Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 26, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 | 131,138,795 | |
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 | 2024 | |
Document Fiscal Period Focus | Q1 | |
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 | |
Security Exchange Name | NYSE | |
No Trading Symbol Flag | true |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues from external customers | $ 150,972 | $ 146,209 |
Cost of Goods and Services Sold [Abstract] | ||
Depreciation, amortization, and accretion | 8,756 | 8,670 |
Insurance recoveries associated with damaged equipment | 0 | 2,850 |
Total cost of revenues | 119,870 | 109,886 |
Gross profit | 31,102 | 36,323 |
Exploration and pre-development costs | 0 | 720 |
General and administrative expense | 22,298 | 23,191 |
Interest expense, net | 5,952 | 5,092 |
Loss on debt extinguishment | 5,535 | 0 |
Other income, net | (3,978) | (214) |
Income before taxes and discontinued operations | 1,295 | 7,534 |
Provision for income taxes | 380 | 1,489 |
Income before discontinued operations | 915 | 6,045 |
Loss from discontinued operations, net of taxes | 0 | (12) |
Net income | 915 | 6,033 |
Loss attributable to noncontrolling interests | 0 | 7 |
Net income attributable to TETRA stockholders | $ 915 | $ 6,040 |
Basic net income per common share: | ||
Income from continuing operations | $ 0.01 | $ 0.05 |
Income from discontinued operations | 0 | 0 |
Net income attributable to TETRA stockholders | $ 0.01 | $ 0.05 |
Weighted average basic shares outstanding (in shares) | 130,453 | 128,940 |
Diluted net income per common share: | ||
Income from continuing operations (in dollars per share) | $ 0.01 | $ 0.05 |
Income from discontinued operations (in dollars per share) | 0 | 0 |
Net income attributable to TETRA stockholders (in dollars per share) | $ 0.01 | $ 0.05 |
Weighted average diluted shares outstanding (in shares) | 132,123 | 129,975 |
Product sales | ||
Revenues from external customers | $ 73,337 | $ 65,535 |
Cost of Goods and Services Sold [Abstract] | ||
Cost of product sales | 45,406 | 42,395 |
Services | ||
Revenues from external customers | 77,635 | 80,674 |
Cost of Goods and Services Sold [Abstract] | ||
Cost of product sales | $ 65,708 | $ 61,671 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 915 | $ 6,033 |
Foreign currency translation adjustment from continuing operations, net of taxes of $0 in 2024 and 2023 | (1,634) | 1,421 |
Unrealized gain on investment in CarbonFree | 237 | 121 |
Comprehensive income (loss) | (482) | 7,575 |
Less: Comprehensive loss attributable to noncontrolling interests | 0 | 7 |
Comprehensive income (loss) attributable to TETRA stockholders | $ (482) | $ 7,582 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustment, tax | $ 0 | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 35,939 | $ 52,485 |
Trade accounts receivable, net of allowances of $462 in 2024 and $614 in 2023 | 132,429 | 111,798 |
Inventories | 94,285 | 96,536 |
Prepaid expenses and other current assets | 24,911 | 21,196 |
Total current assets | 287,564 | 282,015 |
Property, plant, and equipment: | ||
Land and building | 23,800 | 23,173 |
Machinery and equipment | 311,609 | 304,884 |
Automobiles and trucks | 10,201 | 10,148 |
Chemical plants | 66,491 | 67,114 |
Construction in progress | 11,126 | 10,323 |
Total property, plant, and equipment | 423,227 | 415,642 |
Less accumulated depreciation | (309,858) | (307,926) |
Net property, plant, and equipment | 113,369 | 107,716 |
Other assets: | ||
Patents, trademarks and other intangible assets, net of accumulated amortization of $52,427 in 2024 and $51,509 in 2023 | 28,073 | 29,132 |
Operating lease right-of-use assets | 30,964 | 31,915 |
Investments | 20,386 | 17,354 |
Other assets | 10,969 | 10,829 |
Total other assets | 90,392 | 89,230 |
Total assets | 491,325 | 478,961 |
Current liabilities: | ||
Trade accounts payable | 47,491 | 52,290 |
Compensation and employee benefits | 19,232 | 26,918 |
Operating lease liabilities, current portion | 8,731 | 9,101 |
Accrued taxes | 13,192 | 10,350 |
Accrued liabilities and other | 29,280 | 27,303 |
Total current liabilities | 117,926 | 125,962 |
Long-term debt, net | 179,394 | 157,505 |
Operating lease liabilities | 26,738 | 27,538 |
Asset retirement obligations | 14,645 | 14,199 |
Deferred income taxes | 2,176 | 2,279 |
Other liabilities | 4,299 | 4,144 |
Total long-term liabilities | 227,252 | 205,665 |
Commitments and contingencies (Note 7) | ||
Equity: | ||
Common stock, par value 0.01 per share; 250,000,000 shares authorized at March 31, 2024 and December 31, 2023; 134,274,837 shares issued at March 31, 2024 and 133,217,848 shares issued at December 31, 2023 | 1,343 | 1,332 |
Additional paid-in capital | 488,440 | 489,156 |
Treasury stock, at cost; 3,138,675 shares held at March 31, 2024 and December 31, 2023 | (19,957) | (19,957) |
Accumulated other comprehensive loss | (46,628) | (45,231) |
Retained deficit | (275,794) | (276,709) |
Total TETRA stockholders’ equity | 147,404 | 148,591 |
Noncontrolling interests | (1,257) | (1,257) |
Total equity | 146,147 | 147,334 |
Total liabilities and equity | $ 491,325 | $ 478,961 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowances for doubtful accounts | $ 462 | $ 614 |
Patents, trademarks, and other intangible assets, accumulated amortization | $ 52,427 | $ 51,509 |
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 | 134,274,837 | 133,217,848 |
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, 2022 | $ 106,397 | $ 1,318 | $ 477,820 | $ (19,957) | $ (48,991) | $ (72) | $ (302,493) | $ (1,228) |
Net income (loss), retained deficit | 6,040 | 6,040 | ||||||
Net income (loss) | 6,033 | (7) | ||||||
Translation adjustment, net of taxes | 1,421 | 1,421 | ||||||
Unrealized gain | 121 | 121 | ||||||
Comprehensive income | 7,575 | |||||||
Equity-based compensation | 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, 2023 | 147,334 | 1,332 | 489,156 | (19,957) | (45,886) | 655 | (276,709) | (1,257) |
Net income (loss), retained deficit | 915 | 915 | ||||||
Net income (loss) | 915 | 0 | ||||||
Translation adjustment, net of taxes | (1,634) | |||||||
Unrealized gain | 237 | 237 | ||||||
Comprehensive income | (482) | |||||||
Equity-based compensation | 1,623 | 1,623 | ||||||
Other | (2,328) | 11 | (2,339) | |||||
Balance at end of period at Mar. 31, 2024 | $ 146,147 | $ 1,343 | $ 488,440 | $ (19,957) | $ (47,520) | $ 892 | $ (275,794) | $ (1,257) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net income | $ 915 | $ 6,033 |
Reconciliation of net income to net cash provided by operating activities: | ||
Depreciation, amortization, and accretion | 8,755 | 8,670 |
(Gain) loss on investments | (2,795) | 505 |
Equity-based compensation expense | 1,623 | 1,276 |
Recovery of credit losses | (115) | (21) |
Amortization and expense of financing costs | 380 | 884 |
Expense unamortized finance costs | 5,535 | 0 |
Insurance recoveries associated with damaged equipment | 0 | (2,850) |
Gain on sale of assets | (29) | (170) |
Other non-cash credits | (553) | (100) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (19,605) | 12,626 |
Inventories | 1,542 | (11,313) |
Prepaid expenses and other current assets | (3,918) | 4,496 |
Trade accounts payable and accrued expenses | (5,577) | (11,179) |
Other | 26 | 128 |
Net cash provided by (used in) operating activities | (13,816) | 8,985 |
Investing activities: | ||
Purchases of property, plant, and equipment, net | (15,827) | (12,784) |
Proceeds from sale of property, plant, and equipment | 251 | 289 |
Proceeds from insurance recoveries associated with damaged equipment | 0 | 2,850 |
Other investing activities | (172) | (1,552) |
Net cash used in investing activities | (15,748) | (11,197) |
Financing activities: | ||
Proceeds from credit agreements and long-term debt | 184,456 | 52,756 |
Principal payments on credit agreements and long-term debt | (163,215) | (47,362) |
Payments on financing lease obligations | (277) | (258) |
Shares withheld for taxes on equity-based compensation | (2,339) | 0 |
Debt issuance costs and other financing activities | (5,277) | 0 |
Net cash provided by financing activities | 13,348 | 5,136 |
Effect of exchange rate changes on cash | (330) | 167 |
Increase (decrease) in cash and cash equivalents | (16,546) | 3,091 |
Cash and cash equivalents at beginning of period | 52,485 | 13,592 |
Cash and cash equivalents at beginning of period | $ 35,939 | $ 16,683 |
Consolidated Statement of Equ_2
Consolidated Statement of Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Translation adjustment, tax | $ 0 | $ 0 |
Equity-based compensation | 2,300 | |
Unrealized gain | $ 237 | $ 121 |
Organization, Basis of Presenta
Organization, Basis of Presentation, and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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 with operations on six continents focused on developing environmentally conscious services and solutions that help make people's lives better. In addition to providing products and services to the oil and gas industry and calcium chloride for diverse applications, TETRA is expanding into the low-carbon energy market with chemistry expertise, key mineral acreage, and global infrastructure, helping to meet the demand for sustainable energy in the twenty-first century. We were incorporated in Delaware in 1981. Our products and services are delivered through two reporting segments – Completion Fluids & Products Division and Water & Flowback Services Division. Our Completion Fluids & Products Division manufactures and markets clear brine fluids (“CBFs”), additives, and associated products and services to the oil and gas industry for use in well drilling, completion, and workover operations in the United States and in certain countries in Latin America, Europe, Asia, the Middle East, and Africa. The Division also markets liquid and dry calcium chloride products manufactured at its production facilities or purchased from third-party suppliers to a variety of markets outside the energy industry. Calcium chloride is used in the oil and gas industry, and also has broad industrial applications to the agricultural, road, food and beverage, and lithium production markets. Our Completion Fluids & Products Division also markets TETRA PureFlow, an ultra-pure zinc bromide, as well as TETRA PureFlow Plus, an ultra-pure zinc bromide/zinc chloride blend, to battery technology companies. Our Water & Flowback Services Division provides onshore oil and gas operators with comprehensive water management services. The Division also provides frac flowback, production well testing, and other associated services in many of the major oil and gas producing regions in the United States, as well as in oil and gas basins in certain countries in Latin America, Europe, and the Middle East. Unless the context requires otherwise, when we refer to “we,” “us,” and “our,” we are describing TETRA Technologies, Inc. and its subsidiaries on a consolidated basis. Presentation Our unaudited consolidated financial statements include the accounts of our wholly owned or controlled subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The information furnished reflects all normal recurring adjustments, which are, in the opinion of management, necessary to provide a fair statement of the results for the interim periods. Operating results for the period ended March 31, 2024 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2024. 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, 2023 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2024 (the “ 202 3 Annual Report ”). Significant Accounting Policies Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2023 included in our 2023 Annual Report . There have been no significant changes in our accounting policies or the application thereof during the first quarter of 2024. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, and impairments during the reporting period. Actual results could differ from those estimates, and such differences could be material. Mineral Resources Arrangement We have rights to the brine underlying our approximately 40,000 gross acres of brine leases in the Smackover Formation in Southwest Arkansas, including rights to the bromine and lithium contained in the brine. In June 2023, we entered into a memorandum of understanding (“MOU”) with Saltwerx LLC (“Saltwerx”), an indirect wholly owned subsidiary of ExxonMobil Corporation, relating to a newly formed Brine Unit and potential bromine and lithium production from brine produced from the unit. We completed an initial preliminary economic assessment in early 2023 for a bromine extraction plant. On January 8, 2024, we announced the completion of a technical resources report for our Brine Unit in Arkansas. During the three months ended March 31, 2024, we capitalized approximately $4.0 million of costs associated with the development of our properties in Arkansas. We recognized $0.7 million of expense during the three months ended March 31, 2023 for exploration and pre-development costs representing expenditures incurred to evaluate potential future development of our lithium and bromine properties in Arkansas. 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) losses are included in other (income) expense, net and totaled $(0.2) million and $0.2 million during the three months ended March 31, 2024 and March 31, 2023, 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 7 - “Fair Value Measurements” for further discussion. Fair value measurements are also utilized on a nonrecurring basis in certain circumstances, including the impairment of long-lived assets (a Level 3 fair value measurement). Supplemental Cash Flow Information Supplemental cash flow information is as follows: Three Months Ended 2024 2023 (in thousands) Interest paid $ 5,406 $ 4,513 Income taxes paid $ 433 $ 1,358 March 31, 2024 December 31, 2023 (in thousands) Accrued capital expenditures $ 3,908 $ 5,171 New Accounting Pronouncements Standards not yet adopted In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segments disclosures in annual and interim financial statements, primarily through expanded disclosures of significant segment expenses. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim reporting periods beginning after December 15, 2024, with early adoption permitted. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The new standard requires companies to disclose specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the expected impact of these standards but does not expect them to have a significant impact on its consolidated financial statements upon adoption as the standards expand disclosures only. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2024 | |
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 $25.4 million and $30.6 million as of March 31, 2024 and December 31, 2023, respectively. Contract assets, along with billed trade accounts receivable, are included in trade accounts receivable in our consolidated balance sheets. Unearned income includes amounts in which the Company was contractually allowed to invoice prior to satisfying the associated performance obligations. Unearned income balances were $5.8 million and $3.1 million as of March 31, 2024 and December 31, 2023, respectively, and vary based on the timing of invoicing and performance obligations being met. Unearned income is included in accrued liabilities and other in our consolidated balance sheets. We recognized approximately $0.1 million and $0.7 million of revenue during the three months ended March 31, 2024 and March 31, 2023, respectively, deferred in unearned income as of the beginning of the period. During the three months ended March 31, 2024 and March 31, 2023, contract costs were not significant. We disaggregate revenue from contracts with customers into Product Sales and Services within each segment, as noted in our two reportable segments in Note 9 - “Industry Segments.” In addition, we disaggregate revenue from contracts with customers by geography based on the following table below. Three Months Ended 2024 2023 (in thousands) Completion Fluids & Products United States $ 41,437 $ 32,824 International 35,845 36,218 77,282 69,042 Water & Flowback Services United States 64,711 68,338 International 8,979 8,829 73,690 77,167 Total Revenue United States 106,148 101,162 International 44,824 45,047 $ 150,972 $ 146,209 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Components of inventories as of March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 (in thousands) Finished goods $ 81,138 $ 79,769 Raw materials 4,280 8,329 Parts and supplies 7,012 6,868 Work in progress 1,855 1,570 Total inventories $ 94,285 $ 96,536 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2024 | |
Investments in and Advances to Affiliates [Abstract] | |
Investments | INVESTMENTS Our investments as of March 31, 2024 and December 31, 2023 consist of the following: March 31, 2024 December 31, 2023 (in thousands) Investment in CSI Compressco $ 12,204 $ 8,538 Investment in CarbonFree 6,888 6,850 Investment in Standard Lithium 944 1,616 Other investments 350 350 Total Investments $ 20,386 $ 17,354 Following the January 2021 sale of the general partner of CSI Compressco LP (“CSI Compressco”), we owned approximately 3.7% of the outstanding CSI Compressco common units (NASDAQ: CCLP) as of March 31, 2024. CSI Compressco was acquired by Kodiak Gas Services, Inc. (NYSE: KGS) (“Kodiak”) on April 1, 2024. See Note 10 - “Subsequent Events” for further information. CarbonFree Chemicals Holdings LLC (“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. During the three month period ended March 31, 2024, the convertible note agreement was amended and, in connection with that amendment, note holders agreed to defer their right to electively convert the convertible notes to common units of CarbonFree (“CarbonFree Units”) for two years. In exchange for the amendment, we received CarbonFree Units representing less than 1% of the CarbonFree Units outstanding as of March 31, 2024. The CarbonFree Units are not publicly traded and may not be offered, sold, transferred or pledged until such common units are registered pursuant to an effective registration statement or pursuant to an exemption from registration. Our exposure to potential losses by CarbonFree is limited to our investment, including capitalized and accrued interest associated with the CarbonFree convertible note and CarbonFree Units. We are party to agreements whereby Standard Lithium Ltd. (NYSE: SLI) (“Standard Lithium”) has the rights to produce and extract lithium in a portion of our Arkansas leases. The Company received stock of Standard Lithium under the terms of its arrangements. See Note 7 - “Fair Value Measurements” for further information. |
Long-Term Debt and Other Borrow
Long-Term Debt and Other Borrowings | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | LONG-TERM DEBT AND OTHER BORROWINGS Consolidated long-term debt as of March 31, 2024 and December 31, 2023 consists of the following: Scheduled Maturity March 31, 2024 December 31, 2023 (in thousands) Term Credit Agreement (1) January 12, 2030 $ 179,394 $ 157,505 Total long-term debt $ 179,394 $ 157,505 (1) Net of unamortized discount of $5.5 million and $2.2 million as of March 31, 2024 and December 31, 2023, respectively, and net of unamortized deferred financing costs of $5.1 million and $3.3 million as of March 31, 2024 and December 31, 2023, respectively. Term Credit Agreement On January 12, 2024, the Company entered into a definitive agreement for a $265.0 million credit facility, consisting of a $190.0 million funded term loan and a $75.0 million delayed-draw term loan (collectively the “Term Credit Agreement”) that refinanced the Company’s prior credit facility outstanding as of December 31, 2023 and provided capital to advance the Company’s Arkansas bromine processing project. Pricing on the Term Credit Agreement is the secured overnight financing rate plus 5.75%. The Company is required to pay a commitment fee on the unutilized commitments with respect to the delayed-draw term loan at the rate of 1.5% per annum. The interest rate per annum on borrowings under the Term Credit Agreement is 11.17% as of March 31, 2024 and the maturity date of the Term Credit Agreement is January 12, 2030. The Company used the net proceeds to repay in full the balance of its prior credit facility, with approximately $15.2 million of additional cash, net of discounts and transaction expenses. As a result of termination of the prior credit facility, a loss of $5.5 million was recognized during the three-month period ended March 31, 2024 primarily for unamortized deferred financing costs. The Term Credit Agreement contains certain affirmative and negative covenants, including covenants that restrict the ability of the Company and certain of its subsidiaries to take certain actions including, among other things and subject to certain significant exceptions, the incurrence of debt, the granting of liens, engaging in mergers and other fundamental changes, the making of investments, entering into transactions with affiliates, the payment of dividends and other restricted payments, the prepayment of other indebtedness and the sale of assets. The Term Credit Agreement also requires the Company to maintain a Leverage Ratio (as defined in the new term loan credit agreement) of not more than 4.0 to 1.0 as of the end of each fiscal quarter and Liquidity (as defined in the Term Credit Agreement) of not less than $50.0 million at all times. All obligations under the Term Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest on substantially all of the property of the Company and its domestic subsidiaries, subject to the lien priorities set forth in the intercreditor agreement with the agent under our ABL Credit Agreement. Our Term Credit Agreement requires us to offer to prepay a percentage of Excess Cash Flow (as defined in the Term Credit Agreement) within five business days of filing our Annual Report beginning with the financial statements for the year ending December 31, 2024. The Term Credit Agreement includes customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross-default to other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of security interests or invalidity of loan documents, certain ERISA events, unsatisfied or unstayed judgments and change of control. ABL Credit Agreement As of March 31, 2024, 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 March 31, 2024, we had no balance outstanding and $0.5 million in letters of credit and guarantees under our ABL Credit Agreement. Deferred financing costs of $0.5 million and $0.6 million as of March 31, 2024 and December 31, 2023, respectively, were classified as other long-term assets on the accompanying consolidated balance sheet as there was no outstanding balance on our ABL Credit Agreement. Subject to compliance with the covenants, borrowing base, and other provisions of the ABL Credit Agreement that may limit borrowings, we had availability of $79.5 million under this agreement. Borrowings under the ABL Credit Agreement bear interest at a rate per annum equal to, at the option of TETRA, either (i) the standard overnight financing rate plus 0.10%, (ii) a base rate plus a margin based on a fixed charge coverage ratio, (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) the standard overnight financing rate (adjusted to reflect any required bank reserves) for a one-month period on such day plus 1.0% per annum. Borrowings outstanding have an applicable margin ranging from 1.75% to 2.25% per annum for LIBOR-based loans and 0.75% to 1.25% per annum for base-rate loans, based upon the applicable fixed charge coverage ratio. As of March 31, 2024, the interest rate per annum on borrowings under the ABL Credit Agreement is 8.75%. 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 loans and fronting fees. All obligations under the ABL Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest for the benefit of the ABL Lenders on substantially all of the personal property of TETRA and certain subsidiaries of TETRA, the equity interests in certain domestic subsidiaries, and a maximum of 65% of the equity interests in certain foreign subsidiaries. Swedish Credit Facility In January 2022, the Company entered into a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden (“Swedish Credit Facility”). As of March 31, 2024, we had no balance outstanding and availability of approximately $4.7 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, 2024 and the Company intends to renew it annually. Finland Credit Agreement In January 2022, the Company also entered into an agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”). As of March 31, 2024, there were $1.5 million of letters of credit outstanding against the Finland Credit Agreement. The Finland Credit Agreement expires on January 31, 2025 and the Company intends to renew it annually. Covenants Our credit agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments. As of March 31, 2024, we are in compliance with all covenants under the credit agreements. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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. There have been no material developments in our legal proceedings during the quarter ended March 31, 2024. For additional discussion of our legal proceedings, please see our 202 3 Annual Report . Also see Note 10 - “Subsequent Events” for information related to a putative class action complaint that was filed on April 25, 2024. 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. Product Purchase Obligations |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024. CSI Compressco was acquired by Kodiak on April 1, 2024. See Note 10 - “Subsequent Event” for further information. In December 2021, we invested in a $5.0 million convertible note issued by CarbonFree. In addition, we receive stock of Standard Lithium under the terms of our arrangements as noted in Note 4 - “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 was 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 and common units 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, and common units are included in other comprehensive income (loss) in our consolidated statements of comprehensive income. The change in our investments for the three-month periods ended March 31, 2024 and 2023 are as follows: Three Months Ended March 31, 2024 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Unobservable Inputs (Level 1) (Level 3) Total (in thousands) Investment balance at beginning of period $ 10,154 $ 7,200 $ 17,354 Unrealized gain on equity securities 2,994 — 2,994 Unrealized loss on embedded option — (199) (199) Unrealized gain on convertible note, excluding embedded option — 237 237 Investment balance at end of period $ 13,148 $ 7,238 $ 20,386 Three Months Ended March 31, 2023 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Unobservable Inputs (Level 1) (Level 3) Total (in thousands) Investment balance at beginning of period $ 8,147 $ 6,139 $ 14,286 Unrealized loss on equity securities (184) — (184) Unrealized loss on embedded option — (321) (321) Unrealized gain on convertible note, excluding embedded option — 121 121 Investment balance at end of period $ 7,963 $ 5,939 $ 13,902 Recurring fair value measurements by valuation hierarchy as of March 31, 2024 and December 31, 2023 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 March 31, 2024 (Level 1) (Level 2) (Level 3) (in thousands) Investment in CSI Compressco $ 12,204 $ 12,204 $ — $ — Investment in CarbonFree 6,888 — — 6,888 Investment in Standard Lithium 944 944 — — Other investments 350 — — 350 Total investments $ 20,386 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, 2023 (Level 1) (Level 2) (Level 3) (in thousands) Investment in CSI Compressco $ 8,538 $ 8,538 $ — $ — Investment in CarbonFree 6,850 — — 6,850 Investment in Standard Lithium 1,616 1,616 — — Other investments 350 — — 350 Investments $ 17,354 Other The fair values of cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, short-term borrowings and long-term debt approximate their carrying amounts. See Note 5 - “Long-Term Debt and Other Borrowings” for further discussion. |
Net Income per Share
Net Income per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Income 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 2024 2023 (in thousands) Number of weighted average common shares outstanding 130,453 128,940 Assumed vesting of equity awards 1,670 1,035 Average diluted shares outstanding 132,123 129,975 |
Industry Segments
Industry Segments | 3 Months Ended |
Mar. 31, 2024 | |
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 2024 2023 (in thousands) Revenues from external customers Product sales Completion Fluids & Products Division $ 72,753 $ 65,515 Water & Flowback Services Division 584 20 Consolidated $ 73,337 $ 65,535 Services Completion Fluids & Products Division $ 4,529 $ 3,527 Water & Flowback Services Division 73,106 77,147 Consolidated $ 77,635 $ 80,674 Total revenues Completion Fluids & Products Division $ 77,282 $ 69,042 Water & Flowback Services Division 73,690 77,167 Consolidated $ 150,972 $ 146,209 Income (loss) before taxes and discontinued operations Completion Fluids & Products Division $ 19,792 $ 18,442 Water & Flowback Services Division 721 6,378 Corporate Overhead (1) (19,218) (17,286) Consolidated $ 1,295 $ 7,534 (1) Amounts reflected include the following general corporate expenses: Three Months Ended 2024 2023 (in thousands) General and administrative expense $ 11,102 $ 11,059 Depreciation and amortization 81 109 Interest expense 6,145 5,460 Loss on debt extinguishment 5,535 — Other general corporate (income) expense, net (3,645) 658 Total $ 19,218 $ 17,286 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the transaction and event described below. On April 1, 2024, Kodiak completed its acquisition of CSI Compressco. In exchange for our 5.2 million CSI Compressco common units, we received approximately 450,000 shares of Kodiak common stock. On April 25, 2024, a purported stockholder of the Company filed a putative class action complaint in the Delaware Court of Chancery naming as defendants all current members of the Board, the Company and the Rights Agent. The litigation is captioned Webb, et al. v. Murphy, et al., C.A. No. 2024-0445 (Del. Ch.). The plaintiff alleges that the Board breached their fiduciary duties by adopting and maintaining the Company’s Tax Benefits Preservation Plan (the “Tax Plan”). The plaintiff seeks, among other relief, to enjoin the Tax Plan. We believe that the plaintiff’s claims lack merit. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income (loss), retained deficit | $ 915 | $ 6,040 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization, Basis of Presen_2
Organization, Basis of Presentation, and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2024. 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, 2023 and notes thereto included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2024 (the “ 202 3 Annual Report ”). |
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. |
Mineral Resources Arrangement | Mineral Resources Arrangement We have rights to the brine underlying our approximately 40,000 gross acres of brine leases in the Smackover Formation in Southwest Arkansas, including rights to the bromine and lithium contained in the brine. In June 2023, we entered into a memorandum of understanding (“MOU”) with Saltwerx LLC (“Saltwerx”), an indirect wholly owned subsidiary of ExxonMobil Corporation, relating to a newly formed Brine Unit and potential bromine and lithium production from brine produced from the unit. We completed an initial preliminary economic assessment in early 2023 for a bromine extraction plant. On January 8, 2024, we announced the completion of a technical resources report for our Brine Unit in Arkansas. During the three months ended March 31, 2024, we capitalized approximately $4.0 million of costs associated with the development of our properties in Arkansas. We recognized $0.7 million of expense during the three months ended March 31, 2023 for exploration and pre-development costs representing expenditures incurred to evaluate potential future development of our lithium and bromine properties in Arkansas. |
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) losses are included in other (income) expense, net and totaled $(0.2) million and $0.2 million during the three months ended March 31, 2024 and March 31, 2023, 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 7 - “Fair Value Measurements” for further discussion. Fair value measurements are also utilized on a nonrecurring basis in certain circumstances, including the impairment of long-lived assets (a Level 3 fair value measurement). |
New accounting pronouncements | New Accounting Pronouncements Standards not yet adopted In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segments disclosures in annual and interim financial statements, primarily through expanded disclosures of significant segment expenses. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim reporting periods beginning after December 15, 2024, with early adoption permitted. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The new standard requires companies to disclose specific categories in the income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the expected impact of these standards but does not expect them to have a significant impact on its consolidated financial statements upon adoption as the standards expand disclosures only. |
Organization, Basis of Presen_3
Organization, Basis of Presentation, and Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental cash flow information is as follows: Three Months Ended 2024 2023 (in thousands) Interest paid $ 5,406 $ 4,513 Income taxes paid $ 433 $ 1,358 March 31, 2024 December 31, 2023 (in thousands) Accrued capital expenditures $ 3,908 $ 5,171 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 2024 2023 (in thousands) Completion Fluids & Products United States $ 41,437 $ 32,824 International 35,845 36,218 77,282 69,042 Water & Flowback Services United States 64,711 68,338 International 8,979 8,829 73,690 77,167 Total Revenue United States 106,148 101,162 International 44,824 45,047 $ 150,972 $ 146,209 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Components of inventories as of March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 (in thousands) Finished goods $ 81,138 $ 79,769 Raw materials 4,280 8,329 Parts and supplies 7,012 6,868 Work in progress 1,855 1,570 Total inventories $ 94,285 $ 96,536 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments in and Advances to Affiliates [Abstract] | |
Summary of Investments | Our investments as of March 31, 2024 and December 31, 2023 consist of the following: March 31, 2024 December 31, 2023 (in thousands) Investment in CSI Compressco $ 12,204 $ 8,538 Investment in CarbonFree 6,888 6,850 Investment in Standard Lithium 944 1,616 Other investments 350 350 Total Investments $ 20,386 $ 17,354 |
Long-Term Debt and Other Borr_2
Long-Term Debt and Other Borrowings (Table) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt Table | Consolidated long-term debt as of March 31, 2024 and December 31, 2023 consists of the following: Scheduled Maturity March 31, 2024 December 31, 2023 (in thousands) Term Credit Agreement (1) January 12, 2030 $ 179,394 $ 157,505 Total long-term debt $ 179,394 $ 157,505 (1) Net of unamortized discount of $5.5 million and $2.2 million as of March 31, 2024 and December 31, 2023, respectively, and net of unamortized deferred financing costs of $5.1 million and $3.3 million as of March 31, 2024 and December 31, 2023, respectively. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | Recurring fair value measurements by valuation hierarchy as of March 31, 2024 and December 31, 2023 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 March 31, 2024 (Level 1) (Level 2) (Level 3) (in thousands) Investment in CSI Compressco $ 12,204 $ 12,204 $ — $ — Investment in CarbonFree 6,888 — — 6,888 Investment in Standard Lithium 944 944 — — Other investments 350 — — 350 Total investments $ 20,386 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, 2023 (Level 1) (Level 2) (Level 3) (in thousands) Investment in CSI Compressco $ 8,538 $ 8,538 $ — $ — Investment in CarbonFree 6,850 — — 6,850 Investment in Standard Lithium 1,616 1,616 — — Other investments 350 — — 350 Investments $ 17,354 |
Investment | The change in our investments for the three-month periods ended March 31, 2024 and 2023 are as follows: Three Months Ended March 31, 2024 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Unobservable Inputs (Level 1) (Level 3) Total (in thousands) Investment balance at beginning of period $ 10,154 $ 7,200 $ 17,354 Unrealized gain on equity securities 2,994 — 2,994 Unrealized loss on embedded option — (199) (199) Unrealized gain on convertible note, excluding embedded option — 237 237 Investment balance at end of period $ 13,148 $ 7,238 $ 20,386 Three Months Ended March 31, 2023 Fair Value Measurements Using Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Unobservable Inputs (Level 1) (Level 3) Total (in thousands) Investment balance at beginning of period $ 8,147 $ 6,139 $ 14,286 Unrealized loss on equity securities (184) — (184) Unrealized loss on embedded option — (321) (321) Unrealized gain on convertible note, excluding embedded option — 121 121 Investment balance at end of period $ 7,963 $ 5,939 $ 13,902 |
Net Income per Share (Tables)
Net Income per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 2024 2023 (in thousands) Number of weighted average common shares outstanding 130,453 128,940 Assumed vesting of equity awards 1,670 1,035 Average diluted shares outstanding 132,123 129,975 |
Industry Segments (Tables)
Industry Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting Table | Summarized financial information concerning the business segments is as follows: Three Months Ended 2024 2023 (in thousands) Revenues from external customers Product sales Completion Fluids & Products Division $ 72,753 $ 65,515 Water & Flowback Services Division 584 20 Consolidated $ 73,337 $ 65,535 Services Completion Fluids & Products Division $ 4,529 $ 3,527 Water & Flowback Services Division 73,106 77,147 Consolidated $ 77,635 $ 80,674 Total revenues Completion Fluids & Products Division $ 77,282 $ 69,042 Water & Flowback Services Division 73,690 77,167 Consolidated $ 150,972 $ 146,209 Income (loss) before taxes and discontinued operations Completion Fluids & Products Division $ 19,792 $ 18,442 Water & Flowback Services Division 721 6,378 Corporate Overhead (1) (19,218) (17,286) Consolidated $ 1,295 $ 7,534 (1) Amounts reflected include the following general corporate expenses: Three Months Ended 2024 2023 (in thousands) General and administrative expense $ 11,102 $ 11,059 Depreciation and amortization 81 109 Interest expense 6,145 5,460 Loss on debt extinguishment 5,535 — Other general corporate (income) expense, net (3,645) 658 Total $ 19,218 $ 17,286 |
Organization, Basis of Presen_4
Organization, Basis of Presentation, and Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) a segment $ / shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | |
Dividends Payable [Line Items] | |||
Number of Operating Segments | segment | 2 | ||
Foreign currency exchange (gains) and losses | $ (200) | $ 200 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |
Exploration and pre-development costs | $ 0 | $ 720 | |
Capitalized exploratory expense | $ 4,000 | ||
Gross brine lease acres | a | 40,000 | ||
Secured Debt | Asset-Based Credit Agreement | |||
Dividends Payable [Line Items] | |||
Deferred financing costs | $ 500 | $ 600 | |
Parent Company | ABL Credit Agreement | Line of Credit | |||
Dividends Payable [Line Items] | |||
Bank line of credit, letters of credit and guarantees | $ 500 |
Organization, Basis of Presen_5
Organization, Basis of Presentation, and Significant Accounting Policies - Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Interest paid | $ 5,406 | $ 4,513 | |
Income taxes paid | 433 | $ 1,358 | |
Capital Expenditures Incurred but Not yet Paid | $ 3,908 | $ 5,171 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |||
Contract with customer, asset balances | $ 25,400 | $ 30,600 | |
Deferred revenue, revenue recognized | 100 | $ 700 | |
Income recognized | $ 3,978 | $ 214 | |
Number of Reportable Segments | segment | 2 | ||
Purchase order | $ 5,800 | $ 3,100 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenues from external customers | $ 150,972 | $ 146,209 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from external customers | 106,148 | 101,162 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from external customers | 44,824 | 45,047 |
Completion Fluids & Products Division | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from external customers | 77,282 | 69,042 |
Completion Fluids & Products Division | United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from external customers | 41,437 | 32,824 |
Completion Fluids & Products Division | International | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from external customers | 35,845 | 36,218 |
Water & Flowback Services Division | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from external customers | 73,690 | 77,167 |
Water & Flowback Services Division | United States | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from external customers | 64,711 | 68,338 |
Water & Flowback Services Division | International | ||
Disaggregation of Revenue [Line Items] | ||
Revenues from external customers | $ 8,979 | $ 8,829 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 81,138 | $ 79,769 |
Raw materials | 4,280 | 8,329 |
Parts and supplies | 7,012 | 6,868 |
Work in progress | 1,855 | 1,570 |
Total inventories | $ 94,285 | $ 96,536 |
Investments in and Advances to
Investments in and Advances to Affiliates (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments in and Advances to Affiliates [Line Items] | |||||
Investments | $ 20,386 | $ 17,354 | $ 13,902 | $ 14,286 | |
Total investments | $ 20,386 | 17,354 | |||
CSI Compressco | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Ownership percentage | 3.70% | ||||
Total investments | $ 12,204 | 8,538 | |||
CarbonFree | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Investments | $ 5,000 | ||||
Ownership percentage | 1% | ||||
Total investments | $ 6,888 | 6,850 | |||
Deferred conversion period | 2 years | ||||
Standard Lithium | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Total investments | $ 944 | 1,616 | |||
Other Investments | |||||
Investments in and Advances to Affiliates [Line Items] | |||||
Investments | 350 | ||||
Total investments | $ 350 | $ 350 |
Long-Term Debt and Other Borr_3
Long-Term Debt and Other Borrowings - Schedule of Long Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 179,394 | $ 157,505 |
Term Loan | Secured Debt | ||
Debt Instrument [Line Items] | ||
Long-term debt | 179,394 | 157,505 |
Unamortized discount (premium), net | 5,500 | 2,200 |
Unamortized deferred finance costs | $ 5,100 | $ 3,300 |
Long-Term Debt and Other Borr_4
Long-Term Debt and Other Borrowings - Additional Information (Details) | 3 Months Ended | ||||
Jan. 12, 2024 USD ($) | Mar. 31, 2024 USD ($) continent | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Feb. 28, 2023 | |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 179,394,000 | $ 157,505,000 | |||
Preferred Stock, Convertible, Conversion Ratio | 0.001 | ||||
Number Of Continents Operated On | continent | 6 | ||||
Repayments of long-term debt | $ 15,200,000 | $ 163,215,000 | $ 47,362,000 | ||
Deferred Debt Issuance Cost, Writeoff | 5,500,000 | ||||
Revolving Credit Facility | Swedish Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Credit outstanding | 0 | ||||
Revolving Credit Facility | Asset-Based Lending Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Accordion feature | 20,000,000 | ||||
Parent Company | Letter of Credit | Asset-Based Lending Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 20,000,000 | ||||
Line of Credit | New Term Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 265,000,000 | ||||
Interest rate | 5.75% | ||||
Line of Credit | Revolving Credit Facility | ABL Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 80,000,000 | ||||
Line of Credit | Letter of Credit | Sub-Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 15,000,000 | ||||
Line of Credit | Funded Term Loan | New Term Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 190,000,000 | ||||
Line of Credit | Delayed-Draw Term Loan | New Term Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 75,000,000 | ||||
Line of Credit | Parent Company | ABL Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Bank line of credit, letters of credit and guarantees | 500,000 | ||||
Debt instrument, face amount | 79,500,000 | ||||
Secured Debt | Swedish Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Bank line of credit, net availability | $ 4,700,000 | ||||
Interest rate | 2.95% | ||||
Term | 30 days | ||||
Secured Debt | Letter of Credit | |||||
Debt Instrument [Line Items] | |||||
Credit outstanding | $ 1,500,000 | ||||
Secured Debt | Term Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 11.17% | ||||
Secured Debt | Revolving Credit Facility | Asset-Based Lending Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 8.75% | ||||
Secured Debt | Asset-Based Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Credit outstanding | $ 0 | ||||
Secured Debt | Term Loan | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 179,394,000 | $ 157,505,000 | |||
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 | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligation | $ 69 |
Purchase obligation, remainder of 2023 | 20.9 |
Purchase obligation, 2024 | 22.5 |
Purchase obligation, 2025 | 16 |
Purchase obligation, 2026 | 7.4 |
Purchase obligation, 2027 | $ 2.2 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Our Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Investment balance at beginning of period | $ 17,354 | $ 14,286 |
Investment balance at end of period | 20,386 | 13,902 |
Equity Securities | ||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Unrealized gain | 2,994 | (184) |
Embedded Option | ||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Unrealized gain | (199) | (321) |
Convertible Note | ||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Unrealized gain | 237 | 121 |
(Level 1) | ||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Investment balance at beginning of period | 10,154 | 8,147 |
Investment balance at end of period | 13,148 | 7,963 |
(Level 1) | Equity Securities | ||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Unrealized gain | 2,994 | (184) |
(Level 1) | Embedded Option | ||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Unrealized gain | 0 | 0 |
(Level 1) | Convertible Note | ||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Unrealized gain | 0 | 0 |
(Level 3) | ||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Investment balance at beginning of period | 7,200 | 6,139 |
Investment balance at end of period | 7,238 | 5,939 |
(Level 3) | Equity Securities | ||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Unrealized gain | 0 | 0 |
(Level 3) | Embedded Option | ||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Unrealized gain | (199) | (321) |
(Level 3) | Convertible Note | ||
Investments in and Advances to Affiliates, at Fair Value [Roll Forward] | ||
Unrealized gain | $ 237 | $ 121 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | |||||
Investments | $ 20,386 | $ 17,354 | $ 13,902 | $ 14,286 | |
CSI Compressco | |||||
Derivatives, Fair Value [Line Items] | |||||
Ownership percentage | 3.70% | ||||
CarbonFree | |||||
Derivatives, Fair Value [Line Items] | |||||
Ownership percentage | 1% | ||||
Investments | $ 5,000 |
Fair Value Measurements - Marke
Fair Value Measurements - Market Risks and Derivative Hedge Contracts (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Derivatives, Fair Value [Line Items] | ||
Total investments | $ 20,386 | $ 17,354 |
CSI Compressco | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 12,204 | 8,538 |
CarbonFree | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 6,888 | 6,850 |
Standard Lithium | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 944 | 1,616 |
Other Investments | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 350 | 350 |
(Level 1) | CSI Compressco | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 12,204 | 8,538 |
(Level 1) | CarbonFree | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 0 | 0 |
(Level 1) | Standard Lithium | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 944 | 1,616 |
(Level 1) | Other Investments | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 0 | 0 |
(Level 2) | CSI Compressco | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 0 | 0 |
(Level 2) | CarbonFree | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 0 | 0 |
(Level 2) | Standard Lithium | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 0 | 0 |
(Level 2) | Other Investments | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 0 | 0 |
(Level 3) | CSI Compressco | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 0 | 0 |
(Level 3) | CarbonFree | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 6,888 | 6,850 |
(Level 3) | Standard Lithium | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | 0 | 0 |
(Level 3) | Other Investments | ||
Derivatives, Fair Value [Line Items] | ||
Total investments | $ 350 | $ 350 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Number of weighted average common shares outstanding ( in shares) | 130,453 | 128,940 |
Assumed exercise of equity awards and warrants (in shares) | 1,670 | 1,035 |
Average diluted shares outstanding (in shares) | 132,123 | 129,975 |
Industry Segments - Additional
Industry Segments - Additional Details (Details) | 3 Months Ended |
Mar. 31, 2024 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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Industry Segments Details [Line Items] | ||
Revenues from external customers | $ 150,972 | $ 146,209 |
Income before taxes and discontinued operations | 1,295 | 7,534 |
Corporate, Non-Segment | ||
Industry Segments Details [Line Items] | ||
Income before taxes and discontinued operations | (19,218) | (17,286) |
Completion Fluids & Products Division | ||
Industry Segments Details [Line Items] | ||
Revenues from external customers | 77,282 | 69,042 |
Completion Fluids & Products Division | Operating Segments | ||
Industry Segments Details [Line Items] | ||
Revenues from external customers | 77,282 | 69,042 |
Income before taxes and discontinued operations | 19,792 | 18,442 |
Water & Flowback Services Division | ||
Industry Segments Details [Line Items] | ||
Revenues from external customers | 73,690 | 77,167 |
Water & Flowback Services Division | Operating Segments | ||
Industry Segments Details [Line Items] | ||
Revenues from external customers | 73,690 | 77,167 |
Income before taxes and discontinued operations | 721 | 6,378 |
Product sales | ||
Industry Segments Details [Line Items] | ||
Revenues from external customers | 73,337 | 65,535 |
Product sales | Completion Fluids & Products Division | Operating Segments | ||
Industry Segments Details [Line Items] | ||
Revenues from external customers | 72,753 | 65,515 |
Product sales | Water & Flowback Services Division | Operating Segments | ||
Industry Segments Details [Line Items] | ||
Revenues from external customers | 584 | 20 |
Services | ||
Industry Segments Details [Line Items] | ||
Revenues from external customers | 77,635 | 80,674 |
Services | Completion Fluids & Products Division | Operating Segments | ||
Industry Segments Details [Line Items] | ||
Revenues from external customers | 4,529 | 3,527 |
Services | Water & Flowback Services Division | Operating Segments | ||
Industry Segments Details [Line Items] | ||
Revenues from external customers | $ 73,106 | $ 77,147 |
Industry Segments - Corporate E
Industry Segments - Corporate Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
General and administrative expense | $ 22,298 | $ 23,191 |
Depreciation, amortization, and accretion | 8,756 | 8,670 |
Interest expense, net | 5,952 | 5,092 |
Loss on debt extinguishment | 5,535 | 0 |
Other general corporate (income) expense, net | (3,978) | (214) |
Total | (915) | (6,045) |
Corporate, Non-Segment | ||
Segment Reporting Information [Line Items] | ||
General and administrative expense | 11,102 | 11,059 |
Depreciation, amortization, and accretion | 81 | 109 |
Interest expense, net | 6,145 | 5,460 |
Loss on debt extinguishment | 5,535 | 0 |
Other general corporate (income) expense, net | (3,645) | 658 |
Total | $ 19,218 | $ 17,286 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event shares in Thousands | Apr. 01, 2024 shares |
CSI Compressco | |
Subsequent Event [Line Items] | |
Exchanged due to acquisition, shares (in shares) | 5,200 |
Kodiak | |
Subsequent Event [Line Items] | |
Received due to acquisition, shares (in shares) | 450 |