10-Q 1 tti-20230930.htm 10-Q tti-20230930
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
 (Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
or 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from             to            .
 
Commission File Number 1-13455
TETRA Technologies, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware74-2148293
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
  
24955 Interstate 45 North 
The Woodlands,
Texas77380
(Address of Principal Executive Offices)(Zip Code)
(281) 367-1983
(Registrant’s Telephone Number, Including Area Code)
_______________________________________________________________________
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockTTINew York Stock Exchange
Preferred Share Purchase RightN/ANew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes   No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No

 As of October 27, 2023, there were 130,079,173 shares outstanding of the Company’s Common Stock, $0.01 par value per share.



TETRA Technologies, Inc. and Subsidiaries
Table of Contents
Page
PART I—FINANCIAL INFORMATION
PART II—OTHER INFORMATION


PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
TETRA Technologies, Inc. and Subsidiaries
Consolidated Statements of Operations
(In Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Revenues:  
Product sales
$68,967$55,494$230,719 $195,850 
Services
82,49779,518242,417 209,915 
Total revenues
151,464135,012473,136 405,765 
Cost of revenues:  
Cost of product sales
41,41036,571139,678 130,916 
Cost of services
63,55260,334186,424 162,276 
Depreciation, amortization, and accretion
8,5788,63425,705 24,061 
Impairments and other charges
777 2,262 
Insurance recoveries
(2,850)(3,750)
Total cost of revenues
113,540105,539349,734 315,765 
Gross profit
37,92429,473123,402 90,000 
Exploration and pre-development costs3,7759366,836 3,500 
General and administrative expense23,83823,83373,254 68,096 
Interest expense, net5,6363,99916,672 10,933 
Other income, net(2,041)(1,410)(8,690)(4,858)
Income before taxes and discontinued operations6,7162,11535,330 12,329 
Provision for income taxes1,2482,1785,612 2,899 
Income (loss) before discontinued operations
5,468(63)29,718 9,430 
Income (loss) from discontinued operations, net of taxes
(48)319(68)270 
Net income5,42025629,650 9,700 
Loss attributable to noncontrolling interests2225 43 
Net income attributable to TETRA stockholders$5,420$278$29,675 $9,743 
Basic net income per common share: 
Income from continuing operations$0.04$0.00$0.23 $0.08 
Net income attributable to TETRA stockholders$0.04$0.00$0.23 $0.08 
Weighted average basic shares outstanding129,777128,407129,395 127,890 
Diluted net income per common share:  
Income from continuing operations$0.04$0.00$0.23 $0.08 
Net income attributable to TETRA stockholders$0.04$0.00$0.23 $0.08 
Weighted average diluted shares outstanding132,089128,407130,835 129,704 



See Notes to Consolidated Financial Statements
1

TETRA Technologies, Inc. and Subsidiaries
Consolidated Statements of Comprehensive Income
(In Thousands)
(Unaudited)
 
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Net income$5,420 $256 $29,650 $9,700 
Foreign currency translation adjustment from continuing operations, net of taxes of $0 in 2023 and 2022
(2,750)(3,873)(284)(7,095)
Unrealized gain (loss) on investment in CarbonFree
146 (306)474 (306)
Comprehensive income (loss)2,816 (3,923)29,840 2,299 
Less: Comprehensive loss attributable to noncontrolling interests 22 25 43 
Comprehensive income (loss) attributable to TETRA stockholders$2,816 $(3,901)$29,865 $2,342 


See Notes to Consolidated Financial Statements
2

TETRA Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
(In Thousands)
 
 September 30,
2023
December 31,
2022
 (Unaudited) 
ASSETS  
Current assets:  
Cash and cash equivalents
$33,826$13,592
Trade accounts receivable, net of allowances of $508 in 2023 and
$538 in 2022
122,900129,631
Inventories
92,12872,113
Prepaid expenses and other current assets
21,57523,112
Total current assets
270,429238,448
Property, plant, and equipment:  
Land and building
23,30825,723
Machinery and equipment
309,082318,693
Automobiles and trucks
10,37911,832
Chemical plants
63,91263,528
Construction in progress
4,4617,660
Total property, plant, and equipment
411,142427,436
Less accumulated depreciation
(305,063)(325,856)
Net property, plant, and equipment
106,079101,580
Other assets:  
Patents, trademarks and other intangible assets, net of accumulated amortization of $49,904 in 2023 and $46,996 in 2022
30,13232,955
Operating lease right-of-use assets
34,22733,818
Investments16,40514,286
Other assets
15,14713,279
Total other assets
95,91194,338
Total assets$472,419$434,366
 

See Notes to Consolidated Financial Statements
3

TETRA Technologies, Inc. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Share Amounts)
 
 September 30,
2023
December 31,
2022
 (Unaudited) 
LIABILITIES AND EQUITY  
Current liabilities:  
Trade accounts payable
$50,322$49,121
Current portion of long-term debt1,9113
Compensation and employee benefits31,09030,958
Operating lease liabilities, current portion8,7457,795
Accrued taxes10,7779,913
Accrued liabilities and other
23,28125,557
Current liabilities associated with discontinued operations414920
Total current liabilities
126,540124,267
Long-term debt, net156,748156,455
Operating lease liabilities28,01328,108
Asset retirement obligations14,13213,671
Deferred income taxes1,8902,038
Other liabilities3,9593,430
Total long-term liabilities
204,742203,702
Commitments and contingencies (Note 7)  
Equity:  
TETRA stockholders’ equity:  
Common stock, par value 0.01 per share; 250,000,000 shares authorized at September 30, 2023 and December 31, 2022; 133,217,848 shares issued at September 30, 2023 and 131,800,975 shares issued at December 31, 2022
1,3321,318
Additional paid-in capital
482,709477,820
Treasury stock, at cost; 3,138,675 shares held at September 30, 2023 and December 31, 2022
(19,957)(19,957)
Accumulated other comprehensive loss(48,873)(49,063)
Retained deficit
(272,818)(302,493)
Total TETRA stockholders’ equity142,393107,625
Noncontrolling interests
(1,256)(1,228)
Total equity
141,137106,397
Total liabilities and equity$472,419$434,366
 

See Notes to Consolidated Financial Statements
4

TETRA Technologies, Inc. and Subsidiaries
Consolidated Statements of Equity
(In Thousands)
(Unaudited)
Common Stock
Par Value
Additional Paid-In
Capital
Treasury
Stock
Accumulated Other 
Comprehensive Income (Loss)
Retained
Deficit
Noncontrolling
Interest
Total
Equity
Currency
Translation
Unrealized Gain (Loss) on Investment
Balance at December 31, 2022$1,318 $477,820 $(19,957)$(48,991)$(72)$(302,493)$(1,228)$106,397 
Net income (loss) for first quarter 2023— — — — — 6,040 (7)6,033 
Translation adjustment, net of taxes of $0
— — — 1,421 — — — 1,421 
Other comprehensive income— — — — 121 — — 121 
Comprehensive income7,575 
Equity-based compensation(1)
— 3,514 — — — — — 3,514 
Other7 (1,341)— — — — 1 (1,333)
Balance at March 31, 2023$1,325 $479,993 $(19,957)$(47,570)$49 $(296,453)$(1,234)$116,153 
Net income (loss) for second quarter 2023— — — — — 18,215 (18)18,197 
Translation adjustment,
net of taxes of $0
— — — 1,045 — —  1,045 
Other comprehensive income— — — — 207 — — 207 
Comprehensive income19,449 
Equity-based compensation— 1,507 — — — —  1,507 
Other2 (52)— — — — (2)(52)
Balance at June 30, 2023$1,327 $481,448 $(19,957)$(46,525)$256 $(278,238)$(1,254)$137,057 
Net income for third quarter 2023— — — — — 5,420  5,420 
Translation adjustment,
net of taxes of $0
— — — (2,750)— —  (2,750)
Other comprehensive income— — — — 146 — — 146 
Comprehensive income2,816 
Equity-based compensation— 1,396 — — — —  1,396 
Other5 (135)— — — — (2)(132)
Balance at September 30, 2023$1,332 $482,709 $(19,957)$(49,275)$402 $(272,818)$(1,256)$141,137 
(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.
5

Common Stock
Par Value
Additional Paid-In
Capital
Treasury
Stock
Accumulated Other 
Comprehensive Loss
Retained
Deficit
Noncontrolling
Interest
Total
Equity
Currency
Translation
Unrealized Gain (Loss) on Investment
Balance at December 31, 2021$1,301 $475,624 $(19,957)$(46,932)$ $(310,332)$(1,141)$98,563 
Net income (loss) for first quarter 2022— — — — — 7,720 (1)7,719 
Translation adjustment, net of taxes of $0
— — — 192 — — — 192 
Comprehensive income7,911 
Equity compensation expense— 1,104 — — — — — 1,104 
Other7 (673)— — — — (10)(676)
Balance at March 31, 2022$1,308 $476,055 $(19,957)$(46,740)$ $(302,612)$(1,152)$106,902 
Net income (loss) for second quarter 2022— — — — — 1,745 (20)1,725 
Translation adjustment, net of taxes of $0
— — — (3,414)— —  (3,414)
Comprehensive loss(1,689)
Equity compensation expense— 1,159 — — — —  1,159 
Other(833)— — — — (9)(836)
Balance at June 30, 2022$1,314 $476,381 $(19,957)$(50,154)$ $(300,867)$(1,181)$105,536 
Net income (loss) for third quarter 2022— — — — — 278 (22)256 
Translation adjustment, net of taxes of $0
— — — (3,873)— —  (3,873)
Other comprehensive loss— — — — (306)— — (306)
Comprehensive loss(3,923)
Equity compensation expense— 1,098 — — — —  1,098 
Other(949)— — — — (10)(955)
Balance at September 30, 2022$1,318 $476,530 $(19,957)$(54,027)$(306)$(300,589)$(1,213)$101,756 


See Notes to Consolidated Financial Statements
6

TETRA Technologies, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands, Unaudited)
 Nine Months Ended
September 30,
 20232022
Operating activities:  
Net income$29,650 $9,700 
Reconciliation of net income to net cash provided by operating activities:
Depreciation, amortization, and accretion25,705 24,061 
Impairment and other charges777 2,262 
Loss on investments
157 159 
Equity-based compensation expense4,199 3,361 
Provision for credit losses190 31 
Amortization and expense of financing costs2,707 2,378 
Insurance recoveries associated with damaged equipment(2,850)(3,750)
Gain on sale of assets(432)(980)
Provision (benefit) for deferred taxes
(805)(66)
Other non-cash credits(916)(359)
Changes in operating assets and liabilities:  
Accounts receivable7,600 (16,661)
Inventories(19,990)(5,707)
Prepaid expenses and other current assets1,313 (3,782)
Trade accounts payable and accrued expenses2,893 17,069 
Other1,133 (1,768)
Net cash provided by operating activities51,331 25,948 
Investing activities:  
Purchases of property, plant, and equipment, net(30,240)(32,678)
Proceeds from sale of property, plant, and equipment658 1,489 
Proceeds from insurance recoveries associated with damaged equipment2,850 3,750 
Purchase of investments
(350) 
Other investing activities(1,836)(841)
Net cash used in investing activities(28,918)(28,280)
Financing activities:  
Proceeds from credit agreements and long-term debt97,384 1,695 
Principal payments on credit agreements and long-term debt(98,441)(3,292)
Payments on financing lease obligations(837)(1,174)
Net cash used in financing activities(1,894)(2,771)
Effect of exchange rate changes on cash(285)(1,201)
Increase (decrease) in cash and cash equivalents
20,234 (6,304)
Cash and cash equivalents at beginning of period13,592 31,551 
Cash and cash equivalents at end of period $33,826 $25,247 


See Notes to Consolidated Financial Statements
7

TETRA Technologies, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES

Organization

We are an energy services and solutions company operating on six continents, focused on calcium chloride, completion fluids and associated products and services, comprehensive water management solutions, frac flowback, and production well testing. 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 September 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
8

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 $3.8 million and $6.8 million of expense during the three-month and nine-month periods ended September 30, 2023, respectively, and $0.9 million and $3.5 million of expense during the three-month and nine-month periods ended September 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. 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. Standard Lithium delivered a notice to exercise this option to acquire those lithium rights in our Arkansas leases on October 6, 2023.

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. We filed 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”). On September 26, 2023, the AOGC held a public hearing and unanimously approved our application to establish the Brine Unit. On October 17, 2023, the AOGC issued formal orders establishing the Brine Unit and integrating all unleased parties within the Brine Unit, subject to a 60-day statutory election period for each unleased party, to elect whether or not to participate and share in costs of development of the Brine Unit. If no such election is made within the election period, such unleased parties will be deemed integrated within the Brine Unit as described in the formal orders. The MOU includes 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 after the expiration of the 60-day election period, (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 front-end engineering and design studies for bromine and lithium production facilities.
9


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 third 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) losses are included in other (income) expense, net and totaled less than $0.1 million and $0.3 million during the three and nine months ended September 30, 2023, respectively, and $(1.1) million and $(2.7) million during the three and nine months ended September 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).

10

Supplemental Cash Flow Information

Supplemental cash flow information is as follows:
Nine Months Ended
September 30,
20232022
(in thousands)
Interest paid$14,282 $11,578 
Income taxes paid$3,918 $2,525 
September 30, 2023December 31, 2022
(in thousands)
Accrued capital expenditures$1,271 $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.
NOTE 2 – DISCONTINUED OPERATIONS

On March 1, 2018, we closed a series of related transactions that resulted in the disposition of our Offshore Division, consisting of our Offshore Services and Maritech segments. Our 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 nine months ended September 30, 2023 consists primarily of general and administrative expense associated with our former Offshore Division. A summary of additional financial information related to our discontinued operations is as follows:

11

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
September 30, 2022
Offshore Services
Major classes of line items constituting income from discontinued operations
General and administrative expense$510 
Pretax loss from discontinued operations(510)
Pretax gain on disposal of discontinued operations829 
Total pretax income from discontinued operations319 
Income from discontinued operations attributable to TETRA stockholders$319 
Nine Months Ended
September 30, 2022
Offshore ServicesMaritechTotal
Major classes of line items constituting income from discontinued operations
Cost of revenues$54 $ $54 
General and administrative expense533  533 
Other income, net (28)(28)
Pretax income (loss) from discontinued operations(587)28 (559)
Pretax gain on disposal of discontinued operations829 
Total pretax income from discontinued operations270 
Income from discontinued operations attributable to TETRA stockholders$270 

Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Statement of Financial Position
(in thousands)
September 30, 2023
Offshore ServicesMaritechTotal
(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 ServicesMaritechTotal
Carrying amounts of major classes of liabilities included as part of discontinued operations
Trade payables$319 $ $319 
Accrued liabilities and other506 95 601 
Total liabilities associated with discontinued operations$825 $95 $920 
NOTE 3 – REVENUE FROM CONTRACTS WITH CUSTOMERS

Our contract asset balances, primarily associated with contractual invoicing milestones and/or customer documentation requirements, were $30.7 million and $33.1 million as of September 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.

12

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 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 $4.0 million and $3.7 million as of September 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 three-month and nine-month periods ended September 30, 2023 and September 30, 2022, contract costs were not significant.

We recognized approximately $1.2 million and $1.6 million of revenue during the three-month and nine-month periods ended September 30, 2023, respectively, and $2.6 million and $1.7 million of revenue during the three-month and nine-month periods ended September 30, 2022, respectively, deferred in unearned income as of the beginning of the period. We also recognized approximately $0.7 million and $2.4 million of income during the three-month and nine-month periods ended September 30, 2023, respectively, and $0.9 million and $2.4 million of income during the three-month and nine-month periods ended September 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
September 30,
Nine Months Ended
September 30,
2023202220232022
 (in thousands)
Completion Fluids & Products
United States$36,484 $30,261 $115,167 $103,449 
International36,726 28,902 125,307 103,706 
73,210 59,163 240,474 207,155 
Water & Flowback Services
United States67,877 67,641 204,446 182,059 
International10,377 8,208 28,216 16,551 
78,254 75,849 232,662 198,610 
Total Revenue
United States104,361 97,902 319,613 285,508 
International47,103 37,110 153,523 120,257 
$151,464 $135,012 $473,136 $405,765 
NOTE 4 – INVENTORIES

Components of inventories as of September 30, 2023 and December 31, 2022 are as follows:
 September 30, 2023December 31, 2022
 (in thousands)
Finished goods$79,689 $60,481 
Raw materials4,313 3,734 
Parts and supplies6,622 6,432 
Work in progress1,504 1,466 
Total inventories
$92,128 $72,113 

Finished goods inventories include newly manufactured clear brine fluids as well as used brines that are repurchased from certain customers for recycling.
13

NOTE 5 – INVESTMENTS

Our investments as of September 30, 2023 and December 31, 2022 consist of the following:
September 30, 2023December 31, 2022
(in thousands)
Investment in CSI Compressco
$7,228 $6,967 
Investment in CarbonFree6,563 6,139 
Investment in Standard Lithium2,264 1,180 
Other investments
350  
Total Investments$16,405 $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 September 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 CO2 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 is 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.
NOTE 6 – LONG-TERM DEBT AND OTHER BORROWINGS

Consolidated long-term debt as of September 30, 2023 and December 31, 2022 consists of the following:
 Scheduled MaturitySeptember 30, 2023December 31, 2022
  (in thousands)
Term Credit Agreement(1)
September 10, 2025$156,748 $154,570 
Asset-Based Credit Agreement(2)
May 31, 2025 1,885 
Argentina Credit AgreementOctober 19, 20231,900  
Swedish Credit FacilityDecember 31, 202311 3 
Total debt 158,659 156,458 
Less current portion (1,911)(3)
Total long-term debt $156,748 $156,455 
(1) Net of unamortized discount of $2.5 million and $3.4 million as of September 30, 2023 and December 31, 2022, respectively, and net of unamortized deferred financing costs of $3.8 million and $5.1 million as of September 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 $0.7 million as of September 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 September 30, 2023, we had $156.7 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 business days of filing our Annual Report. If our Leverage Ratio (as
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defined in 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 September 30, 2023, the interest rate per annum on borrowings under the Term Credit Agreement is 11.68%. 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 September 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 September 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 $68.5 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.

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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 September 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 was backed by a letter of credit under our ABL Credit Agreement, and expired and was repaid in October 2023.

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 September 30, 2023, we had a nominal amount 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 September 30, 2023, there were $1.4 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 September 30, 2023, we are in compliance with all covenants under the credit agreements.
NOTE 7 – COMMITMENTS AND CONTINGENCIES

Litigation

We are named defendants in several lawsuits and respondents in certain governmental proceedings arising in the ordinary course of business. While the outcome of lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or other proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse impact on our financial condition, results of operations, or liquidity.

There have been no other material developments in our legal proceedings during the quarter ended September 30, 2023. For additional discussion of our legal proceedings, please see our 2022 Annual Report and Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

Product Purchase Obligations

In the normal course of our Completion Fluids & Products Division operations, we enter into supply agreements with certain manufacturers of various raw materials and finished products. Some of these agreements have terms and conditions that specify a minimum or maximum level of purchases over the term of the agreement. Other agreements require us to purchase the entire output of the raw material or finished product produced by the manufacturer. Our purchase obligations under these agreements apply only with regard to raw materials and finished products that meet specifications set forth in the agreements. We recognize a liability for the purchase of such products at the time we receive them. As of September 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 approximately $74.9 million, including $4.0 million for the remainder of 2023, $24.0 million in 2024, $21.9 million in 2025, $15.6 million in 2026, $7.1 million in 2027, and $2.3 million thereafter, extending through 2028.
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NOTE 8 – 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 September 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 nine-month period ended September 30, 2023 is as follows:

Nine Months Ended September 30, 2023
(in thousands)
Balance at beginning of period$6,139 
Change in fair value of embedded option
(50)
Change in fair value of convertible note, excluding embedded option
474 
Balance at end of period$6,563 

Recurring fair value measurements by valuation hierarchy as of September 30, 2023 and December 31, 2022 are as follows:
  Fair Value Measurements Using
Total as ofQuoted Prices in Active Markets for Identical Assets or LiabilitiesSignificant Other Observable InputsSignificant Unobservable Inputs
DescriptionSeptember 30, 2023(Level 1)(Level 2)(Level 3)
(in thousands)
Investment in CSI Compressco
$7,228 $7,228 $ $ 
Investment in CarbonFree6,563   6,563 
Investment in Standard Lithium2,264 2,264   
Other investments
350   350 
Total investments
$16,405 
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   Fair Value Measurements Using
Total as of Quoted Prices in Active Markets for Identical Assets or LiabilitiesSignificant Other Observable InputsSignificant Unobservable Inputs
DescriptionDecember 31, 2022(Level 1)(Level 2)(Level 3)
(in thousands)
Investment in CSI Compressco
$6,967 $6,967 $ $ 
Investment in CarbonFree6,139   6,139 
Investment in Standard Lithium1,180 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.
NOTE 9 – 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
September 30,
Nine Months Ended
September 30,
 2023202220232022
 (in thousands)
Number of weighted average common shares outstanding
129,777 128,407 129,395 127,890 
Assumed vesting of equity awards2,312  1,440 1,814 
Average diluted shares outstanding
132,089 128,407 130,835 129,704 

The average diluted shares outstanding excludes the impact of certain outstanding equity awards of 1.5 million shares for the three-month period ended September 30, 2022 as the inclusion of these shares would have been anti-dilutive due to the net loss from continuing operations recorded during this period.
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NOTE 10 – 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
September 30,
Nine Months Ended
September 30,
 2023202220232022
 (in thousands)
Revenues from external customers    
Product sales  
Completion Fluids & Products Division$68,532 $55,354 $228,415 $195,469 
Water & Flowback Services Division435 140 2,304 381 
Consolidated$68,967 $55,494 $230,719 $195,850 
Services   
Completion Fluids & Products Division$4,678 $3,809 $12,059 $11,686 
Water & Flowback Services Division77,819 75,709 230,358 198,229 
Consolidated$82,497 $79,518 $242,417 $209,915 
Total revenues  
Completion Fluids & Products Division$73,210 $59,163 $240,474 $207,155 
Water & Flowback Services Division78,254 75,849 232,662 198,610 
Consolidated$151,464 $135,012 $473,136 $405,765 
Income (loss) before taxes and discontinued operations
  
Completion Fluids & Products Division$16,932 $12,357 $67,330 $46,910 
Water & Flowback Services Division8,475 6,482 22,869 10,808 
Interdivision Eliminations 3  9 
Corporate Overhead(1)
(18,691)(16,727)(54,869)(45,398)
Consolidated$6,716 $2,115 $35,330 $12,329 
(1) Amounts reflected include the following general corporate expenses:
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2023202220232022
 (in thousands)
General and administrative expense$13,552 $11,968 $37,206 $33,856 
Depreciation and amortization101 165 303 528 
Impairments and other charges  777  
Interest expense5,755 4,437 17,029 11,978 
Other general corporate (income) expense, net(717)157 (446)(964)
Total$18,691 $16,727 $54,869 $45,398 

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

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and accompanying notes included in this Quarterly Report. In addition, the following discussion and analysis should also be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”) on February 27, 2023 (“2022 Annual Report”). This discussion includes forward-looking statements that involve certain risks and uncertainties.
Business Overview

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, and production well testing. 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. We are composed of two segments – Completion Fluids & Products Division and Water & Flowback Services Division.

Consolidated revenue for the first nine months of 2023 of $473.1 million reflects a 16.6% increase over the prior year, reflecting growth in international markets and the Gulf of Mexico, as well as a strong second quarter for our Northern Europe industrial chemicals business. Our strong results for the first nine months of 2023 reflect our employees delivering operational and financial excellence in our core businesses while simultaneously advancing our key strategic initiatives. Third-quarter consolidated revenue of $151.5 million reflects a 13.7% decrease following the strong Northern European industrial chemical business seasonal peak in the second quarter.

Completion Fluids & Products Division revenues for the first nine months of 2023 increased 16.1% compared to 2022 as pricing and market share have continued to improve. Completion Fluids & Products Division revenues decreased 25% sequentially, following a new segment record high during the second quarter, including the seasonal peak for our Northern Europe industrial chemicals business. Our offshore results declined compared to the second quarter as projects were completed or shifted into the fourth quarter.

Our Water & Flowback Services revenues remained stable compared to the second quarter of 2023 and improved slightly compared to the prior year, driven primarily by the first two early production facilities in Latin America that became operational in the third quarter of 2022 and the third early production facility which became operational in May 2023. Our growing fleet of TETRA SandStormTM advanced cyclone technology separators also remains at high utilization with continued market penetration and positive pricing progression. Water & Flowback Services margins have continued to improve, reflecting ongoing automation and cost-reduction initiatives.

We are committed to pursuing low-carbon energy initiatives that leverage our fluids and aqueous chemistry core competencies, our significant bromine and lithium assets and technologies, and our leading calcium chloride production capabilities. 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. We filed 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”). On September 26, 2023, the AOGC held a public hearing and unanimously approved our application to establish the Brine Unit. We completed the evaluation of results from the second exploratory well on our acreage in Arkansas in the third quarter with exceptional results. These results are being used to update the lithium and bromine resource report which we plan to complete and release in the fourth quarter. Additional steps are required before making a decision to develop the bromine assets and include further studies to analyze the resource as well as completion of a pre-feasibility and/or feasibility study.
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Results of Operations
The following information should be read in conjunction with the Consolidated Financial Statements and the associated Notes contained elsewhere in this report. The analysis herein reflects the optional approach to discuss results of operations on a sequential-quarter basis, which we believe provides information that is most useful in assessing our quarterly results of operations.

Three months ended September 30, 2023 compared with three months ended June 30, 2023.

Consolidated Comparisons
Three Months EndedPeriod to Period Change
 September 30,June 30,$ Change% Change
20232023
 (in thousands, except percentages)
Revenues$151,464 $175,463 $(23,999)(13.7)%
Gross profit37,924 49,155 (11,231)(22.8)%
Gross profit as a percentage of revenue
25.0 %28.0 %  
Exploration and pre-development costs3,775 2,341 1,434 61.3 %
General and administrative expense23,838 26,225 (2,387)(9.1)%
General and administrative expense as a
   percentage of revenue
15.7 %14.9 %  
Interest expense, net5,636 5,944 (308)(5.2)%
Other income, net(2,041)(6,435)(4,394)(68.3)%
Income before taxes and discontinued operations6,716 21,080 (14,364)(68.1)%
Income before taxes and discontinued operations as a percentage of revenue4.4 %12.0 %  
Provision for income taxes1,248 2,875 (1,627)(56.6)%
Income before discontinued operations5,468 18,205 (12,737)(70.0)%
Discontinued operations:
Loss from discontinued operations, net of taxes(48)(8)40 500.0 %
Net income5,420 18,197 (12,777)(70.2)%
Loss attributable to noncontrolling interests— 18 (18)100.0 %
Net income attributable to TETRA stockholders$5,420 $18,215 $(12,795)(70.2)%

Consolidated revenues decreased between the current and previous quarters primarily due to a decrease in overall activity for the Completion Fluids & Products division sales volume from the strong Northern European industrial chemical seasonality impact each year on our results in the second quarter. See Divisional Comparisons section below for a more detailed discussion of the change in our revenues.

Consolidated gross profit as a percentage of revenue decreased primarily due to our Completion Fluids & Products division lower overall activity levels and margins. See Divisional Comparisons section below for additional discussion.

Consolidated exploration and pre-development costs increased primarily due to costs associated with the lithium front-end engineering and design study and appraisal costs for the second exploratory brine well in Arkansas.

Consolidated general and administrative expenses decreased compared to the prior quarter, primarily due to a $1.3 million decrease in provision for credit losses as a provision established in the second quarter was reversed in the third quarter following improved collections, a $0.4 million decrease in general expenses and a $0.3 million decrease in legal expenses.

Consolidated other income, net, decreased in the current quarter, compared to the prior quarter primarily due to the $2.8 million decrease in credits for exploration and pre-development costs reimbursable from Saltwerx following the cumulative credit in the second quarter, and a $2.0 million increase in unrealized losses from our
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Standard Lithium shares received in April 2022 and 2023, partially offset by a $0.5 million increase in unrealized gain due to the change in the unit price of the CSI Compressco common units we own.

Consolidated provision for income tax was $1.2 million during the current quarter, compared to a $2.9 million provision during the prior quarter. Our consolidated effective tax rate for the three months ended September 30, 2023 was 18.6% due to income generated during the quarter, partially offset by the utilization of net operating loss carryforwards in the United States and certain other non-U.S. jurisdictions for which a valuation allowance had been established. We establish a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to offset future income tax liabilities in the United States and certain other non-U.S. jurisdictions.

Divisional Comparisons

Completion Fluids & Products Division
Three Months EndedPeriod to Period Change
 September 30,June 30,$ Change% Change
20232023
 (in thousands, except percentages)
Revenues$73,210 $98,222 $(25,012)(25.5)%
Gross profit25,327 37,133 (11,806)(31.8)%
Gross profit as a percentage of revenue
34.6 %37.8 % 
Exploration and pre-development costs3,775 2,341 1,434 61.3 %
General and administrative expense5,829 8,551 (2,722)(31.8)%
General and administrative expense as a percentage of revenue
8.0 %8.7 %  
Interest (income) expense, net
(309)104 (413)