 106,421 83,148 $ 175,463 $ 140,716 $ 321,672 $ 270,753 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Components of inventories as of June 30, 2023 and December 31, 2022 are as follows: June 30, 2023 December 31, 2022 (in thousands) Finished goods $ 68,141 $ 60,481 Raw materials 5,287 3,734 Parts and supplies 6,477 6,432 Work in progress 1,928 1,466 Total inventories $ 81,833 $ 72,113 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2023 | |
Investments in and Advances to Affiliates [Abstract] | |
Investments | INVESTMENTS Our investments as of June 30, 2023 and December 31, 2022 consist of the following: June 30, 2023 December 31, 2022 (in thousands) Investment in CSI Compressco $ 6,599 $ 6,967 Investment in CarbonFree 6,269 6,139 Investment in Standard Lithium 3,600 1,180 Other investment 250 — Total Investments $ 16,718 $ 14,286 Following the January 2021 sale of the general partner of CSI Compressco LP (“CSI Compressco”), we continue to own approximately 3.7% of the outstanding CSI Compressco common units (NASDAQ: CCLP) as of June 30, 2023. We have an intellectual property joint development agreement in place with CarbonFree to evaluate potential new technologies. CarbonFree is a carbon capture company with patented technologies that capture CO 2 and mineralize emissions to make commercial, carbon-negative chemicals. In December 2021, we invested $5.0 million in a convertible note issued by CarbonFree. Our exposure to potential losses by CarbonFree are limited to our investments and capitalized and accrued interest associated with the CarbonFree convertible note. In addition, we are party to agreements whereby Standard Lithium has the right to explore for, and an option to acquire the rights to produce and extract, lithium in our Arkansas leases and other additional potential resources in the Mojave region of California. The Company receives cash and stock of Standard Lithium 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. |
Long-Term Debt and Other Borrow
Long-Term Debt and Other Borrowings | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | LONG-TERM DEBT AND OTHER BORROWINGS Consolidated long-term debt as of June 30, 2023 and December 31, 2022 consists of the following: Scheduled Maturity June 30, 2023 December 31, 2022 (in thousands) Term Credit Agreement (1) September 10, 2025 $ 156,007 $ 154,570 Asset-Based Credit Agreement (2) May 31, 2025 — 1,885 Argentina Credit Agreement October 19, 2023 1,900 — Swedish Credit Facility December 31, 2023 — 3 Total debt 157,907 156,458 Less current portion (1,900) (3) Total long-term debt $ 156,007 $ 156,455 (1) Net of unamortized discount of $2.8 million and $3.4 million as of June 30, 2023 and December 31, 2022, respectively, and net of unamortized deferred financing costs of $4.2 million and $5.1 million as of June 30, 2023 and December 31, 2022, respectively. (2) Net of unamortized deferred financing costs of $1.1 million as of December 31, 2022. Deferred financing costs of $0.9 million as of June 30, 2023, were classified as other long-term assets on the accompanying consolidated balance sheet as there was no outstanding balance on our asset-based credit agreement. Term Credit Agreement As of June 30, 2023, we had $156.0 million outstanding, net of unamortized discounts and unamortized deferred financing costs under our term credit agreement (“Term Credit Agreement”). The Term Credit Agreement requires us to offer to prepay up to 50% of Excess Cash Flow (as defined in the Term Credit Agreement) from the most recent full fiscal year within five the Term Credit Agreement) at year-end is less than 2.00 to 1.00, the prepayment requirement is decreased to 25%. If our Leverage Ratio at year-end is less than 1.50 to 1.00, then no prepayment is required. The Term Credit Agreement was amended in June 2023 to remove references to LIBOR and Eurodollar rates. Borrowings under the Term Credit Agreement bear interest at a rate per annum equal to, at the option of TETRA, either (i) SOFR (subject to a 1% floor) plus a margin of 6.25% per annum or (ii) a base rate plus a margin of 5.25% per annum. As of June 30, 2023, the interest rate per annum on borrowings under the Term Credit Agreement is 11.40%. In addition to paying interest on the outstanding principal under the Term Credit Agreement, TETRA is required to pay a commitment fee in respect of the unutilized commitments at the rate of 1.0% per annum, paid quarterly in arrears based on utilization of the commitments under the Term Credit Agreement. All obligations under the Term Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest for the benefit of the Term Lenders on substantially all of the personal property of TETRA and certain of its subsidiaries, the equity interests in certain domestic subsidiaries, and a maximum of 65% of the equity interests in certain foreign subsidiaries. ABL Credit Agreement As of June 30, 2023, our asset-based credit agreement (“ABL Credit Agreement”) provides for a senior secured revolving credit facility of up to $80.0 million, with a $20.0 million accordion. The credit facility is subject to a borrowing base determined monthly by reference to the value of inventory and accounts receivable, and includes a sublimit of $20.0 million for letters of credit, a swingline loan sublimit of $11.5 million, and a $15.0 million sub-facility subject to a borrowing base consisting of certain trade receivables and inventory in the United Kingdom. As of June 30, 2023, we had no balance outstanding and $11.5 million in letters of credit and guarantees under our ABL Credit Agreement. Subject to compliance with the covenants, borrowing base, and other provisions of the ABL Credit Agreement that may limit borrowings, we had availability of $66.6 million under this agreement. The ABL Credit Agreement was amended in May 2023 to remove references to LIBOR. Borrowings under the ABL Credit Agreement bear interest at a rate per annum equal to, at the option of TETRA, either (i) SOFR plus 0.10%, (ii) a base rate plus a margin based on a fixed charge coverage ratio, (iii) the Daily Simple Risk Free Rate plus 0.10%, or (iv) with respect to borrowings denominated in Sterling, the Daily Simple Risk Free Rate for Sterling plus 0.0326%. The base rate is determined by reference to the highest of (a) the prime rate of interest as announced from time to time by JPMorgan Chase Bank, N.A. (b) the Federal Funds Effective Rate (as defined in the ABL Credit Agreement) plus 0.5% per annum and (c) SOFR (adjusted to reflect any required bank reserves) for a one-month period on such day plus 1.0% per annum. In addition to paying interest on the outstanding principal under the ABL Credit Agreement, TETRA is required to pay a commitment fee in respect of the unutilized commitments at an applicable rate ranging from 0.375% to 0.5% per annum, paid monthly in arrears based on utilization of the commitments under the ABL Credit Agreement. TETRA is also required to pay a customary letter of credit fee equal to the applicable margin on LIBOR-based loans and fronting fees. All obligations under the ABL Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest for the benefit of the ABL Lenders on substantially all of the personal property of TETRA and certain subsidiaries of TETRA, the equity interests in certain domestic subsidiaries, and a maximum of 65% of the equity interests in certain foreign subsidiaries. Argentina Credit Agreement In January 2023, the Company entered into a revolving credit facility for certain working capital and capital expenditure needs for its subsidiary in Argentina (“Argentina Credit Facility”). As of June 30, 2023, we had $1.9 million outstanding and availability of $0.1 million under the Argentina Credit Agreement. Borrowings bear interest at a rate of 2.50% per annum. The Argentina Credit Facility expires on October 19, 2023 and is backed by a letter of credit under our ABL Credit Agreement. Swedish Credit Facility In January 2022, the Company entered into a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden (“Swedish Credit Facility”). As of June 30, 2023, we had no balance outstanding and availability of approximately $4.6 million under the Swedish Credit Facility. During each year, all outstanding loans under the Swedish Credit Facility must be repaid for at least 30 consecutive days. Borrowings bear interest at a rate of 2.95% per annum. The Swedish Credit Facility expires on December 31, 2023 and the Company intends to renew it annually. Finland Credit Agreement In January 2022, the Company also entered into an agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”). As of June 30, 2023, there were $1.5 million of letters of credit outstanding against the Finland Credit Agreement. The Finland Credit Agreement expires on January 31, 2024 and the Company intends to renew it annually. Covenants Our credit agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments. As of June 30, 2023, we are in compliance with all covenants under the credit agreements. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Litigation We are named defendants in several lawsuits and respondents in certain governmental proceedings arising in the ordinary course of business. While the outcome of lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or other proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse impact on our financial condition, results of operations, or liquidity. We have a Bromine Requirements Sales Agreement (“Sales Agreement”) to purchase a certain volume of elemental bromine from LANXESS Corporation (formerly Chemtura Corporation) (“LANXESS”), included in Product Purchase Obligations below. LANXESS notified us of a proposed non-ordinary course increase to the price of bromine. After lengthy discussions, we and LANXESS were unable to reach an agreement regarding the validity of the proposed price increase; therefore, we filed for arbitration in May 2022 seeking declaratory relief, among other relief, declaring that the proposed price increase is invalid. In September 2022, LANXESS filed a counterclaim with the American Arbitration Association seeking declaratory relief, among other relief. On May 25, 2023, TETRA entered into the Third Amendment to Bromine Requirements Sales Agreement (the “Amendment”) with LANXESS. The Amendment has an effective date of April 1, 2023 and was entered into in connection with the entry into a settlement agreement in the Company’s arbitration with LANXESS. The Amendment provides for, among other things, revised volume requirements and related terms. On June 14, 2023, in light of the settlement agreement, and in response to the parties’ stipulated motion to dismiss, the arbitration panel issued an Order of Dismissal, which dismissed all claims in the arbitration with prejudice. There have been no other material developments in our legal proceedings during the quarter ended June 30, 2023. For additional discussion of our legal proceedings, please see our 2022 Annual Report . In the normal course of our Completion Fluids & Products Division operations, we enter into supply agreements with certain manufacturers of various raw materials and finished products. Some of these agreements have terms and conditions that specify a minimum or maximum level of purchases over the term of the agreement. Other agreements require us to purchase the entire output of the raw material or finished product produced by the manufacturer. Our purchase obligations under these agreements apply only with regard to raw materials and finished products that meet specifications set forth in the agreements. We recognize a liability for the purchase of such products at the time we receive them. As of June 30, 2023, the aggregate amount of the fixed and determinable portion of the purchase obligation pursuant to our Completion Fluids & Products Division’s supply agreements was |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Financial Instruments Investments We retained an interest in CSI Compressco representing approximately 3.7% of CSI Compressco’s outstanding common units as of June 30, 2023. In December 2021, we invested in a $5.0 million convertible note issued by CarbonFree. In addition, we receive cash and stock of Standard Lithium under the terms of our arrangements as noted in Note 5 - “Investments.” Our investments in CSI Compressco and Standard Lithium are recorded in investments on our consolidated balance sheets based on the quoted market stock price (Level 1 fair value measurements). The stock component of consideration received from Standard Lithium is initially recorded as unearned income based on the quoted market price at the time the stock is received, then recognized in income over the contract term. Changes in the value of stock are recorded in other (income) expense, net in our consolidated statements of operations. Our investment in convertible notes issued by CarbonFree is recorded in our consolidated financial statements based on an internal valuation with assistance from a third-party valuation specialist (Level 3 fair value measurement). The valuation is impacted by key assumptions, including the assumed probability and timing of potential debt or equity offerings. The convertible note includes an option to convert the note into equity interests issued by CarbonFree. The change in the fair value of the embedded option is included in other (income) expense, net in our consolidated statements of operations. The change in the fair value of the convertible note, excluding the embedded option, is included in other comprehensive income (loss) in our consolidated statements of comprehensive income. The change in our investment in CarbonFree for the six-month period ended June 30, 2023 is as follows: Six Months Ended June 30, 2023 (in thousands) Balance at beginning of period $ 6,139 Change in fair value of embedded option (198) Change in fair value of convertible note, excluding embedded option 328 Balance at end of period $ 6,269 Recurring fair value measurements by valuation hierarchy as of June 30, 2023 and December 31, 2022 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, 2023 (Level 1) (Level 2) (Level 3) (in thousands) Investment in CSI Compressco $ 6,599 $ 6,599 $ — $ — Investment in CarbonFree 6,269 — — 6,269 Investment in Standard Lithium 3,600 3,600 — — Other investment 250 — — 250 Investments $ 16,718 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, 2022 (Level 1) (Level 2) (Level 3) (in thousands) Investment in CSI Compressco $ 6,967 $ 6,967 $ — $ — Investment in CarbonFree 6,139 — — 6,139 Investment in Standard Lithium 1,180 1,180 — — Investments $ 14,286 Impairments During the second quarter of 2023, we recorded a $0.8 million impairment of our corporate office lease. The fair values were estimated based on the discounted cash flows from our lease and sublease agreements, including the rent rate per square foot (a Level 3 fair value measurement) in accordance with the fair value hierarchy. Other The fair values of cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, short-term borrowings and long-term debt pursuant to our Term Credit Agreement, ABL Credit Agreement, Argentina Credit Agreement, and Swedish Credit Agreement approximate their carrying amounts. See Note 6 - “Long-Term Debt and Other Borrowings” for further discussion. |
Net Income per Share
Net Income per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | NET INCOME PER SHARE The following is a reconciliation of the weighted average number of common shares outstanding with the number of shares used in the computations of net income per common and common equivalent share: Three Months Ended Six Months Ended 2023 2022 2023 2022 (in thousands) Number of weighted average common shares outstanding 129,460 127,992 129,201 127,627 Assumed vesting of equity awards 465 2,107 752 2,027 Average diluted shares outstanding 129,925 130,099 129,953 129,654 |
Industry Segments
Industry Segments | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Industry Segments | INDUSTRY SEGMENTS We manage our operations through two segments: Completion Fluids & Products Division and Water & Flowback Services Division. Summarized financial information concerning the business segments is as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 (in thousands) Revenues from external customers Product sales Completion Fluids & Products Division $ 94,368 $ 70,227 $ 159,883 $ 140,115 Water & Flowback Services Division 1,849 74 1,869 241 Consolidated $ 96,217 $ 70,301 $ 161,752 $ 140,356 Services Completion Fluids & Products Division $ 3,854 $ 4,571 $ 7,381 $ 7,877 Water & Flowback Services Division 75,392 65,844 152,539 122,520 Consolidated $ 79,246 $ 70,415 $ 159,920 $ 130,397 Total revenues Completion Fluids & Products Division $ 98,222 $ 74,798 $ 167,264 $ 147,992 Water & Flowback Services Division 77,241 65,918 154,408 122,761 Consolidated $ 175,463 $ 140,716 $ 321,672 $ 270,753 Income (loss) before taxes Completion Fluids & Products Division $ 31,956 $ 15,261 $ 50,398 $ 34,553 Water & Flowback Services Division 8,014 1,644 14,394 4,326 Interdivision Eliminations — 3 — 6 Corporate Overhead (1) (18,890) (15,628) (36,178) (28,671) Consolidated $ 21,080 $ 1,280 $ 28,614 $ 10,214 (1) Amounts reflected include the following general corporate expenses: Three Months Ended Six Months Ended 2023 2022 2023 2022 (in thousands) General and administrative expense $ 12,594 $ 11,542 $ 23,654 $ 21,888 Depreciation and amortization 92 172 202 363 Impairments and other charges 777 — 777 — Interest expense 5,813 3,894 11,273 7,541 Other general corporate (income) expense, net (386) 20 272 (1,121) Total $ 18,890 $ 15,628 $ 36,178 $ 28,671 |
Organization, Basis of Presen_2
Organization, Basis of Presentation, and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Principles of consolidation policy | Presentation Our unaudited consolidated financial statements include the accounts of our wholly owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The information furnished reflects all normal recurring adjustments, which are, in the opinion of management, necessary to provide a fair statement of the results for the interim periods. Operating results for the period ended June 30, 2023 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2023. We have reflected the operations of our former Compression Division and Offshore Division as discontinued operations for all periods presented. See Note 2 - “Discontinued Operations” for further information. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. The accompanying unaudited consolidated financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements required to be filed with the U.S. Securities and Exchange Commission (“SEC”) and do not include all information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2022 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023 (the “ 2022 Annual Report ”). |
Tax Benefits Preservation Plan | Tax Benefits Preservation Plan On February 28, 2023, the Board of Directors adopted a Tax Benefits Preservation Plan (the “Tax Plan”) designed to protect the availability of the Company’s net operating loss carryforwards (“NOLs”) and other tax attributes (collectively, the “Tax Attributes”), which may be utilized in certain circumstances to reduce the Company’s future income tax obligations. The Tax Plan is intended to reduce the likelihood that any changes in the Company’s investor base would limit the Company’s future use of its Tax Attributes as a result of the Company experiencing an “ownership change” under Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”). If a corporation experiences an “ownership change,” any NOLs, losses or deductions attributable to a “net unrealized built-in loss” and other Tax Attributes could be substantially limited, and timing of the usage of such Tax Attributes could be substantially delayed. A corporation generally will experience an ownership change if one or more stockholders (or group of stockholders) who are each deemed to own at least 5% of the corporation’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a testing period (generally, a rolling three-year period). In adopting the Tax Plan, the Board of Directors declared a dividend of one Series A Junior Participating Preferred Stock purchase right (the “Rights”) for each outstanding share of Common Stock pursuant to the terms of the Tax Plan. Initially, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Stock”) at a price of $20.00 per one one-thousandth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The Rights will cause substantial dilution to a person or group that acquires 4.99% or more of the Common Stock (or to a person or group that already owns 4.99% or more of the Company’s Common Stock if such person or group acquires additional shares representing 2% of the Company’s then outstanding shares of Common Stock) without prior approval from the Board of Directors. The Rights will expire at the earliest of: (i) the close of business on February 28, 2026 (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to the Tax Plan, (iii) the time at which the Rights are exchanged pursuant to the Tax Plan; (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement as described in the penultimate paragraph of Section 1.3 of the Tax Plan; (v) the close of business on the effective date of the repeal of Section 382 of the Code if the Board determines that the Tax Plan is no longer necessary or desirable for the preservation of the Tax Attributes; or (vi) the close of business on the first day of a taxable year of the Company following a Board determination that no Tax Attributes may be carried forward or otherwise utilized. The Tax Plan adopted by the Board of Directors is similar to plans adopted by other publicly held companies with significant NOLs or other substantial tax benefits and is not designed to prevent any action that the Board of Directors determines to be in the best interest of the Company and its stockholders. At the Company’s 2023 annual meeting of stockholders held on May 24, 2023, the Company’s stockholders ratified the adoption of the Tax Plan. The Rights are in all respects subject to and governed by the provisions of the Tax Plan. The foregoing summary provides only a general description of the Tax Plan and does not purport to be complete. The Tax Plan, which specifies the terms of the Rights and includes as Exhibit A the Form of Certificate of Designation of Series A Junior Participating Preferred Stock of the Company and as Exhibit B the Form of Right Certificate, is attached to the Company’s Current Report on Form 8-K, which was filed with the SEC on March 1, 2023, as Exhibit 4.1 and is incorporated herein by reference. The foregoing summary should be read together with the entire Tax Plan and is qualified in its entirety by reference to the Tax Plan. |
Use of estimates policy | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, and impairments during the reporting period. Actual results could differ from those estimates, and such differences could be material. |
Reclassifications | Reclassifications Certain previously reported financial information has been reclassified to conform to the current year's presentation. The impact of reclassifications was not significant to the prior year's overall presentation. |
Foreign currency translation policy | Foreign Currency Translation We have designated the Euro, the British pound, the Canadian dollar, the Brazilian real, and the Mexican peso as the functional currencies for our operations in Finland and Sweden, the United Kingdom, Canada, Brazil, and certain of our operations in Mexico, respectively. The United States dollar is the designated functional currency for all of our other non-U.S. operations. The cumulative translation effects of translating the applicable accounts from the functional currencies into the United States dollar at current exchange rates are included as a separate component of equity. Foreign currency exchange gains are included in other (income) expense, net and totaled losses of $67,000 and $0.2 million during the three and six months ended June 30, 2023, respectively, and gains of $0.8 million and $1.6 million during the three and six months ended June 30, 2022, respectively. |
Fair value measurements | Fair Value Measurements We utilize fair value measurements to account for certain items and account balances within our consolidated financial statements. Fair value measurements are utilized on a recurring basis in the determination of the carrying values of certain investments. See Note 8 - “Fair Value Measurements” for further discussion. Fair value measurements are also utilized on a nonrecurring basis in certain circumstances, including the impairment of long-lived assets (a Level 3 fair value measurement). |
New accounting pronouncements | New Accounting Pronouncements Standards adopted during 2023 In June 2016, the FASB issued ASU 2016-13, “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 previously-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. Updates at each reporting date after initial adoption will be recorded through selling, general, and administrative expense. On January 1, 2023, we adopted ASU 2016-13. The adoption of this standard did not have a material impact on 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 U.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. In December 2022, the FASB issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848.” During the three months ended June 30, 2023, our asset-based credit agreement and term credit agreement were amended to replace LIBOR and Eurodollar rates with the secured overnight financing rate (“SOFR”). There were no significant costs associated with the amendments and the amendments did not have a significant impact on our consolidated financial statements. |
Organization, Basis of Presen_3
Organization, Basis of Presentation, and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information is as follows: Six Months Ended 2023 2022 (in thousands) Interest paid $ 9,412 $ 8,056 Income taxes paid $ 2,012 $ 1,470 June 30, 2023 December 31, 2022 (in thousands) Accrued capital expenditures $ 3,142 $ 4,901 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | A summary of additional financial information related to our discontinued operations is as follows: Reconciliation of the Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Loss from Discontinued Operations (in thousands, unaudited) Three Months Ended Offshore Services Maritech Total Major classes of line items constituting income from discontinued operations Cost of revenues $ 54 $ — $ 54 General and administrative expense 8 — 8 Other income, net — (28) (28) Pretax income (loss) from discontinued operations (62) 28 (34) Loss from discontinued operations attributable to TETRA stockholders $ (34) Six Months Ended Offshore Services Maritech Total Major classes of line items constituting income from discontinued operations Cost of revenues $ 55 $ — $ 55 General and administrative expense 22 — 22 Other income, net — (28) (28) Pretax income (loss) from discontinued operations (77) 28 (49) Loss from discontinued operations attributable to TETRA stockholders $ (49) Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Statement of Financial Position (in thousands) June 30, 2023 Offshore Services Maritech Total (unaudited) Carrying amounts of major classes of liabilities included as part of discontinued operations Trade payables $ 319 $ — $ 319 Accrued liabilities and other — 95 95 Total liabilities associated with discontinued operations $ 319 $ 95 $ 414 December 31, 2022 Offshore Services Maritech Total Carrying amounts of major classes of liabilities included as part of discontinued operations Trade payables $ 319 $ — $ 319 Accrued liabilities and other 506 95 601 Total liabilities associated with discontinued operations $ 825 $ 95 $ 920 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | In addition, we disaggregate revenue from contracts with customers by geography based on the following table below. Three Months Ended Six Months Ended 2023 2022 2023 2022 (in thousands) Completion Fluids & Products United States $ 45,859 $ 34,344 $ 78,682 $ 73,188 International 52,363 40,454 88,582 74,804 98,222 74,798 167,264 147,992 Water & Flowback Services United States 68,231 61,654 136,569 114,417 International 9,010 4,264 17,839 8,344 77,241 65,918 154,408 122,761 Total Revenue United States 114,090 95,998 215,251 187,605 International 61,373 44,718 106,421 83,148 $ 175,463 $ 140,716 $ 321,672 $ 270,753 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Components of inventories as of June 30, 2023 and December 31, 2022 are as follows: June 30, 2023 December 31, 2022 (in thousands) Finished goods $ 68,141 $ 60,481 Raw materials 5,287 3,734 Parts and supplies 6,477 6,432 Work in progress 1,928 1,466 Total inventories $ 81,833 $ 72,113 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments in and Advances to Affiliates [Abstract] | |
Summary of Investments | Our investments as of June 30, 2023 and December 31, 2022 consist of the following: June 30, 2023 December 31, 2022 (in thousands) Investment in CSI Compressco $ 6,599 $ 6,967 Investment in CarbonFree 6,269 6,139 Investment in Standard Lithium 3,600 1,180 Other investment 250 — Total Investments $ 16,718 $ 14,286 |
Long-Term Debt and Other Borr_2
Long-Term Debt and Other Borrowings (Table) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt Table | Consolidated long-term debt as of June 30, 2023 and December 31, 2022 consists of the following: Scheduled Maturity June 30, 2023 December 31, 2022 (in thousands) Term Credit Agreement (1) September 10, 2025 $ 156,007 $ 154,570 Asset-Based Credit Agreement (2) May 31, 2025 — 1,885 Argentina Credit Agreement October 19, 2023 1,900 — Swedish Credit Facility December 31, 2023 — 3 Total debt 157,907 156,458 Less current portion (1,900) (3) Total long-term debt $ 156,007 $ 156,455 (1) Net of unamortized discount of $2.8 million and $3.4 million as of June 30, 2023 and December 31, 2022, respectively, and net of unamortized deferred financing costs of $4.2 million and $5.1 million as of June 30, 2023 and December 31, 2022, respectively. (2) Net of unamortized deferred financing costs of $1.1 million as of December 31, 2022. Deferred financing costs of $0.9 million as of June 30, 2023, were classified as other long-term assets on the accompanying consolidated balance sheet as there was no outstanding balance on our asset-based credit agreement. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | Recurring fair value measurements by valuation hierarchy as of June 30, 2023 and December 31, 2022 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, 2023 (Level 1) (Level 2) (Level 3) (in thousands) Investment in CSI Compressco $ 6,599 $ 6,599 $ — $ — Investment in CarbonFree 6,269 — — 6,269 Investment in Standard Lithium 3,600 3,600 — — Other investment 250 — — 250 Investments $ 16,718 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, 2022 (Level 1) (Level 2) (Level 3) (in thousands) Investment in CSI Compressco $ 6,967 $ 6,967 $ — $ — Investment in CarbonFree 6,139 — — 6,139 Investment in Standard Lithium 1,180 1,180 — — Investments $ 14,286 |
Investment | The change in our investment in CarbonFree for the six-month period ended June 30, 2023 is as follows: Six Months Ended June 30, 2023 (in thousands) Balance at beginning of period $ 6,139 Change in fair value of embedded option (198) Change in fair value of convertible note, excluding embedded option 328 Balance at end of period $ 6,269 |
Net Income per Share (Tables)
Net Income per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Share | The following is a reconciliation of the weighted average number of common shares outstanding with the number of shares used in the computations of net income per common and common equivalent share: Three Months Ended Six Months Ended 2023 2022 2023 2022 (in thousands) Number of weighted average common shares outstanding 129,460 127,992 129,201 127,627 Assumed vesting of equity awards 465 2,107 752 2,027 Average diluted shares outstanding 129,925 130,099 129,953 129,654 |
Industry Segments (Tables)
Industry Segments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting Table | Summarized financial information concerning the business segments is as follows: Three Months Ended Six Months Ended 2023 2022 2023 2022 (in thousands) Revenues from external customers Product sales Completion Fluids & Products Division $ 94,368 $ 70,227 $ 159,883 $ 140,115 Water & Flowback Services Division 1,849 74 1,869 241 Consolidated $ 96,217 $ 70,301 $ 161,752 $ 140,356 Services Completion Fluids & Products Division $ 3,854 $ 4,571 $ 7,381 $ 7,877 Water & Flowback Services Division 75,392 65,844 152,539 122,520 Consolidated $ 79,246 $ 70,415 $ 159,920 $ 130,397 Total revenues Completion Fluids & Products Division $ 98,222 $ 74,798 $ 167,264 $ 147,992 Water & Flowback Services Division 77,241 65,918 154,408 122,761 Consolidated $ 175,463 $ 140,716 $ 321,672 $ 270,753 Income (loss) before taxes Completion Fluids & Products Division $ 31,956 $ 15,261 $ 50,398 $ 34,553 Water & Flowback Services Division 8,014 1,644 14,394 4,326 Interdivision Eliminations — 3 — 6 Corporate Overhead (1) (18,890) (15,628) (36,178) (28,671) Consolidated $ 21,080 $ 1,280 $ 28,614 $ 10,214 (1) Amounts reflected include the following general corporate expenses: Three Months Ended Six Months Ended 2023 2022 2023 2022 (in thousands) General and administrative expense $ 12,594 $ 11,542 $ 23,654 $ 21,888 Depreciation and amortization 92 172 202 363 Impairments and other charges 777 — 777 — Interest expense 5,813 3,894 11,273 7,541 Other general corporate (income) expense, net (386) 20 272 (1,121) Total $ 18,890 $ 15,628 $ 36,178 $ 28,671 |
Organization, Basis of Presen_4
Organization, Basis of Presentation, and Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) a $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) a segment $ / shares | Jun. 30, 2022 USD ($) | Feb. 28, 2023 $ / shares | Dec. 31, 2022 $ / shares | |
Dividends Payable [Line Items] | ||||||
Number of Operating Segments | segment | 2 | |||||
Foreign currency exchange (gains) and losses | $ 67 | $ (800) | $ 200 | $ (1,600) | ||
Preferred stock, dividend declared | 1 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Number of shares owned | 0.0499 | |||||
Exploration and pre-development costs | $ 2,341 | 634 | $ 3,061 | 2,564 | ||
Gross brine lease acres | a | 40,000 | 40,000 | ||||
Other income, net | $ (6,435) | $ (1,037) | $ (6,649) | $ (3,448) | ||
Saltwerx | ||||||
Dividends Payable [Line Items] | ||||||
Other income, net | $ (4,700) | $ (4,700) | ||||
Southwest Arkansas | Saltwerx | ||||||
Dividends Payable [Line Items] | ||||||
Gross brine lease acres | a | 6,138 | 6,138 | ||||
Common Stock | ||||||
Dividends Payable [Line Items] | ||||||
Shares outstanding | 0.02 | |||||
Preferred Stock | ||||||
Dividends Payable [Line Items] | ||||||
Preferred stock, par value(in dollars per share) | $ / shares | $ 0.01 | |||||
Conversion price | $ / shares | $ 20 |
Organization, Basis of Presen_5
Organization, Basis of Presentation, and Significant Accounting Policies - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | |||
Interest paid | $ 9,412 | $ 8,056 | |
Income taxes paid | 2,012 | $ 1,470 | |
Capital Expenditures Incurred but Not yet Paid | $ 3,142 | $ 4,901 |
Discontinued Operations - Loss
Discontinued Operations - Loss from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cost of revenues | $ 54 | $ 55 |
General and administrative expense | 8 | 22 |
Other income, net | (28) | (28) |
Pretax income (loss) from discontinued operations | (34) | (49) |
Loss from discontinued operations attributable to TETRA stockholders | (34) | (49) |
Compression Division | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cost of revenues | 54 | 55 |
General and administrative expense | 8 | 22 |
Other income, net | 0 | 0 |
Pretax income (loss) from discontinued operations | (62) | (77) |
Offshore Services | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cost of revenues | 0 | 0 |
General and administrative expense | 0 | 0 |
Other income, net | (28) | (28) |
Pretax income (loss) from discontinued operations | $ 28 | $ 28 |
Discontinued Operations - Prese
Discontinued Operations - Presented Separately in the Statement of Financial Position (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Trade payables | $ 319 | $ 319 |
Accrued liabilities and other | 95 | 601 |
Total liabilities associated with discontinued operations | 414 | 920 |
Offshore Services | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Trade payables | 319 | 319 |
Accrued liabilities and other | 0 | 506 |
Total liabilities associated with discontinued operations | 319 | 825 |
Maritech | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Trade payables | 0 | 0 |
Accrued liabilities and other | 95 | 95 |
Total liabilities associated with discontinued operations | $ 95 | $ 95 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) segment | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Contract with customer, asset balances | $ 36,700 | $ 36,700 | $ 33,100 | ||
Purchase order | 5,100 | 5,100 | $ 3,700 | ||
Deferred revenue, revenue recognized | 1,400 | $ 200 | 900 | $ 500 | |
Income recognized | 6,435 | 1,037 | $ 6,649 | 3,448 | |
Number of Reportable Segments | segment | 2 | ||||
Standard Lithium Ltd. | |||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||||
Income recognized | $ 800 | $ 900 | $ 1,400 | $ 1,500 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 175,463 | $ 140,716 | $ 321,672 | $ 270,753 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | 114,090 | 95,998 | 215,251 | 187,605 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | 61,373 | 44,718 | 106,421 | 83,148 |
Completion Fluids & Products Division | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | 98,222 | 74,798 | 167,264 | 147,992 |
Completion Fluids & Products Division | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | 45,859 | 34,344 | 78,682 | 73,188 |
Completion Fluids & Products Division | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | 52,363 | 40,454 | 88,582 | 74,804 |
Water & Flowback Services Division | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | 77,241 | 65,918 | 154,408 | 122,761 |
Water & Flowback Services Division | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | 68,231 | 61,654 | 136,569 | 114,417 |
Water & Flowback Services Division | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues from external customers | $ 9,010 | $ 4,264 | $ 17,839 | $ 8,344 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 68,141 | $ 60,481 |
Raw materials | 5,287 | 3,734 |
Parts and supplies | 6,477 | 6,432 |
Work in progress | 1,928 | 1,466 |
Total inventories | $ 81,833 | $ 72,113 |
Investments in and Advances to
Investments in and Advances to Affiliates (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Investments in and Advances to Affiliates [Line Items] | |||
Investments | $ 16,718 | $ 14,286 | |
Investments | $ 16,718 | 14,286 | |
CSI Compressco | |||
Investments in and Advances to Affiliates [Line Items] | |||
Ownership percentage | 3.70% | ||
Investments | $ 6,599 | 6,967 | |
CarbonFree | |||
Investments in and Advances to Affiliates [Line Items] | |||
Investments | $ 5,000 | ||
Investments | 6,269 | 6,139 | |
Standard Lithium | |||
Investments in and Advances to Affiliates [Line Items] | |||
Investments | 3,600 | 1,180 | |
Other Investments | |||
Investments in and Advances to Affiliates [Line Items] | |||
Investments | 250 | $ 0 | |
Investments | $ 250 |
Long-Term Debt and Other Borr_3
Long-Term Debt and Other Borrowings - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 156,007 | $ 156,455 |
Parent Company | ||
Debt Instrument [Line Items] | ||
Long-term debt | 157,907 | 156,458 |
Less current portion | (1,900) | (3) |
Total long-term debt | 156,007 | 156,455 |
Revolving Credit Facility | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 3 |
Revolving Credit Facility | Line of Credit | Argentina Credit Agreement | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,900 | 0 |
Asset-Based Credit Agreement | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 1,885 |
Unamortized deferred finance costs | 1,100 | |
Deferred financing costs | 900 | |
Term Loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 156,007 | 154,570 |
Unamortized deferred finance costs | 4,200 | 5,100 |
Unamortized discount (premium), net | $ 2,800 | $ 3,400 |
Long-Term Debt and Other Borr_4
Long-Term Debt and Other Borrowings - Additional Information (Details) | 6 Months Ended | ||
Jun. 30, 2023 USD ($) | Feb. 28, 2023 | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||
Preferred Stock, Convertible, Conversion Ratio | 0.001 | ||
Parent Company | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 157,907,000 | $ 156,458,000 | |
Parent Company | Letter of Credit | Asset-Based Lending Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 20,000,000 | ||
Line of Credit | Revolving Credit Facility | ABL Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 80,000,000 | ||
Accordion feature | 20,000,000 | ||
Line of Credit | Revolving Credit Facility | Argentina Credit Agreement | |||
Debt Instrument [Line Items] | |||
Bank line of credit, net availability | $ 100,000 | ||
Interest rate | 2.50% | ||
Long-term debt | $ 1,900,000 | 0 | |
Line of Credit | Letter of Credit | Sub-Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 15,000,000 | ||
Line of Credit | Parent Company | ABL Credit Agreement | |||
Debt Instrument [Line Items] | |||
Bank line of credit, letters of credit and guarantees | 11,500,000 | ||
Debt instrument, face amount | $ 66,600,000 | ||
Secured Debt | Variable Rate Component One | |||
Debt Instrument [Line Items] | |||
Prepay excess cash flow, threshold | 0.50 | ||
Secured Debt | Swedish Credit Facility | |||
Debt Instrument [Line Items] | |||
Bank line of credit, net availability | $ 4,600,000 | ||
Interest rate | 2.95% | ||
Long-term debt | $ 0 | ||
Secured Debt | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Credit outstanding | 1,500,000 | ||
Secured Debt | Term Credit Agreement | |||
Debt Instrument [Line Items] | |||
Credit outstanding | $ 156,000,000 | ||
Interest rate | 11.40% | ||
Minimum business days from filing | 5 days | ||
Secured Debt | Term Credit Agreement | Variable Rate Component One | |||
Debt Instrument [Line Items] | |||
Leverage ratio | 2 | ||
Secured Debt | Term Credit Agreement | Variable Rate Component Two | |||
Debt Instrument [Line Items] | |||
Prepay excess cash flow, threshold | 0.25 | ||
Leverage ratio | 1.50 | ||
Secured Debt | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | 3,000 | |
Secured Debt | Revolving Credit Facility | Asset-Based Lending Credit Agreement | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Collateral, Percentage Of Equity Interest Issued By Certain Foreign Subsidiaries | 65% | ||
Secured Debt | Revolving Credit Facility | Asset-Based Lending Credit Agreement | Minimum | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | ||
Secured Debt | Revolving Credit Facility | Asset-Based Lending Credit Agreement | Maximum | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | ||
Secured Debt | Revolving Credit Facility | Asset-Based Lending Credit Agreement | Fed Funds Effective Rate Overnight Index Swap Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percentage) | 0.50% | ||
Secured Debt | Revolving Credit Facility | Asset-Based Lending Credit Agreement | Secured Overnight Financing Rate (SOFR) | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percentage) | 0.10% | ||
Secured Debt | Revolving Credit Facility | Asset-Based Lending Credit Agreement | Risk Free Interest Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percentage) | 0.10% | ||
Secured Debt | Revolving Credit Facility | Asset-Based Lending Credit Agreement | Daily Simple Risk Free Rate For Sterling | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percentage) | 0.0326% | ||
Secured Debt | Revolving Credit Facility | Asset-Based Lending Credit Agreement | Secured Overnight Financing Rate (SOFR) Adjusted For Required Bank Reserves | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percentage) | 1% | ||
Secured Debt | Asset-Based Credit Agreement | |||
Debt Instrument [Line Items] | |||
Credit outstanding | $ 0 | ||
Long-term debt | 0 | 1,885,000 | |
Secured Debt | Term Loan | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 156,007,000 | $ 154,570,000 | |
Secured Debt | Term Loan | Term Credit Agreement | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 100% | ||
Debt Instrument, Collateral, Percentage Of Equity Interest Issued By Certain Foreign Subsidiaries | 65% | ||
Secured Debt | Term Loan | Term Credit Agreement | London Interbank Offered Rate (LIBOR) 1 | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percentage) | 6.25% | ||
Secured Debt | Term Loan | Term Credit Agreement | Base Rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate (percentage) | 5.25% | ||
Swingline Loan Sublimit | Parent Company | Asset-Based Lending Credit Agreement | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 11,500,000 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation | $ 63.6 |
Purchase obligation, remainder of 2023 | 5.2 |
Purchase obligation, 2024 | 21.4 |
Purchase obligation, 2025 | 19.3 |
Purchase obligation, 2026 | 13 |
Purchase obligation, 2027 | $ 4.7 |
Fair Value Measurements - Carbo
Fair Value Measurements - CarbonFree (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | |||||
Balance at beginning of period | $ 14,286 | $ 14,286 | |||
Change in fair value of embedded option | $ 6,435 | $ 1,037 | 6,649 | $ 3,448 | |
Other comprehensive income (loss) | 207 | 121 | $ 0 | 328 | 0 |
Balance at end of period | 16,718 | 16,718 | |||
(Level 3) | CarbonFree | |||||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | |||||
Balance at beginning of period | 6,139 | 6,139 | |||
Balance at end of period | $ 6,269 | 6,269 | |||
CarbonFree | |||||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | |||||
Balance at beginning of period | $ 5,000 | ||||
Change in fair value of embedded option | (198) | ||||
CarbonFree | Unrealized Gain (Loss) on Investment | |||||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | |||||
Other comprehensive income (loss) | $ 121 | $ 328 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivatives, Fair Value [Line Items] | ||||||
Investments | $ 16,718 | $ 16,718 | $ 14,286 | |||
Impairment and other charges | $ 777 | $ 2,262 | $ 777 | $ 2,262 | ||
CSI Compressco | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Ownership percentage | 3.70% | 3.70% | ||||
CarbonFree | ||||||
Derivatives, Fair Value [Line Items] | ||||||
Investments | $ 5,000 |
Fair Value Measurements - Marke
Fair Value Measurements - Market Risks and Derivative Hedge Contracts (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Investments | $ 16,718 | $ 14,286 |
CSI Compressco | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 6,599 | 6,967 |
CarbonFree | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 6,269 | 6,139 |
Standard Lithium | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 3,600 | 1,180 |
Other Investments | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 250 | |
(Level 1) | CSI Compressco | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 6,599 | 6,967 |
(Level 1) | CarbonFree | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 0 | 0 |
(Level 1) | Standard Lithium | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 3,600 | 1,180 |
(Level 1) | Other Investments | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 0 | |
(Level 2) | CSI Compressco | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 0 | 0 |
(Level 2) | CarbonFree | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 0 | 0 |
(Level 2) | Standard Lithium | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 0 | 0 |
(Level 2) | Other Investments | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 0 | |
(Level 3) | CSI Compressco | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 0 | 0 |
(Level 3) | CarbonFree | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 6,269 | 6,139 |
(Level 3) | Standard Lithium | ||
Derivatives, Fair Value [Line Items] | ||
Investments | 0 | $ 0 |
(Level 3) | Other Investments | ||
Derivatives, Fair Value [Line Items] | ||
Investments | $ 250 |
Net Income per Share - Reconcil
Net Income per Share - Reconciliation of the Weighted Average Number of Common Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||
Number of weighted average common shares outstanding ( in shares) | 129,460 | 127,992 | 129,201 | 127,627 |
Assumed exercise of equity awards and warrants (in shares) | 465 | 2,107 | 752 | 2,027 |
Average diluted shares outstanding (in shares) | 129,925 | 130,099 | 129,953 | 129,654 |
Industry Segments - Additional
Industry Segments - Additional Details (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
Industry Segments - Revenue, In
Industry Segments - Revenue, Income from Operations, and Assets by Reporting Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Industry Segments Details [Line Items] | ||||
Revenues from external customers | $ 175,463 | $ 140,716 | $ 321,672 | $ 270,753 |
Income before taxes and discontinued operations | 21,080 | 1,280 | 28,614 | 10,214 |
Completion Fluids & Products Division | ||||
Industry Segments Details [Line Items] | ||||
Revenues from external customers | 98,222 | 74,798 | 167,264 | 147,992 |
Income before taxes and discontinued operations | 31,956 | 15,261 | 50,398 | 34,553 |
Water & Flowback Services Division | ||||
Industry Segments Details [Line Items] | ||||
Revenues from external customers | 77,241 | 65,918 | 154,408 | 122,761 |
Income before taxes and discontinued operations | 8,014 | 1,644 | 14,394 | 4,326 |
Interdivision Eliminations | ||||
Industry Segments Details [Line Items] | ||||
Income before taxes and discontinued operations | 0 | 3 | 0 | 6 |
Corporate Overhead | ||||
Industry Segments Details [Line Items] | ||||
Income before taxes and discontinued operations | (18,890) | (15,628) | (36,178) | (28,671) |
Product sales | ||||
Industry Segments Details [Line Items] | ||||
Revenues from external customers | 96,217 | 70,301 | 161,752 | 140,356 |
Product sales | Completion Fluids & Products Division | ||||
Industry Segments Details [Line Items] | ||||
Revenues from external customers | 94,368 | 70,227 | 159,883 | 140,115 |
Product sales | Water & Flowback Services Division | ||||
Industry Segments Details [Line Items] | ||||
Revenues from external customers | 1,849 | 74 | 1,869 | 241 |
Services | ||||
Industry Segments Details [Line Items] | ||||
Revenues from external customers | 79,246 | 70,415 | 159,920 | 130,397 |
Services | Completion Fluids & Products Division | ||||
Industry Segments Details [Line Items] | ||||
Revenues from external customers | 3,854 | 4,571 | 7,381 | 7,877 |
Services | Water & Flowback Services Division | ||||
Industry Segments Details [Line Items] | ||||
Revenues from external customers | $ 75,392 | $ 65,844 | $ 152,539 | $ 122,520 |
Industry Segments - Corporate E
Industry Segments - Corporate Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
General and administrative expense | $ 26,225 | $ 23,620 | $ 49,416 | $ 44,263 |
Depreciation, amortization, and accretion | 8,457 | 7,748 | 17,127 | 15,427 |
Impairment and other charges | 777 | 2,262 | 777 | 2,262 |
Interest expense, net | 5,944 | 3,610 | 11,036 | 6,934 |
Other general corporate (income) expense, net | (6,435) | (1,037) | (6,649) | (3,448) |
Total | (18,205) | (1,759) | (24,250) | (9,493) |
Corporate Overhead | ||||
Segment Reporting Information [Line Items] | ||||
General and administrative expense | 12,594 | 11,542 | 23,654 | 21,888 |
Depreciation, amortization, and accretion | 92 | 172 | 202 | 363 |
Impairment and other charges | 777 | 0 | 777 | 0 |
Interest expense, net | 5,813 | 3,894 | 11,273 | 7,541 |
Other general corporate (income) expense, net | (386) | 20 | 272 | (1,121) |
Total | $ 18,890 | $ 15,628 | $ 36,178 | $ 28,671 |