TETRA TECHNOLOGIES INC 10-K

Item 9A. Controls and Procedures. Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2023. 41 Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023 was conducted based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (“COSO”). Based on this assessment, management has determined that our internal control over financial reporting was effective as of December 31, 2023. Grant Thornton LLP, our independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2023. Grant Thornton LLP’s report on our internal control over financial reporting is included herein. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the fourth quarter of the fiscal year ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. PART III Item 10. Directors, Executive Officers, and Corporate Governance. The information required by this Item is hereby incorporated by reference from the information appearing under the captions “Proposal No. 1: Election of Directors,” “Executive Officers,” “Corporate Governance,” “Board Meetings and Committees,” in our definitive proxy statement (the “Proxy Statement”) for the annual meeting of stockholders to be held on May 21, 2024, which involves the election of directors and is to be filed with the SEC pursuant to the Exchange Act within 120 days of the end of our fiscal year on December 31, 2023. 42 Item 11. Executive Compensation. The information required by this Item is hereby incorporated by reference from the information appearing under the captions “Management and Compensation Committee Report,” “Management and Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation of Executive Officers,” and “Director Compensation” in our Proxy Statement. Notwithstanding the foregoing, in accordance with the instructions to Item 407 of Regulation S-K, the information contained in our Proxy Statement under the subheading “Compensation Committee Report” shall be deemed furnished, and not filed, in this Form 10-K, and shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, as a result of this furnishing, except to the extent we specifically incorporate it by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item is hereby incorporated by reference from the information appearing under the captions “Beneficial Stock Ownership of Certain Stockholders and Management” and “Equity Compensation Plan Information” in our Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item is hereby incorporated by reference from the information appearing under the captions “Certain Transactions” and “Director Independence” in our Proxy Statement. Item 14. Principal Accounting Fees and Services. The information required by this Item is hereby incorporated by reference from the information appearing under the caption “Fees Paid to Principal Accounting Firm” in our Proxy Statement. PART IV Item 15. Exhibits and Financial Statement Schedules. (a) List of documents filed as part of this Report 1. Financial Statements of the Company Page Reports of Independent Registered Public Accounting Firm (PCAOB ID Number Grant Thornton LLP: 248 ) F- 1 Consolidated Balance Sheets at December 31, 2023 and 2022 F- 3 Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021 F- 5 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021 F- 6 Consolidated Statements of Equity for the years ended December 31, 2023, 2022, and 2021 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 F- 8 Notes to Consolidated Financial Statements F- 9 2. Financial statement schedules All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted. 3. List of Exhibits 2.1+++ Asset Purchase and Sale Agreement, dated February 28, 2018, by and between Maritech Resources, LLC, TETRA Technologies, Inc., and Orinoco Natural Resources, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report filed on May 10, 2018 (SEC File No. 001-13455)). 2.2+++ Equity Interest Purchase and Sale Agreement, dated February 28, 2018, by and among TETRA Technologies, Inc., TETRA Production Testing Holding LLC, and Epic Offshore Specialty, LLC (incorporated by reference to Exhibit 2.2 to the Company’s Quarterly Report filed on May 10, 2018 (SEC File No. 001-13455)). 43 2.3+++ Equity Interest Purchase Agreement, dated February 13, 2018, by and among the sellers listed therein, the sellers representative and TETRA Technologies, Inc (incorporated by reference to Exhibit 2.3 to the Company’s Quarterly Report filed on May 10, 2018 (SEC File No. 001-13455)). 2.4+++ Membership Interest Purchase And Sale Agreement, dated as of February 28, 2018, by and among TETRA Applied Technologies, LLC, Maritech Resources, LLC, TETRA Technologies, Inc., and Orinoco Natural Resources, LLC (incorporated by reference to Exhibit 2.4 to the Company’s Quarterly Report filed on May 10, 2018 (SEC File No. 001-13455)). 2.5 +++ Purchase and Sale Agreement dated as of January 29, 2021 between Spartan Energy Holdco, LLC, TETRA Technologies, Inc., and, solely for the limited purposes set forth therein, Spartan Energy Partners LP (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on January 29, 2021 (SEC File No. 001-13455)). 3.1 Amended and Restated Certificate of Incorporation of TETRA Technologies, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed May 25, 2023 (SEC File No. 001-13455)). 3.2 Second Amended and Restated Bylaws of TETRA Technologies, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Form 8-K filed May 25, 2023 (SEC File No. 001-13455)). 4.1 Form of Senior Indenture (including form of senior debt security) (incorporated by reference to Exhibit 4.11 to the Company's Registration Statement on Form S-3 filed on May 5, 2022 (SEC File No. 333-264709)) . 4.2 Form of Subordinated Indenture (incorporated by reference to Exhibit 4.11 to the Company's Registration Statement on Form S-3 filed on April 12, 2019 (SEC File No. 333-230818)). 4.3 Credit Agreement, date September 10, 2018, among TETRA Technologies, Inc. and JPMorgan Chase Bank (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on September 13, 2018 (SEC File No. 001-13455)). 4.4 Credit Agreement, date September 10, 2018, among TETRA Technologies, Inc. and Wilmington Trust, National Association (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on September 13, 2018 (SEC File No. 001-13455)). 4.5 Intercreditor Agreement, date September 10, 2018, among TETRA Technologies, Inc., JPMorgan Chase Bank, and Wilmington Trust, National Association (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on September 13, 2018 (SEC File No. 001-13455)). 4.6 Term Loan Letter Agreement, dated March 29, 2021, amending Credit Agreement, dated September 10, 2018, among the Company and Wilmington Trust, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report filed on May 5, 2021 (SEC File No. 001-13455)). 4.7 Second Amendment to the Credit Agreement dated as of July 30, 2021, by and among the Company, certain subsidiaries of TETRA party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and each of the lenders and issuing banks party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 2, 2021 (SEC File No. 001-13455)). 4.8 Amendment to Credit Agreement dated as of July 30, 2021, by and among the Company, Wilmington Trust, National Association, as administrative agent, and each of the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on August 2, 2021 (SEC File No. 001-13455)). 4.9 Credit Agreement dated as of January 12, 2024 among TETRA Technologies, Inc., Silver Point Finance, LLC, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on January 18, 2024 (SEC File No. 001-13455)). 4.10 Fifth Amendment to Credit agreement dated as of January 12, 2024 by and among TETRA Technologies, Inc., TETRA Technologies U.K. Limited, the other loan parties thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on January 18, 2024 (SEC File No. 001-13455)). 4.11 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 . 10.1*** TETRA Technologies, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed on August 13, 2002 (SEC File No. 001-13455)). 10.2*** TETRA Technologies, Inc. Nonqualified Deferred Compensation Plan and The Executive Excess Plan Adoption Agreement effective on June 30, 2005 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q/A filed on March 16, 2006 (SEC File No. 001-13455)). 10.3+ TETRA Technologies, Inc. Non-Employee Director Deferred Compensation Plan effective on December 13, 2023. 10.4*** TETRA Technologies, Inc. 401(k) Retirement Plan, as amended and restated (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 filed on February 22, 2008 (SEC File No. 333-149348)). 10.5*** TETRA Technologies, Inc. 2007 Equity Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on May 4, 2007 (SEC File No. 333-142637)). 44 10.6*** TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form S-8 filed on May 9, 2008 (SEC File No. 333-150783)). 10.7*** TETRA Technologies, Inc. 2007 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed on May 5, 2010 (SEC File No. 333-166537)). 10.8*** TETRA Technologies, Inc. Amended and Restated 2007 Long Term Incentive Compensation Plan, as amended through February 20, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on August 10, 2015 (SEC File No. 001-13455)). 10.9*** TETRA Technologies, Inc. 2011 Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form S-8 filed on May 10, 2011 (SEC File No. 333-174090)). 10.10*** TETRA Technologies, Inc. 2011 Amended and Restated Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8 filed on May 9, 2013 (SEC File No. 333-188494)). 10.11*** TETRA Technologies, Inc. Second Amended and Restated 2011 Long Term Incentive Compensation Plan, as amended through February 20, 2015 (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on August 10, 2015 (SEC File No. 001-13455)). 10.12*** Third Amended and Restated 2011 Long Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 6, 2016 (SEC File No. 001-13455)). 10.13*** Employee Equity Award Agreement dated August 15, 2012 by and between TETRA Technologies, Inc. and Elijio V. Serrano (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 16, 2012 (SEC File No. 001-13455)). 10.14 Lease Agreement dated December 31, 2012 by and between Tetris Property LP and TETRA Technologies, Inc. (incorporated by reference to Exhibit 10.36 to the Company's Form 10-K filed on March 4, 2013 (SEC File No. 001-13455)). 10.15 Bonding Agreement, dated February 28, 2018, between TETRA Technologies, Inc., Orinoco Natural Resources, LLC, and Epic Offshore Specialty, LLC. 10.16*** Form of Change in Control Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Form 10-K filed on March 16, 2020 (SEC File No. 001-13455)). 10.17*** TETRA Technologies, Inc. Cash Incentive Compensation Plan (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q filed on May 10, 2010 (SEC File No. 001-13455)). 10.18*** Amendment No. 2 to the TETRA Technologies, Inc. Cash Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on February 26, 2016 (SEC File No. 001-13455)). 10.19*** Stand-Alone Cash-Settled Stock Appreciation Rights Award Agreement, dated August 9, 2017, between TETRA Technologies, Inc. and Stuart M. Brightman (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report filed on November 9, 2017 (SEC File No. 001-13455)). 10.20*** Stand-Alone Cash-Settled Stock Appreciation Rights Award Agreement, dated February 22, 2018, between TETRA Technologies, Inc. and Stuart M. Brightman (incorporated by reference to Exhibit 10.44 to the Company’s Form 10-K filed on March 4, 2019 (SEC File No. 001-13455)). 10.21*** TETRA Technologies, Inc. 2018 Inducement Restricted Stock Plan (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 filed on February 12, 2018 ((SEC File No. 333-222976)). 10.22*** Form of TETRA Technologies, Inc. 2018 Inducement Restricted Stock Plan Restricted Stock Award Agreement (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on February 12, 2018 (SEC File No. 333-222976)). 10.23*** Transition Agreement dated as of May 8, 2019 between TETRA Technologies, Inc. and Stuart M. Brightman (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 8, 2019 (SEC File No. 001-13455)). 10.24*** Amendment to Transition Agreement dated April 8, 2020 between TETRA Technologies, Inc. and Stuart M. Brightman (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report filed on August 7, 2020 (SEC File No. 001-13455)). 10.25*** TETRA Technologies, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to the Company’s registration statement on Form S-8 filed on May 4, 2018 (SEC File No. 333-224679). 10.26*** Form of TETRA Technologies, Inc. 2018 Equity Incentive Plan Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 4.7 to the Company’s registration statement on Form S-8 filed on May 4, 2018 (SEC File No. 333224679). 10.27*** Form of TETRA Technologies, Inc. 2018 Equity Incentive Plan Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 4.8 to the Company’s registration statement on Form S-8 filed on May 4, 2018 (SEC File No. 333-224679). 45 10.28*** Form of TETRA Technologies, Inc. 2018 Equity Incentive Plan Cash Retention Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report filed on November 3, 2020 (SEC File No. 001-13455)). 10.29*** TETRA Technologies, Inc. First Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 26, 2021 (SEC File No. 333-256494)). 10.30*** Form of TETRA Technologies, Inc. First Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 26, 2021 (SEC File No. 333-256494)). 10.31*** Form of TETRA Technologies, Inc. First Amended and Restated 2018 Equity Incentive Plan Cash Award Agreement (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed with the SEC on May 26, 2021 (SEC File No. 333-256494)). 10.32*** TETRA Technologies, Inc. Second Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on May 25, 202 3 (SEC File No. 001-13455)). 10.33+*** Form of TETRA Technologies, Inc. Second Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award. 10.34+*** Form of TETRA Technologies, Inc. Second Amended and Restated 2018 Equity Incentive Plan Restricted Stock Unit Award for outside directors. 10.35+*** Form of TETRA Technologies, Inc. Second Amended and Restated 2018 Equity Incentive Plan Cash Award. 21+ Subsidiaries of the Company. 23.1+ Consent of Grant Thornton LLP 31.1+ Certification Pursuant to Rule 13(a)-14(a) or 15(d)-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2+ Certification Pursuant to Rule 13(a)-14(a) or 15(d)-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). 32.2** Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). 97.1+ TETRA Technologies, Inc. Incentive-Based Compensation Recoupment Policy effective on October 25, 2023. 101.INS++ XBRL Instance Document. 101.SCH++ XBRL Taxonomy Extension Schema Document. 101.CAL++ XBRL Taxonomy Extension Calculation Linkbase Document. 101.LAB++ XBRL Taxonomy Extension Label Linkbase Document. 101.PRE++ XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF++ XBRL Taxonomy Extension Definition Linkbase Document. 104++ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). + Filed with this report ** Furnished with this report. *** Management contract or compensatory plan or arrangement. ++ Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021; (ii) Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021; (v) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021; and (vi) Notes to Consolidated Financial Statements for the year ended December 31, 2023. +++ Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any such omitted schedule to the SEC upon request. 46 Item 16. Form 10-K Summary. None. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, TETRA Technologies, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TETRA Technologies, Inc. Date: February 27, 2024 By: /s/Brady M. Murphy Brady M. Murphy, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date /s/John F. Glick Chairman of February 27, 2024 John F. Glick the Board of Directors /s/Brady M. Murphy President, Chief Executive Officer, February 27, 2024 Brady M. Murphy and Director (Principal Executive Officer) /s/Elijio V. Serrano Senior Vice President February 27, 2024 Elijio V. Serrano and Chief Financial Officer (Principal Financial Officer) /s/Richard D. O’Brien Vice President – Finance and Global Controller February 27, 2024 Richard D. O’Brien (Principal Accounting Officer) /s/Mark E. Baldwin Director February 27, 2024 Mark E. Baldwin /s/Thomas R. Bates, Jr. Director February 27, 2024 Thomas R. Bates, Jr. /s/Christian A. Garcia Director February 27, 2024 Christian A. Garcia /s/Gina A. Luna Director February 27, 2024 Gina A. Luna /s/Sharon B. McGee Director February 27, 2024 Sharon B. McGee /s/Shawn D. Williams Director February 27, 2024 Shawn D. Williams 47 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders TETRA Technologies, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of TETRA Technologies, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 27, 2024 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgements. We determined that there are no critical audit matters. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2020. Houston, Texas February 27, 2024 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders TETRA Technologies, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of TETRA Technologies, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2023, and our report dated February 27, 2024 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP Houston, Texas February 27, 2024 F-2 TETRA Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands) December 31, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 52,485 $ 13,592 Trade accounts receivable, net of allowance for credit losses of $ 614 in 2023 and $ 538 in 2022 111,798 129,631 Inventories 96,536 72,113 Prepaid expenses and other current assets 21,196 23,112 Total current assets 282,015 238,448 Property, plant, and equipment: Land and building 23,173 25,723 Machinery and equipment 304,884 318,693 Automobiles and trucks 10,148 11,832 Chemical plants 67,114 63,528 Construction in progress 10,323 7,660 Total property, plant, and equipment 415,642 427,436 Less accumulated depreciation ( 307,926 ) ( 325,856 ) Net property, plant, and equipment 107,716 101,580 Other assets: Other intangibles, net 29,132 32,955 Operating lease right-of-use assets 31,915 33,818 Investments 17,354 14,286 Other assets 10,829 13,279 Total other assets 89,230 94,338 Total assets $ 478,961 $ 434,366 See Notes to Consolidated Financial Statements F-3 TETRA Technologies, Inc. and Subsidiaries Consolidated Balance Sheets (In Thousands, Except Share Amounts) December 31, 2023 December 31, 2022 LIABILITIES AND EQUITY Current liabilities: Trade accounts payable $ 52,290 $ 49,121 Compensation and employee benefits 26,918 30,958 Operating lease liabilities, current portion 9,101 7,795 Accrued taxes 10,350 9,913 Accrued liabilities and other 27,303 25,560 Current liabilities associated with discontinued operations — 920 Total current liabilities 125,962 124,267 Long-term debt, net 157,505 156,455 Operating lease liabilities 27,538 28,108 Asset retirement obligations 14,199 13,671 Deferred income taxes 2,279 2,038 Other liabilities 4,144 3,430 Total long-term liabilities 205,665 203,702 Commitments and contingencies (Note 11 - “Commitments and Contingencies”) Equity: TETRA stockholders’ equity: Common stock, par value $ 0.01 per share; 250,000,000 shares authorized at December 31, 2023 and December 31, 2022; 133,217,848 shares issued at December 31, 2023 and 131,800,975 shares issued at December 31, 2022 1,332 1,318 Additional paid-in capital 489,156 477,820 Treasury stock, at cost; 3,138,675 shares held at December 31, 2023 and December 31, 2022 ( 19,957 ) ( 19,957 ) Accumulated other comprehensive loss ( 45,231 ) ( 49,063 ) Retained deficit ( 276,709 ) ( 302,493 ) Total TETRA stockholders’ equity 148,591 107,625 Noncontrolling interests ( 1,257 ) ( 1,228 ) Total equity 147,334 106,397 Total liabilities and equity $ 478,961 $ 434,366 See Notes to Consolidated Financial Statements F-4 TETRA Technologies, Inc. and Subsidiaries Consolidated Statements of Operations (In Thousands, Except Per Share Amounts) Year Ended December 31, 2023 2022 2021 Revenues: Product sales $ 306,056 $ 259,998 $ 215,229 Services 320,206 293,215 173,043 Total revenues 626,262 553,213 388,272 Cost of revenues: Cost of product sales 191,227 173,385 148,280 Cost of services 246,945 226,844 146,672 Depreciation, amortization, and accretion 34,329 32,819 33,502 Impairments and other charges 2,966 2,804 581 Insurance recoveries ( 2,850 ) ( 3,750 ) — Total cost of revenues 472,617 432,102 329,035 Gross profit 153,645 121,111 59,237 Exploration and pre-development costs 12,119 6,635 — General and administrative expense 96,590 91,942 75,049 Interest expense, net 22,349 15,833 16,377 Other income, net ( 9,112 ) ( 4,465 ) ( 17,468 ) Income (loss) before taxes and discontinued operations 31,699 11,166 ( 14,721 ) Provision for income taxes 6,220 3,565 2,084 Income (loss) from continuing operations 25,479 7,601 ( 16,805 ) Discontinued operations: Income from discontinued operations, net of taxes 278 195 120,407 Net income 25,757 7,796 103,602 Less: (income) loss attributable to noncontrolling interest (1) 27 43 ( 269 ) Net income attributable to TETRA stockholders $ 25,784 $ 7,839 $ 103,333 Basic net income (loss) per common share: Income (loss) from continuing operations $ 0.20 $ 0.06 $ ( 0.13 ) Income from discontinued operations — — 0.95 Net income attributable to TETRA stockholders $ 0.20 $ 0.06 $ 0.82 Weighted average basic shares outstanding 129,568 128,082 126,602 Diluted net income (loss) per common share: Income (loss) from continuing operations $ 0.20 $ 0.06 $ ( 0.13 ) Income from discontinued operations — — 0.95 Net income attributable to TETRA stockholders $ 0.20 $ 0.06 $ 0.82 Weighted average diluted shares outstanding 131,243 129,778 126,602 (1) (Income) loss attributable to noncontrolling interest includes income from discontinued operations, net of taxes of zero , zero , and $ 333 for the years ended December 31, 2023, 2022, and 2021, respectively. See Notes to Consolidated Financial Statements F-5 TETRA Technologies, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income (Loss) (In Thousands) Year Ended December 31, 2023 2022 2021 Net income $ 25,757 $ 7,796 $ 103,602 Foreign currency translation gain (loss), net of taxes of $0 in 2023, $0 in 2022, and $0 in 2021 3,105 ( 2,059 ) ( 4,623 ) Unrealized income (loss) on investment in CarbonFree convertible note 727 ( 72 ) — Comprehensive income 29,589 5,665 98,979 Less: comprehensive (income) loss attributable to noncontrolling interest 27 43 ( 269 ) Comprehensive income attributable to TETRA stockholders $ 29,616 $ 5,708 $ 98,710 See Notes to Consolidated Financial Statements F-6 TETRA Technologies, Inc. and Subsidiaries Consolidated Statements of Equity (In Thousands) Common Stock Par Value Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Earnings Non-controlling Interest Total Equity Currency Translation Unrealized Gain (Loss) on Investment Balance at December 31, 2020 $ 1,289 $ 472,134 $ ( 19,484 ) $ ( 49,914 ) $ — $ ( 413,665 ) $ 80,702 $ 71,062 Net income for 2021 — — — — — 103,333 269 103,602 Translation adjustment, net of taxes of zero — — — ( 4,623 ) — — — ( 4,623 ) Comprehensive income 98,979 Deconsolidation of CSI Compressco — — — 7,605 — — ( 82,775 ) ( 75,170 ) Dividend — — — — — — ( 110 ) ( 110 ) Equity award activity 12 — — — — — — 12 Treasury stock activity, net — — ( 473 ) — — — — ( 473 ) Equity compensation expense — 4,664 — — — — 580 5,244 Other — ( 1,174 ) — — — — 193 ( 981 ) Balance at December 31, 2021 $ 1,301 $ 475,624 $ ( 19,957 ) $ ( 46,932 ) $ — $ ( 310,332 ) $ ( 1,141 ) $ 98,563 Net income (loss) for 2022 — — — — — 7,839 ( 43 ) 7,796 Translation adjustment, net of taxes of zero — — — ( 2,059 ) — — — ( 2,059 ) Other comprehensive loss — — — — ( 72 ) — — ( 72 ) Comprehensive income 5,665 Equity compensation expense — 4,482 — — — — — 4,482 Other 17 ( 2,286 ) — — — — ( 44 ) ( 2,313 ) Balance at December 31, 2022 $ 1,318 $ 477,820 $ ( 19,957 ) $ ( 48,991 ) $ ( 72 ) $ ( 302,493 ) $ ( 1,228 ) $ 106,397 Net income (loss) for 2023 — — — — — 25,784 ( 27 ) 25,757 Translation adjustment, net of taxes of zero — — — 3,105 — — — 3,105 Other comprehensive income — — — — 727 — — 727 Comprehensive income 29,589 Equity compensation expense — 12,881 — — — — — 12,881 Other 14 ( 1,545 ) — — — — ( 2 ) ( 1,533 ) Balance at December 31, 2023 $ 1,332 $ 489,156 $ ( 19,957 ) $ ( 45,886 ) $ 655 $ ( 276,709 ) $ ( 1,257 ) $ 147,334 See Notes to Consolidated Financial Statements F-7 TETRA Technologies, Inc. and Subsidiaries Consolidated Statements of Cash Flows (In Thousands) Year Ended December 31, 2023 2022 2021 Operating activities: Net income $ 25,757 $ 7,796 $ 103,602 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization, and accretion 34,329 32,819 33,532 Gain on sale on disposal of discontinued operations — — ( 120,137 ) Impairments and other charges 2,966 2,804 581 Unrealized (gain) loss on investments ( 539 ) ( 180 ) 2,227 Realized gain on sale of Standard Lithium shares — — ( 15,479 ) Provisions for deferred income taxes ( 734 ) 537 ( 71 ) Equity-based compensation expense 10,622 6,880 4,664 Provision for (recovery of) credit losses 285 42 ( 654 ) Amortization and expense of financing costs 3,433 3,376 3,091 Gain from insurance recoveries associated with damaged equipment ( 2,850 ) ( 3,750 ) ( 110 ) Gain on sale of assets ( 562 ) ( 1,170 ) ( 482 ) Other non-cash charges and credits ( 1,231 ) ( 482 ) ( 624 ) Changes in operating assets and liabilities, net of assets acquired: Accounts receivable 20,165 ( 39,848 ) ( 27,795 ) Inventories ( 23,205 ) ( 4,471 ) 5,387 Prepaid expenses and other current assets 2,176 ( 4,546 ) ( 6,533 ) Trade accounts payable and accrued expenses ( 128 ) 22,705 27,006 Other ( 278 ) ( 3,555 ) ( 3,548 ) Net cash provided by operating activities 70,206 18,957 4,657 Investing activities: Purchases of property, plant, and equipment, net ( 38,152 ) ( 40,056 ) ( 20,533 ) Acquisition of businesses, net of cash acquired — ( 917 ) — Purchase of CarbonFree convertible note ( 350 ) — ( 5,000 ) Proceeds from sale of investment 3,900 — 17,627 Proceeds from sale of property, plant, and equipment 6,661 1,706 1,687 Proceeds from insurance recoveries associated with damaged equipment 2,850 3,750 110 Other investing activities ( 1,936 ) ( 987 ) 934 Net cash used in investing activities ( 27,027 ) ( 36,504 ) ( 5,175 ) Financing activities: Proceeds from credit agreements and long-term debt 97,529 13,825 1,614 Principal payments on credit agreements and long-term debt ( 100,497 ) ( 12,483 ) ( 50,477 ) Payments on finance lease obligations ( 1,695 ) ( 1,302 ) — Debt issuance costs and other financing activities — — ( 1,191 ) Net cash provided by (used in) financing activities ( 4,663 ) 40 ( 50,054 ) Effect of exchange rate changes on cash 377 ( 452 ) ( 1,771 ) Increase (decrease) in cash and cash equivalents 38,893 ( 17,959 ) ( 52,343 ) Cash and cash equivalents at beginning of period 13,592 31,551 83,894 Cash and cash equivalents at beginning of period associated with discontinued operations — — 16,577 Cash and cash equivalents at beginning of period associated with continuing operations 13,592 31,551 67,317 Cash and cash equivalents at end of period $ 52,485 $ 13,592 $ 31,551 See Notes to Consolidated Financial Statements F-8 TETRA Technologies, Inc. and Subsidiaries Notes to Consolidated Financial Statements December 31, 2023 NOTE 1 — ORGANIZATION AND OPERATIONS 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. 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. Unless the context requires otherwise, when we refer to “we,” “us,” and “our,” we are describing TETRA Technologies, Inc. and its consolidated subsidiaries on a consolidated basis. Our 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, and markets TETRA PureFlow an ultra-pure zinc bromide as well as TETRA PureFlow Plus, an ultra-pure zinc bromide/zinc chloride blend; both to several 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. NOTE 2 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation Our consolidated financial statements include the accounts of our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Our former subsidiary, CSI Compressco LP (“CSI Compressco”) is a publicly traded limited partnership with its common units traded on the NASDAQ Exchange (“NASDAQ”) under the symbol “CCLP.” TETRA’s capital structure and CSI Compressco’s capital structure were separate, and did not include cross default provisions, cross collateralization provisions or cross guarantees. Through January 29, 2021, our cash flows from our investment in CSI Compressco were limited to the quarterly distributions we received on our CSI Compressco common units and general partner interest (including incentive distribution rights (“IDRs”)) and the amounts collected for services we performed on behalf of CSI Compressco. CSI Compressco was determined to be a variable interest entity and we, through our ownership of the general partner in CSI Compressco through January 29, 2021, controlled the financial interests of CSI Compressco and had the ability to direct the activities of CSI Compressco that most significantly impacted its economic performance. As such, we were considered the primary beneficiary and consolidated the financial statements of CSI Compressco through January 29, 2021. On January 29, 2021, we entered into the Purchase and Sale Agreement with Spartan Energy Partners LP and Spartan Energy Holdco, LLC (together, “Spartan”) pursuant to which we sold the general partner of CSI Compressco, including the IDRs in CSI Compressco and approximately 23.1 % of the outstanding limited partner interests in CSI Compressco, in exchange for $ 13.9 million in cash. Following the closing of the transaction, we retained an interest in CSI Compressco representing approximately 3.7 % of the outstanding common units as of December 31, 2023. We refer to this transaction with Spartan as the “GP Sale.” Substantially all of our former Compression Division’s operations were conducted through our partially-owned CSI Compressco subsidiary. We have reflected the operations of our former Compression Division as discontinued operations for all periods presented. See Note 3 - “Discontinued Operations” for further information. On December 19, 2023, CSI Compressco announced that it had entered into an agreement to be acquired by Kodiak Gas Services, Inc. (“Kodiak”) with Kodiak surviving the merger (the “Kodiak Transaction”). If the Kodiak Transaction closes, our common units in CSI Compressco will be exchanged for Kodiak common stock (NYSE: KGS). F-9 Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“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. Unless otherwise noted, amounts and disclosures throughout these Notes to Consolidated Financial Statements relate solely to continuing operations and exclude all discontinued operations. Cash Equivalents We consider all highly liquid cash investments with a maturity of three months or less when purchased to be cash equivalents. Financial Instruments Financial instruments that subject us to concentrations of credit risk consist principally of trade receivables. Our policy is to evaluate, prior to providing goods or services, each customer’s financial condition and to determine the amount of open credit to be extended. We generally require appropriate, additional collateral as security for credit amounts in excess of approved limits. Our customers consist primarily of major, well-established oil and gas producers and independent oil and gas companies, as well as industrial, agricultural, road, and food and beverage purchasers for the chemicals we manufacture. Payment terms are on a short-term basis. We have currency exchange rate risk exposure related to transactions denominated in a foreign currency as well as to investments in certain of our international operations. Our risk management activities include the use of foreign currency forward purchase and sale derivative contracts as part of a program designed to mitigate the currency exchange rate risk exposure on selected international operations. We have no outstanding balance under our variable rate revolving credit facilities as of December 31, 2023. Outstanding balances on variable-rate bank credit facilities create market risk exposure related to changes in applicable interest rates. Allowance for Credit Losses The allowance for credit losses is determined on a specific identification basis when we believe that the collection of specific amounts owed to us is not probable, as well as a percentage of aged receivables based on historic losses. Changes in the allowance are as follows: Year Ended December 31, 2023 2022 2021 (In Thousands) At beginning of period $ 538 $ 289 $ 6,824 Activity in the period: Provision for credit losses 285 257 ( 4 ) Account charge offs, net of recoveries ( 209 ) ( 8 ) ( 6,531 ) At end of period $ 614 $ 538 $ 289 F-10 Inventories Inventories are stated at the lower of cost or net realizable value. Except for work in progress inventory, cost is determined using the weighted average method. The cost of work in progress is determined using the specific identification method. Property, Plant, and Equipment Property, plant, and equipment are stated at cost. Expenditures that increase the useful lives of assets are capitalized. The cost of repairs and maintenance is charged to operations as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are generally as follows: Buildings 25 years Machinery and equipment 3 – 10 years Automobiles and trucks 4 – 5 years Chemical plants 15 – 30 years Leasehold improvements are depreciated over the shorter of the remaining term of the associated lease or its useful life. Depreciation expense, excluding impairments and other charges, for the years ended December 31, 2023, 2022, and 2021 was $ 29.2 million, $ 27.3 million, and $ 27.8 million, respectively. Construction in progress as of December 31, 2023 and 2022 consisted primarily of equipment fabrication projects and early production facilities. Intangible Assets other than Goodwill Customer relationships, trademarks, tradenames, marketing rights and other intangible assets are amortized on a straight-line basis over their estimated useful lives, with remaining useful lives up to 10 years. Amortization of intangible assets was $ 4.5 million, $ 4.9 million, and $ 5.1 million for the years ended December 31, 2023, 2022, and 2021, respectively, and is included in depreciation, amortization, and accretion. The estimated future annual amortization expense of intangible assets is $ 4.2 million for 2024, $ 3.5 million for 2025, $ 3.4 million for 2026, $ 3.2 million for 2027, $ 2.7 million for 2028, and $ 12.1 million thereafter. See Note 5 - “Intangibles” for additional discussion. Intangible assets other than goodwill are tested for recoverability whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In such an event, we will determine the fair value of the asset using an undiscounted cash flow analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, we will recognize a loss for the difference between the carrying value and the estimated fair value of the intangible asset. Leases As a lessee, unless the lease meets the criteria of short-term and is excluded per our policy election described below, we initially recognize a lease liability and related right-of-use asset on the commencement date. The right-of-use asset represents our right to use an underlying asset and the lease liability represents our obligation to make lease payments to the lessor over the lease term. Long-term operating leases are included in operating lease right-of-use assets, operating lease liabilities - current portion, and operating lease liabilities in our consolidated balance sheets. Long-term finance leases are included in machinery and equipment, accrued liabilities and other and other liabilities in our consolidated balance sheets. We determine whether a contract is or contains a lease at inception of the contract. Where we are a lessee in a contract that includes an option to extend or terminate the lease, we include the extension period or exclude the period covered by the termination option in our lease term in determining the right-of-use asset and lease liability, if it is reasonably certain that we would exercise the option. As an accounting policy election, we do not include short-term leases on our balance sheets. Short-term leases include leases with a term of 12 months or less, inclusive of renewal options we are reasonably certain to exercise. The lease payments for short-term leases are included as operating lease costs on a straight-line basis F-11 over the lease term in cost of revenues or general and administrative expense based on the use of the underlying asset. We recognize lease costs for variable lease payments not included in the determination of a lease liability in the period in which an obligation is incurred. Our operating and finance leases are recognized at the present value of lease payments over the lease term. When the implicit discount rate is not readily determinable, we use our incremental borrowing rate to calculate the discount rate used to determine the present value of lease payments. Consistent with other long-lived assets or asset groups that are held and used, we test for impairment of our right-of-use assets when impairment indicators are present. Impairments of Inventory and Long-Lived Assets Impairments of inventory and long-lived assets, including identified intangible assets, are determined periodically when indicators of impairment are present. If such indicators are present, the determination of the amount of impairment is based on our judgments as to the future undiscounted operating cash flows to be generated from these assets throughout their remaining estimated useful lives. If these undiscounted cash flows are less than the carrying amount of the related asset, an impairment is recognized for the excess of the carrying value over its fair value. Assets held for disposal are recorded at the lower of carrying value or estimated fair value less estimated selling costs. See Note 6 - “Impairments and Other Charges” for additional discussion of recorded impairments. Revenue Recognition Performance Obligations. Revenue is generally recognized when we transfer control of our products or services to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or providing services to our customers. We receive cash equal to the invoice price for most sales of product and services and payment terms typically range from 30 to 60 days from the date we invoice our customer. Since the period between when we deliver products or services and when the customer pays for such products or services is not expected to exceed one year, we have elected not to calculate or disclose a financing component for our customer contracts. Depending on the terms of the arrangement, we may also defer the recognition of revenue for a portion of the consideration received because we have to satisfy a future performance obligation. For any arrangements with multiple performance obligations, we use management’s estimated selling price to determine the stand-alone selling price for separate performance obligations. For revenue associated with mobilization of service equipment as part of a service contract arrangement, such revenue, if significant, is deferred and amortized over the estimated service period. Product Sales. Product sales revenues are recognized at a point in time when we transfer control of our product offerings to our customers, generally when we ship products from our facility to our customer. The product sales for our Completion Fluids & Products Division consist primarily of CBFs, additives, and associated manufactured products. Certain customers have bill-and-hold arrangements. Revenue for bill-and-hold arrangements is recognized when control transfers to the customer, even though the customer may not have physical possession of the product. Control transfers when there is a substantive reason for the arrangement, the product is identified as belonging to the customer, is ready for physical transfer, and cannot be directed for use by anyone but the customer. Product sales for our Water & Flowback Services Division are typically attributed to specific performance obligations within certain production testing service arrangements. Services . Service revenues represent revenue recognized over time, as our customer arrangements typically provide agreed upon day rates and we recognize service revenue based upon the number of days services have been performed. Service revenue recognized over time is associated with a majority of our Water & Flowback Services Division arrangements, and a small portion of Completion Fluids & Products Division revenue that is associated with completion fluid service arrangements. Our customer contracts are generally for terms of one year or less. The majority of the service arrangements in the Water & Flowback Services Division are for a period of 90 days or less. F-12 Sales taxes, value added taxes, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. We have elected to recognize the cost for freight and shipping costs as part of cost of product sales when control over our products (i.e. delivery) has transferred to the customer. Use of Estimates. In recognizing revenue for variable consideration arrangements, the amount of variable consideration recognized is limited so that it is probable that significant amounts of revenues will not be reversed in future periods when the uncertainty is resolved. For products returned by the customer, we estimate the expected returns based on an analysis of historical experience. For volume discounts earned by the customer, we estimate the discount (if any) based on our estimate of the total expected volume of products sold or services to be provided to the customer during the discount period. In certain contracts for the sale of CBFs, we may agree to issue credits for the repurchase of reclaimable used fluids from certain customers at an agreed price that is based on the condition of the fluids and, in some cases, the volume of fluids sold. Contract Assets and Liabilities. We consider contract assets to be trade accounts receivable when we have an unconditional right to consideration and only the passage of time is required before payment is due. In certain instances, particularly those requiring customer specific documentation prior to invoicing, our invoicing of the customer is delayed until certain documentation requirements are met. In those cases, we recognize a contract asset rather than a billed trade accounts receivable until we are able to invoice the customer. Contract assets, along with billed trade accounts receivable, are included in trade accounts receivable in our consolidated balance sheets. We classify contract liabilities as unearned income in our consolidated balance sheets. Unearned income includes amounts in which the Company was contractually allowed to invoice prior to satisfying the associated performance obligations. Operating Costs Cost of product sales includes direct and indirect costs of manufacturing and producing our products, including raw materials, fuel, utilities, labor, overhead, repairs and maintenance, materials, services, transportation, warehousing, equipment rentals, insurance, and certain taxes. Cost of services includes operating expenses we incur in delivering our services, including labor, equipment rental, fuel, repair and maintenance, transportation, overhead, insurance, and certain taxes. We include in product sales revenues the reimbursements we receive from customers for shipping and handling costs. Shipping and handling costs are included in cost of product sales. Amounts we incur for “out-of-pocket” expenses in the delivery of our services are recorded as cost of services. Reimbursements for “out-of-pocket” expenses we incur in the delivery of our services are recorded as service revenues. Depreciation, amortization, and accretion includes depreciation expense for all of our facilities, equipment and vehicles, amortization expense on our intangible assets, and accretion expense related to our decommissioning and other asset retirement obligations. We include in general and administrative expense all costs not identifiable to our specific product or service operations, including divisional and general corporate overhead, professional services, corporate office costs, sales and marketing expenses, insurance, and certain taxes. Exploration and Pre-Development Costs and Collaborative Arrangement We are pursuing low-carbon energy initiatives that leverage our fluids and aqueous chemistry core competencies and our significant bromine and lithium resources, including our brine leases in Southwest Arkansas. During the years ended December 31, 2023, 2022, and 2021, we incurred $ 12.1 million, $ 6.6 million and zero , respectively, of exploration and pre-development costs. In June 2023, we entered into a memorandum of understanding with Saltwerx, LLC (“Saltwerx”), an indirect wholly owned subsidiary of ExxonMobil Corporation, relating to a newly-proposed brine unit in the Smackover Formation in Southwest Arkansas and potential bromine and lithium production from brine produced from the unit. The memorandum of understanding includes an allocation of certain 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. During the year ended December 31, 2023, we recorded $ 9.3 million in reimbursements associated with this arrangement. This income is included in other (income) expense, net in our consolidated statements of operations. F-13 Equity-Based Compensation We have various equity incentive compensation plans which provide for the granting of restricted common stock, options for the purchase of our common stock, and other performance-based, equity-based compensation awards to our executive officers, key employees, nonexecutive officers, and directors. Total equity-based compensation expense, net of taxes, for the years ended December 31, 2023, 2022, and 2021, was $ 10.4 million, $ 6.8 million, and $ 4.6 million, respectively. For further discussion of equity-based compensation, see Note 13 – “Equity-Based Compensation and Other” . Mineral Resources Arrangements We are party to agreements in which Standard Lithium Ltd. (“Standard Lithium”) has the right to explore, produce and extract lithium in our Arkansas leases as well as additional potential resources in the Mojave region of California. The Company receives cash and stock of Standard Lithium (NYSE:SLI) under the terms of the arrangements. The cash and stock component of consideration received is initially recorded as unearned income based on the quoted market price at the time the stock is received, then recognized in income over the contract term. Deferred income balances were $ 1.6 million and $ 1.9 million as of December 31, 2023 and 2022, respectively, associated with the consideration received from Standard Lithium and are included in accrued liabilities and other in our consolidated balance sheets. During the years ended December 31, 2023, 2022, and 2021, income from this arrangement was $ 3.0 million, $ 3.3 million, and $ 1.1 million, respectively, from the value of cash and stock received, and $ 1.0 million, $ 1.4 million and $ 1.8 million, respectively, for unrealized losses on changes in the value of Standard Lithium stock held. We also recognized $ 15.5 million of income during 2021 from the sale of our shares in Standard Lithium. This income is included in other (income) expense, net in our consolidated statements of operations. See Note 14 - “Fair Value Measurements” for further discussion. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis amounts. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized as income or expense in the period that includes the enactment date. A portion of the carrying value of certain deferred tax assets are subject to a valuation allowance. See Note 15 – “Income Taxes” for further discussion. In January 2018, the FASB released guidance on the accounting for tax on the global intangible low-taxed income (“GILTI”) provisions of the Tax Reform Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either accounting for deferred taxes related to GILTI inclusions or to treat any taxes on GILTI inclusions as period costs are both acceptable methods subject to an accounting policy election. We elected to account for GILTI as a period cost in the year the tax is incurred. 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 F-14 the Tax Plan. Initially, each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $ 0.01 per share, of the Company (the “Preferred Stock”) at a price of $ 20.00 per one one-thousandth of a share of Preferred Stock (the “Purchase Price”), subject to adjustment. The Rights will cause substantial dilution to a person or group that acquires 4.99 % or more of the Common Stock (or to a person or group that already owns 4.99 % or more of the Company’s Common Stock if such person or group acquires additional shares representing 2 % of the Company’s then outstanding shares of Common Stock) without prior approval from the Board of Directors. The Rights will expire at the earliest of: (i) the close of business on February 28, 2026 (the “Final Expiration Date”); (ii) the time at which the Rights are redeemed pursuant to the Tax Plan, (iii) the time at which the Rights are exchanged pursuant to the Tax Plan; (iv) the closing of any merger or other acquisition transaction involving the Company pursuant to an agreement as described in the penultimate paragraph of Section 1.3 of the Tax Plan; (v) the close of business on the effective date of the repeal of Section 382 of the Code if the Board determines that the Tax Plan is no longer necessary or desirable for the preservation of the Tax Attributes; or (vi) the close of business on the first day of a taxable year of the Company following a Board determination that no Tax Attributes may be carried forward or otherwise utilized. The Tax Plan adopted by the Board of Directors is similar to plans adopted by other publicly held companies with significant NOLs or other substantial tax benefits and is not designed to prevent any action that the Board of Directors determines to be in the best interest of the Company and its stockholders. At the Company’s 2023 annual meeting of stockholders held on May 24, 2023, the Company’s stockholders ratified the adoption of the Tax Plan. The Rights are in all respects subject to and governed by the provisions of the Tax Plan. The foregoing summary provides only a general description of the Tax Plan and does not purport to be complete. The Tax Plan, which specifies the terms of the Rights and includes as Exhibit A the Form of Certificate of Designation of Series A Junior Participating Preferred Stock of the Company and as Exhibit B the Form of Right Certificate, is attached to the Company’s Current Report on Form 8-K, which was filed with the SEC on March 1, 2023, as Exhibit 4.1 and is incorporated herein by reference. The foregoing summary should be read together with the entire Tax Plan and is qualified in its entirety by reference to the Tax Plan. Noncontrolling Interests Noncontrolling interests represent third-party ownership in the net assets of the Company’s consolidated subsidiaries and are presented as a component of equity. The Company’s noncontrolling interests as of December 31, 2023 and 2022 consists primarily of the outside ownership of subsidiaries in Africa. Accumulated Other Comprehensive Income (Loss) Certain of our international operations maintain their accounting records in the local currencies that are their functional currencies. For these operations, the functional currency financial statements are converted to United States dollar equivalents, with the effect of the foreign currency translation adjustment reflected as a component of accumulated other comprehensive income (loss). Accumulated other comprehensive income (loss) is included in equity in the accompanying consolidated balance sheets and consists of the cumulative currency translation adjustments associated with such international operations. In addition, the change in the fair value of the convertible note issued by CarbonFree Chemicals Holdings, LLC (“CarbonFree”), excluding the embedded option, is included in other comprehensive income (loss) in our consolidated statements of comprehensive income. The portion of our accumulated other comprehensive income (loss) attributable to the convertible note is subject to reclassifications to net income if or when we settle the CarbonFree convertible note. See Note 8 – “Investments” for further discussion of the convertible note. Income (Loss) per Common Share The calculation of basic and diluted earnings per share excludes losses attributable to noncontrolling interests. The calculation of basic earnings per share excludes any dilutive effects of equity awards. The calculation of diluted earnings per share includes the effect of equity awards, if dilutive, which is computed using the treasury stock method during the periods such equity awards were outstanding. See Note 16 – “Net Income (Loss) Per Share” for further discussion of shares outstanding. F-15 Foreign Currency Translation We have designated the Euro, the British pound, the Canadian dollar, and the Brazilian real as the functional currencies for our operations in Finland and Sweden, the United Kingdom, Canada, and Brazil, respectively. The United States dollar is the designated functional currency for all of our other significant non-U.S. operations. The cumulative translation effects of translating the applicable accounts from the functional currencies into the U.S. dollar at current exchange rates are included as a separate component of equity. Foreign currency exchange (gains) and losses are included in other (income) expense, net, and totaled $ 3.5 million, $( 1.1 ) million, and $( 1.4 ) million for the years ended December 31, 2023, 2022, and 2021, respectively. During 2021, we determined our business operations in Norway were primarily operating using the United States dollar. Effective July 1, 2021, the functional currency of our operations in Norway was changed from the Norwegian krone to the United States dollar. The remeasurement did not have a material impact on our consolidated financial position or results of operations. 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 – “Investments” and Note 14 - “Fair Value Measurements” for further discussion. Fair value measurements are also utilized on a nonrecurring basis in certain circumstances, such as in the allocation of purchase consideration for acquisition transactions to the assets and liabilities acquired, including intangible assets and goodwill (a Level 3 fair value measurement), the initial recording of our asset retirement obligations, and for the impairment of long-lived assets, including goodwill (a Level 3 fair value measurement). Supplemental Cash Flow Information Supplemental cash flow information from continuing and discontinued operations is as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Supplemental cash flow information (1) : Interest paid $ 19,171 $ 15,669 $ 14,347 Income taxes paid $ 4,782 $ 3,270 $ 2,100 December 31, 2023 2022 2021 (in thousands) Accrued capital expenditures $ 5,171 $ 4,901 $ 5,356 (1) Information for the year ended December 31, 2021 includes activity for CSI Compressco for January only. 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 currently used incurred loss methodology, which will result in the more timely recognition of losses on financial instruments not accounted for at fair value through net income. The provisions require credit impairments to be measured over the contractual life of an asset and developed with consideration for past events, current conditions, and forecasts of future economic information. Credit impairment will be accounted for as an allowance for credit losses deducted from the amortized cost basis at each reporting date. Updates at each reporting date after initial adoption will be recorded through selling, general, and F-16 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. 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, 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. NOTE 3 – DISCONTINUED OPERATIONS On January 29, 2021, we entered into the Purchase and Sale Agreement with Spartan pursuant to which we sold the general partner of CSI Compressco, including the IDRs in CSI Compressco and approximately 23.1 % of the outstanding limited partner interests in CSI Compressco. As a result of these transactions, we no longer consolidate CSI Compressco as of January 29, 2021. We recognized a primarily non-cash accounting gain of $ 120.1 million during the year ended December 31, 2021 related to the GP Sale. The gain, most of which was a function of CSI Compressco having a negative carrying value within our consolidated balance sheet due to our share of cumulative losses and distributions, is included in income (loss) from discontinued operations, net of taxes in our consolidated statement of operations. We also provided back-office support to CSI Compressco under a Transition Services Agreement until CSI Compressco completed a full separation from our back-office support functions during the first quarter of 2022. During the year ended December 31, 2023, we received $ 0.2 million from CSI Compressco for distributions, and paid $ 0.01 million to CSI Compressco for office rentals in Latin America. During the year ended December 31, 2022, we received $ 0.4 million from CSI Compressco for services provided under the Transition Services Agreement, distributions and other reimbursements, received $ 0.3 million from CSI Compressco for the sale of equipment, and paid $ 0.1 million to CSI Compressco for reimbursement of expenses. Our interest in CSI Compressco and the general partner represented substantially all of our Compression Division. A summary of financial information related to our discontinued operations is as follows: Reconciliation of the Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Loss from Discontinued Operations (In Thousands) Year Ended December 31, 2023 Offshore Services Cost of revenues $ 5 General and administrative expense 41 Other income, net ( 324 ) Income from discontinued operations attributable to TETRA stockholders $ 278 F-17 Year Ended December 31, 2022 Offshore Services Maritech Total General and administrative expense 31 — 31 Other expense, net — ( 226 ) ( 226 ) Pretax income (loss) from discontinued operations $ ( 31 ) $ 226 195 Income from discontinued operations attributable to TETRA stockholders $ 195 Year Ended December 31, 2021 Compression Offshore Services Total Revenue $ 18,968 $ — $ 18,968 Cost of revenues 11,471 ( 142 ) 11,329 General and administrative expense 2,766 ( 179 ) 2,587 Interest expense, net 4,336 — 4,336 Other expense, net 164 252 416 Pretax income from discontinued operations $ 231 $ 69 300 Pretax income on disposal of discontinued operations 120,137 Total pretax income from discontinued operations 120,437 Income tax provision 30 Income from discontinued operations 120,407 Income from discontinued operations attributable to noncontrolling interest ( 333 ) Income from discontinued operations attributable to TETRA stockholders $ 120,074 Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Statement of Financial Position (In Thousands) December 31, 2022 Offshore Services Maritech Total Carrying amounts of major classes of liabilities included as part of discontinued operations Trade payables $ 319 $ — $ 319 Accrued liabilities and other 506 95 601 Total liabilities associated with discontinued operations $ 825 $ 95 $ 920 See Note 11 - “Commitments and Contingencies” for further discussion of contingencies of discontinued operations. NOTE 4 — REVENUE FROM CONTRACTS WITH CUSTOMERS Our contract asset balances, primarily associated with customer documentation requirements, were $ 30.6 million, $ 33.1 million, and $ 20.5 million as of December 31, 2023, 2022, and 2021, respectively. Contract assets, along with billed trade accounts receivable, are included in trade accounts receivable in our consolidated balance sheets. Unearned income includes amounts in which the Company was contractually allowed to invoice prior to satisfying the associated performance obligations. Unearned income balances were $ 3.1 million, $ 1.8 million and $ 1.7 million as of December 31, 2023, 2022 and 2021, 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. During the years ended December 31, 2023 and 2022, we recognized approximately $ 1.8 million F-18 and $ 0.6 million, respectively, of revenue deferred in unearned income as of the beginning of each period. This amount is included in products sales and services revenues in our consolidated statements of operations. Revenue recognized during the year ended December 31, 2021 deferred as of the end of the preceding year was not significant. During the years ended December 31, 2023 , 2022, and 2021 , 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 17 - “Industry Segments and Geographic Information” . In addition, we disaggregate revenue from contracts with customers by geography based on the following table below: Year Ended December 31, 2023 2022 2021 (In Thousands) Completion Fluids & Products United States $ 147,843 $ 137,851 $ 96,291 International 165,187 135,522 123,357 $ 313,030 $ 273,373 $ 219,648 Water & Flowback Services United States $ 269,819 $ 254,113 $ 155,495 International 43,413 25,727 13,129 $ 313,232 $ 279,840 $ 168,624 Total Revenue United States $ 417,662 $ 391,964 $ 251,786 International 208,600 161,249 136,486 $ 626,262 $ 553,213 $ 388,272 NOTE 5 — INTANGIBLES The components of intangible assets and their related accumulated amortization are as follows: December 31, 2023 Gross Intangibles Accumulated Amortization Net Intangibles (In Thousands) Customer relationships $ 56,122 $ ( 30,191 ) $ 25,931 Trademarks and tradenames 4,581 ( 2,826 ) 1,755 Marketing rights 14,265 ( 13,421 ) 844 Other intangibles 5,673 ( 5,071 ) 602 Total intangibles $ 80,641 $ ( 51,509 ) $ 29,132 December 31, 2022 Gross Intangibles Accumulated Amortization Net Intangibles (In Thousands) Customer relationships $ 56,304 $ ( 27,331 ) $ 28,973 Trademarks and tradenames 4,519 ( 2,394 ) 2,125 Marketing rights 13,626 ( 12,600 ) 1,026 Other intangibles 5,502 ( 4,671 ) 831 Total intangibles $ 79,951 $ ( 46,996 ) $ 32,955 F-19 NOTE 6 — IMPAIRMENTS AND OTHER CHARGES Impairments of Inventory and Long-Lived Assets During 2023, we recorded a $ 2.1 million impairment of a facility lease in Scotland within our Completion Fluids & Products Division and 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 (a Level 3 fair value measurement) in accordance with the fair value hierarchy. During the second quarter of 2022, our Completion Fluids & Products and Water & Flowback Services Divisions each recorded certain inventory and long-lived tangible asset impairments. Our Water & Flowback Services Division recorded impairments, including $ 1.3 million of equipment, $ 0.2 million of inventory, and $ 0.5 million for land and buildings. The Completion Fluids & Products Division also recorded a $ 0.2 million impairment related to obsolete inventory. The inventory and equipment for both divisions are no longer expected to be used and were written down to zero or scrap value. The fair value of land and buildings of $ 0.4 million was estimated based on recent sales price per square acre or square foot of comparable properties (a Level 3 fair value measurement in accordance with the fair value hierarchy). During the fourth quarter of 2022, our Completion Fluids & Products and Water & Flowback Services Divisions recorded additional long-lived tangible asset impairments totaling $ 0.3 million and $ 0.1 million, respectively. The Completion Fluids & Products Division impairment relates to equipment that is no longer expected to be used and was written down to estimated scrap value. The long-lived tangible asset impairment recorded by the Water & Flowback Services Division in the fourth quarter of 2022 was a result of storm damage sustained to buildings in December 2022 and remediation work identified during the quarter. The fair value of land and buildings was adjusted to $ 0.2 million based on recent sales offers (a Level 3 fair value measurement in accordance with the fair value hierarchy). During 2021, we recorded an impairment charge of $ 0.6 million primarily related to idle equipment in our Canada office within our Water & Flowback Services Division. NOTE 7 – INVENTORIES Components of inventories are as follows: December 31, 2023 2022 (In Thousands) Finished goods $ 79,769 $ 60,481 Raw materials 8,329 3,734 Parts and supplies 6,868 6,432 Work in progress 1,570 1,466 Total inventories $ 96,536 $ 72,113 Finished goods inventories include newly manufactured CBFs as well as used brines that are repurchased from certain customers for recycling. F-20 NOTE 8 — INVESTMENTS Our investments as of December 31, 2023 and 2022, consist of the following: December 31, 2023 2022 (In Thousands) Investment in CSI Compressco $ 8,538 $ 6,967 Investment in CarbonFree 6,850 6,139 Investment in Standard Lithium 1,616 1,180 Other investments 350 — Total investments $ 17,354 $ 14,286 We continue to own approximately 3.7 % of the outstanding CSI Compressco common units (NASDAQ: CCLP) as of December 31, 2023. CarbonFree is a carbon capture company with patented technologies that capture CO 2 and mineralize emissions to make commercial, carbon-negative chemicals. We have an intellectual property joint development agreement in place with CarbonFree to evaluate potential new technologies. In December 2021, we invested $ 5.0 million in a convertible note issued by CarbonFree. Interest on the convertible note is capitalized into the convertible note annually in December. Our exposure to potential losses by CarbonFree is limited to our investment in the convertible note and associated interest. 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. See Note 14 - “Fair Value Measurements” for further information. NOTE 9 — LEASES We have operating leases for some of our transportation equipment, office space, warehouse space, operating locations, and machinery and equipment. We have finance leases for certain facility storage tanks and equipment rentals. Our leases have remaining lease terms ranging from 1 to 11 years. Some of our leases have options to extend for various periods, while some have termination options with prior notice of generally 30 days or six months . The office space, warehouse space, operating location leases, and machinery and equipment leases generally require us to pay all maintenance and insurance costs. Our corporate headquarters facility located in The Woodlands, Texas, was sold on December 31, 2012, pursuant to a sale and leaseback transaction. As a condition to the completion of the purchase and sale of the facility, the parties entered into a lease agreement for the facility having an initial lease term of 15 years, which is classified as an operating lease. Under the terms of the lease agreement, we have the ability to extend the lease for five successive five-year periods at base rental rates to be determined at the time of each extension. Components of lease expense, included in either cost of revenues or general and administrative expense based on the use of the underlying asset, are as follows (inclusive of lease expense for leases not included on our F-21 consolidated balance sheet based on our accounting policy election to exclude leases with a term of 12 months or less): Year Ended December 31, 2023 2022 2021 (In Thousands) Operating lease expense $ 13,053 $ 12,603 $ 12,905 Short-term lease expense 46,566 39,890 22,055 Finance lease cost: Amortization of right-of-use assets 232 177 — Interest on finance leases 112 135 — Total lease expense $ 59,963 $ 52,805 $ 34,960 Supplemental cash flow information: Year Ended December 31, 2023 2022 2021 (In Thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows - operating leases $ 13,293 $ 12,889 $ 12,962 Operating cash flows - finance leases $ 112 $ 135 $ — Financing cash flows - finance leases $ 1,695 $ 1,302 $ — Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 10,058 $ 5,524 $ 5,612 Finance leases $ 2,555 $ 3,261 $ — F-22 Supplemental balance sheet information: December 31, 2023 December 31, 2022 (In Thousands) Operating leases: Operating lease right-of-use assets $ 31,915 $ 33,818 Operating lease liabilities, current portion 9,101 7,795 Operating lease liabilities 27,538 28,108 Total operating lease liabilities $ 36,639 $ 35,903 Finance leases: Finance lease right-of-use assets $ 2,494 $ 2,834 Finance lease liabilities, current portion 828 1,332 Finance lease liabilities 1,828 464 Total finance lease liabilities $ 2,656 $ 1,796 Additional operating lease information: December 31, 2023 December 31, 2022 Weighted average remaining lease term: Operating leases 5.0 years 5.8 years Finance leases 2.5 years 1.3 years Weighted average discount rate: Operating leases 9.7 % 9.7 % Finance leases 9.3 % 9.3 % Future minimum lease payments by year and in the aggregate, under non-cancelable operating and finance leases with terms in excess of one year consist of the following at December 31, 2023: Operating Leases Finance Leases (In Thousands) 2024 $ 11,788 $ 1,040 2025 9,383 1,615 2026 8,899 144 2027 7,812 142 2028 2,293 92 Thereafter 6,590 15 Total lease payments 46,765 3,048 Less imputed interest ( 10,126 ) ( 392 ) Total lease liabilities $ 36,639 $ 2,656 The Company has subleases for a portion of its corporate headquarters facility and a facility in Europe. The leases and subleases are considered operating leases. For the years ended December 31, 2023, 2022, and 2021, F-23 we recognized sublease income of $ 1.2 million, $ 1.4 million, and $ 1.0 million, respectively. Future minimum sublease payments under non-cancelable subleases for two of our facilities were as follows at December 31, 2023: Sublease Payments (In Thousands) 2024 $ 1,376 2025 1,616 2026 1,415 2027 1,377 2028 923 Thereafter 4,158 Total sublease payments $ 10,865 NOTE 10 — LONG-TERM DEBT AND OTHER BORROWINGS Consolidated long-term debt consists of the following: December 31, Scheduled Maturity 2023 2022 (In Thousands) Term credit agreement (1) September 10, 2025 $ 157,505 $ 154,570 Asset-based credit agreement (2) May 31, 2025 — 1,885 Swedish credit facility December 31, 2024 — 3 Total debt 157,505 156,458 Less current portion — ( 3 ) Total long-term debt $ 157,505 $ 156,455 (1) Net of unamortized discount of $ 2.2 million and $ 3.4 million as of December 31, 2023 and 2022, respectively, and net of unamortized deferred financing costs of $ 3.3 million and $ 5.1 million as of December 31, 2023 and 2022, respectively. (2) Net of deferred financing costs of zero and $ 1.1 million as of December 31, 2023 and 2022, respectively. Deferred financing costs of $ 0.6 million as of December 31, 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 December 31, 2023 TETRA had $ 157.5 million outstanding, net of unamortized discounts and unamortized deferred financing costs, under the Term Credit Agreement. Borrowings under the Term Credit Agreement bear interest at a rate per annum equal to, at the option of TETRA, either (i) the standard overnight financing rate plus a margin of 6.25 % per annum or (ii) a base rate plus a margin of 5.25 % per annum. As of December 31, 2023, the interest rate per annum on borrowings under the Term Credit Agreement is 11.70 %. 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. As of December 31, 2023, the $ 163.1 million principal balance of the Term Credit Agreement was due on September 10, 2025 and we had no other scheduled debt maturities. The Company refinanced the Term Credit Agreement in January 2024. See Note 18 - “Subsequent Events” for further information. F-24 Asset-Based Credit Agreement As of December 31, 2023, TETRA had no balance outstanding and had $ 5.0 million in letters of credit against its asset-based lending agreement (“ABL Credit Agreement”). The ABL Credit Agreement provides for a senior secured revolving credit facility of up to $ 80 million, with a $ 20 million accordion. The credit facility is subject to a borrowing base to be determined by reference to the value of inventory and accounts receivable, and includes a sublimit of $ 20 million for letters of credit, a swingline loan sublimit of $ 11.5 million, and a $ 15 million sub-facility subject to a borrowing base consisting of certain trade receivables and inventory in the United Kingdom. The ABL Credit Agreement is subject to compliance with the covenants, borrowing base, and other provisions of the agreement that may limit borrowings. TETRA had availability of $ 68.8 million under this agreement as of December 31, 2023. 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) 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 December 31, 2023, 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 and Finland (“Swedish Credit Facility”). As of December 31, 2023, we had no balance outstanding and availability of approximately $ 5.0 million under the Swedish Credit Facility. During each year, all outstanding loans under the Swedish Credit Facility must be repaid for at least 30 consecutive days. Borrowings bear interest at a rate of 2.95 % per annum. The Swedish Credit Facility expired on December 31, 2023 and has been renewed by the Company through December 31, 2024. Any balance outstanding under the Swedish Credit Facility is included in accrued liabilities and other in our consolidated balance sheet. Finland Credit Agreement In January 2022, the Company entered into an agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”). As of December 31, 2023, we had $ 1.5 million of letters of credit outstanding against the Finland Credit Agreement. The Finland Credit Agreement has been renewed by the Company through January 31, 2025. Argentina Credit Facility 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”). During the year ended December 31, 2023, $ 1.9 million was borrowed and repaid under the Argentina Credit Facility, which expired in October 2023. Our credit agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments. As of December 31, 2023, we were in compliance with all covenants under the credit agreements. F-25 NOTE 11 — COMMITMENTS AND CONTINGENCIES Litigation We are named defendants in several lawsuits and respondents in certain governmental proceedings arising in the ordinary course of business. While the outcome of lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or other proceedings in excess of any amounts accrued has been incurred that is expected to have a material adverse impact on our financial condition, results of operations, or liquidity. We have a Bromine Requirements Sales Agreement (“Sales Agreement”) to purchase a certain volume of elemental bromine from LANXESS Corporation (formerly Chemtura Corporation) (“LANXESS”), included in Product Purchase Obligations below. LANXESS notified us of a proposed non-ordinary course increase to the price of bromine. After lengthy discussions, we and LANXESS were unable to reach an agreement regarding the validity of the proposed price increase; therefore, we filed for arbitration in May 2022 seeking declaratory relief, among other relief, declaring that the proposed price increase is invalid. In September 2022, LANXESS filed a counterclaim with the American Arbitration Association seeking declaratory relief, among other relief. On May 25, 2023, TETRA entered into the Third Amendment to Bromine Requirements Sales Agreement (the “Amendment”) with LANXESS. The Amendment has an effective date of April 1, 2023 and was entered into in connection with the entry into a settlement agreement in the Company’s arbitration with LANXESS. The Amendment provides for, among other things, revised volume requirements, pricing and related terms. On June 14, 2023, in light of the settlement agreement, and in response to the parties’ stipulated motion to dismiss, the arbitration panel issued an Order of Dismissal, which dismissed all claims in the arbitration with prejudice. 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 December 31, 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 $ 74.8 million, including $ 26.2 million for the year ending December 31, 2024, $ 22.7 million for the year ending December 31, 2025, $ 16.1 million for the year ending December 31, 2026, $ 7.4 million for the year ending December 31, 2027, and $ 2.4 million during the year ending December 31, 2028. Amounts purchased under these agreements for each of the years ended December 31, 2023, 2022, and 2021, was $ 46.9 million, $ 29.7 million, and $ 23.2 million, respectively. Contingencies of Discontinued Operations In early 2018, we closed the Maritech Asset Purchase and Sale Agreement (“Maritech APA") and Maritech Membership Interest Purchase Agreement (“Maritech MIPA”) with Orinoco Natural Resources, LLC (“Orinoco”) that together provided for the purchase by Orinoco of all of Maritech’s membership interests and remaining oil and gas properties and related assets. Under the Maritech APA, Orinoco assumed responsibility for all of Maritech’s decommissioning liabilities related to the leases sold to Orinoco (the “Orinoco Lease Liabilities”) and, under the Maritech MIPA, Orinoco assumed all other liabilities of Maritech, including the decommissioning liabilities associated with Maritech’s interests in oil and gas properties previously sold by Maritech and select infrastructure still operated by Maritech (the “Legacy Liabilities”), subject to certain limited exceptions unrelated to the decommissioning liabilities. To the extent that Maritech or Orinoco fails to satisfy decommissioning liabilities associated with any of the Orinoco Lease Liabilities or the Legacy Liabilities, we may be required to satisfy such liabilities under third party indemnity agreements and corporate guarantees that we previously provided to the U.S. Department of the Interior (“BSEE”) and other parties, respectively, for which costs may be significant. Pursuant to a Bonding Agreement entered into as part of these Orinoco transactions (the “Bonding Agreement”), Orinoco provided non-revocable performance bonds in an aggregate amount of $ 46.8 million to cover the performance by Orinoco and Maritech of the asset retirement obligations of Maritech (the “Initial Bonds”) and agreed to replace the Initial Bonds with other non-revocable F-26 performance bonds in the aggregate sum of $ 47.0 million (collectively, the “Replacement Bonds”). In the event Orinoco does not provide the Replacement Bonds, Orinoco is required to make certain cash escrow payments to us. Maritech has received decommissioning orders from BSEE and could receive additional decommissioning orders in the future. From time to time, we receive demand notices from third parties related to such corporate guarantees. While the ultimate outcome of such matters cannot be predicted at this time, if Maritech or other interest owners default on their decommissioning obligations, BSEE or third parties may seek to enforce corporate guarantees, in which event we could become liable, in certain scenarios, for part of such decommissioning obligations. The payment obligations of Orinoco under the Bonding Agreement were guaranteed by Thomas M. Clarke and Ana M. Clarke pursuant to a separate guaranty agreement (the “Clarke Bonding Guaranty Agreement”). Orinoco has not delivered the Replacement Bonds and neither it nor the Clarkes has made any of the agreed upon cash escrow payments; therefore, we filed a lawsuit against Orinoco and the Clarkes to enforce the terms of the Bonding Agreement and the Clarke Bonding Guaranty Agreement. Summary judgment was initially granted in favor of Orinoco and the Clarkes, which dismissed our claims against Orinoco under the Bonding Agreement and against the Clarkes under the Clarke Bonding Guaranty Agreement. We filed an appeal with the trial court and requested a new trial on the summary judgment or modification of the judgment. On November 5, 2019, the trial court signed an order granting our motion for a new trial and vacating the prior summary judgment order. The parties are awaiting direction from the court on a new scheduling order and/or trial setting. The Initial Bonds, which are non-revocable, remain in effect. If we become liable in the future for any decommissioning liability associated with any property covered by either an Initial Bond or Replacement Bond while such bonds are outstanding and the payment made to us under such bond is not sufficient to satisfy such liability, the Bonding Agreement provides that Orinoco will pay us an amount equal to such deficiency and if Orinoco fails to pay any such amount, such amount must be paid by the Clarkes under the Clarke Bonding Guaranty Agreement. Our financial condition and results of operations may be negatively affected if Orinoco or the Clarkes are unable to cover any such deficiency or if we become liable for a significant portion of the decommissioning liabilities. In early 2018, we also closed the sale of our Offshore Division to Epic Companies, LLC (“Epic Companies,” formerly known as Epic Offshore Specialty, LLC). Part of the consideration we received was a promissory note of Epic Companies in the original principal amount of $ 7.5 million (the “Epic Promissory Note”). At the end of August 2019, Epic Companies filed for bankruptcy and we recorded a reserve of $ 7.5 million for the full amount of the promissory note, including accrued interest, and certain other receivables in the amount of $ 1.5 million during the quarter ended September 30, 2019. The Epic Promissory Note became due on December 31, 2019 and neither Epic nor the Clarkes made payment. TETRA filed a lawsuit against the Clarkes on January 15, 2020 for breach of the promissory note guaranty agreement. In September 2020, the court granted TETRA’s Motion for Summary Judgment and entered Final Judgment in our favor, dismissing counterclaims by the Clarkes and awarding TETRA $ 7.9 million in damages. The Clarkes appealed the Final Judgment, and the court of appeals affirmed. Since obtaining the Final Judgment, TETRA has undertaken efforts to collect the judgment in Texas, Utah, Nevada, Massachusetts, and Georgia without success. TETRA continues to work on identifying potential Orinoco assets and/or engage with the Clarkes to resolve this dispute. We cannot provide any assurance the Clarkes will pay the judgment or that they will not file for bankruptcy protection. If the Clarkes do file for bankruptcy protection, we likely would be unable to collect all, or even a significant portion of, the judgment owed to us. NOTE 12 — CAPITAL STOCK Our Restated Certificate of Incorporation, as amended during 2017, authorizes us to issue 250,000,000 shares of common stock, par value $ .01 per share, and 5,000,000 shares of preferred stock, par value $ .01 per share. As of December 31, 2023, we had 130,079,173 shares of common stock outstanding, with 3,138,675 shares held in treasury, and no shares of preferred stock outstanding. The voting, dividend, and liquidation rights of the holders of common stock are subject to the rights of the holders of preferred stock. The holders of common stock are entitled to one vote for each share held. There is no cumulative voting. Dividends may be declared and paid on common stock as determined by our Board of Directors, subject to any preferential dividend rights of any then outstanding preferred stock. F-27 A summary of the activity of our common shares outstanding and treasury shares held for the three-year period ending December 31, 2023, is as follows: Common Shares Outstanding Year Ended December 31, 2023 2022 2021 At beginning of period 128,662,300 126,937,163 125,976,071 Exercise of common stock options, net 205,877 80,409 10,929 Grants of restricted stock, net (1) 1,210,996 1,644,728 950,163 At end of period 130,079,173 128,662,300 126,937,163 (1) Prior to 2019, we primarily granted restricted stock awards, which immediately impacted common shares outstanding. In contrast, during 2023, 2022 and 2021, we primarily granted restricted stock units which do not impact common shares outstanding until vesting. Vesting for restricted stock units began in 2020. Treasury Shares Held Year Ended December 31, 2023 2022 2021 At beginning of period 3,138,675 3,138,675 2,953,976 Shares received upon vesting of restricted stock, net — — 184,699 At end of period 3,138,675 3,138,675 3,138,675 Our Board of Directors is empowered, without approval of the stockholders, to cause shares of preferred stock to be issued in one or more series and to establish the number of shares to be included in each such series and the rights, powers, preferences, and limitations of each series. Because the Board of Directors has the power to establish the preferences and rights of each series, it may afford the holders of any series of preferred stock preferences, powers and rights, voting or otherwise, senior to the rights of holders of common stock. The issuance of the preferred stock could have the effect of delaying or preventing a change in control of the Company. Upon our dissolution or liquidation, whether voluntary or involuntary, holders of our common stock will be entitled to receive all of our assets available for distribution to our stockholders, subject to any preferential rights of any then outstanding preferred stock . NOTE 13 — EQUITY-BASED COMPENSATION AND OTHER Equity-Based Compensation We have various equity incentive compensation plans that provide for the granting of restricted common stock, options for the purchase of our common stock, and other performance-based, equity-based compensation awards to our executive officers, key employees, nonexecutive officers, and directors. Stock options are exercisable for periods of up to ten years . Compensation cost for all share-based payments is based on the grant date fair value and is recognized in earnings over the requisite service period. Total equity-based compensation expense before tax attributed to equity incentive compensation plans for the three years ended December 31, 2023, 2022, and 2021, was $ 10.6 million, $ 4.5 million, and $ 4.7 million, respectively, and is included in general and administrative expense. Stock Incentive Plans In May 2007, our stockholders approved the adoption of the TETRA Technologies, Inc. 2007 Equity Incentive Compensation Plan. In May 2008, our stockholders approved the adoption of the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan, which among other changes, resulted in an increase in the maximum number of shares authorized for issuance. In May 2010, our stockholders approved further amendments to the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan (renamed as the 2007 Long Term Incentive Compensation Plan) which, among other changes, resulted in an additional increase in the maximum number of shares authorized for issuance. Pursuant to the 2007 Long Term Incentive Compensation Plan, we were authorized to grant up to 5,590,000 shares in the form of stock options (including incentive stock options and nonqualified stock options); restricted stock; bonus stock; stock appreciation rights; and performance awards to employees, and non-employee directors. As of February 2017, no further awards may be granted under the TETRA Technologies, Inc. Amended and Restated 2007 Equity Incentive Compensation Plan. F-28 In May 2011, our stockholders approved the adoption of the TETRA Technologies, Inc. 2011 Long Term Incentive Compensation Plan. Pursuant to this plan, we were authorized to grant up to 2,200,000 shares in the form of stock options, restricted stock, bonus stock, stock appreciation rights, and performance awards to employees, and non-employee directors. On May 3, 2013, shareholders approved the TETRA Technologies, Inc. 2011 Long Term Incentive Compensation Plan that, among other things, increased the number of authorized shares to 5,600,000 . On May 3, 2016, shareholders approved the TETRA Technologies, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan which, among other things, increased the number of authorized shares to 11,000,000 . As of May 2018, no further awards may be granted under the TETRA Technologies, Inc. Third Amended and Restated 2011 Long Term Incentive Compensation Plan. In February 2018, the board of directors adopted the 2018 Inducement Restricted Stock Plan (“2018 Inducement Plan”). The 2018 Inducement Plan provides for grants of restricted stock up to a plan maximum of 1,000,000 shares. In May 2018, our stockholders approved the adoption of the TETRA Technologies, Inc. 2018 Equity Incentive Plan (“2018 Equity Plan”) and the TETRA Technologies, Inc. 2018 Non-Employee Director Equity Incentive Plan (“2018 Director Plan”). In May 2021, our stockholders approved the First Amended and Restated 2018 Equity Incentive Plan (the “Amended 2018 Equity Plan”), which amended the 2018 Equity Plan and terminated the 2018 Director Plan. Pursuant to the Amended 2018 Equity Plan, we are authorized to grant up to 11,865,000 shares in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, performance shares, other stock-based awards and cash-based awards to employees and non-employee directors. Stock Options We did not grant any stock options during the years ended December 31, 2023, 2022, and 2021. We have stock options outstanding for awards granted prior to 2021. The following is a summary of stock option activity for the year ended December 31, 2023: Shares Under Option Weighted Average Option Price Per Share Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value (In Thousands) (In Thousands) Outstanding at January 1, 2023 2,585 $ 6.50 Options canceled ( 15 ) $ 7.01 Options exercised ( 206 ) $ 4.16 Options expired ( 248 ) $ 10.37 Outstanding at December 31, 2023 2,116 $ 6.26 2.5 years $ 240 Expected to vest at December 31, 2023 2,116 $ 6.26 2.5 years $ 240 Exercisable at December 31, 2023 2,116 $ 6.26 2.5 years $ 240 Intrinsic value is the difference between the market value of our stock option multiplied by the number of stock options outstanding for those stock options where the market value exceeds their exercise price. The total intrinsic value of stock options exercised during the year ended December 31, 2023, was $ 0.3 million. There were approximately 206,000 , 80,000 , and 11,000 options exercised during the years ended December 31, 2023, 2022, and 2021, respectively. At December 31, 2023, total unrecognized compensation cost related to unvested stock options is not significant. F-29 Restricted Stock Restricted stock awards and restricted stock units are periodically granted to key employees, including grants for employment inducements, as well as to members of our Board of Directors. These awards historically have provided for vesting periods of up to three years . Non-employee director grants vest in full before the first anniversary of the grant. Upon vesting of restricted stock awards, shares are issued to award recipients. Restricted stock units may be settled in cash or shares at vest, as determined by the Compensation Committee or the Non-Executive Award Committee, as applicable. The following is a summary of activity for our outstanding restricted stock for the year ended December 31, 2023: Shares Weighted Average Grant Date Fair Value Per Share (In Thousands) Non-vested restricted stock outstanding at December 31, 2022 2,985 $ 2.73 Granted 2,747 $ 3.66 Vested ( 1,773 ) $ 2.65 Canceled/Forfeited ( 169 ) $ 3.38 Non-vested restricted stock outstanding at December 31, 2023 3,790 $ 3.41 Total compensation cost recognized for restricted stock was $ 10.6 million, $ 4.5 million, and $ 4.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. These amounts include $ 5.0 million and $ 2.4 million for the years ended December 31, 2023 and 2022, respectively, for the portion of awards under short-term incentive plans and long-term incentive plans that were or are expected to be settled with restricted stock awards. Total unrecognized compensation cost at December 31, 2023, related to restricted stock, is approximately $ 7.6 million which is expected to be recognized over a weighted-average remaining amortization period of 1.7 years. During the years ended December 31, 2023, 2022, and 2021, the total fair value of shares vested was $ 4.7 million, $ 5.5 million, and $ 5.5 million, respectively. During 2023, 2022, and 2021, we received zero , zero , and 184,699 shares, respectively, of our common stock related to the vesting of certain employee restricted stock. Such surrendered shares received by us are included in treasury stock. At December 31, 2023, net of options previously exercised pursuant to our various equity compensation plans, we have a maximum of 6,163,346 shares of common stock issuable pursuant to awards previously granted and outstanding and awards authorized to be granted in the future. 401(k) Plan We have a 401(k) retirement plan (the “Plan”) that covers substantially all employees and entitles them to contribute up to 70 % of their annual compensation, subject to maximum limitations imposed by the Internal Revenue Code. We match 50 % of each employee’s contribution up to 8 %. Participants will be 100 % vested in employer match contributions after 3 years of service. In addition, we can make discretionary contributions which are allocable to participants in accordance with the Plan. Total expense related to our 401(k) plan was $ 2.7 million, $ 2.3 million, and $ 0.5 million for the years ended December 31, 2023, 2022, and 2021, respectively. Deferred Compensation Plan We provide our officers, directors, and certain key employees with the opportunity to participate in an unfunded, deferred compensation program. There were 7 participants in the program at December 31, 2023. Under the program, participants may defer up to 100 % of their yearly total cash compensation. The amounts deferred remain our sole property, and we use a portion of the proceeds to purchase life insurance policies on the lives of certain of the participants. The insurance policies, which also remain our sole property, are payable to us upon the death of the insured. We separately contract with the participant to pay to the participant the amount of deferred compensation, as adjusted for gains or losses, invested in participant-selected investment funds. Participants may elect to receive deferrals and earnings at termination, death, or at a specified future date while still employed. Distributions while employed must be at least three years after the deferral election. The program is not qualified under Section 401 of the Internal Revenue Code. At December 31, 2023, the amounts payable under the plan approximated the value of the corresponding assets we owned. F-30 NOTE 14 — FAIR VALUE MEASUREMENTS Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date” within an entity’s principal market, if any. The principal market is the market in which the reporting entity would sell the asset or transfer the liability with the greatest volume and level of activity, regardless of whether it is the market in which the entity will ultimately transact for a particular asset or liability or if a different market is potentially more advantageous. Accordingly, this exit price concept may result in a fair value that may differ from the transaction price or market price of the asset or liability. Under U.S. GAAP, the fair value hierarchy prioritizes inputs to valuation techniques used to measure fair value. Fair value measurements should maximize the use of observable inputs and minimize the use of unobservable inputs, where possible. Observable inputs are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs may be needed to measure fair value in situations where there is little or no market activity for the asset or liability at the measurement date and are developed based on the best information available in the circumstances, which could include the reporting entity’s own judgments about the assumptions market participants would utilize in pricing the asset or liability. Financial Instruments Investments We retained an interest in CSI Compressco representing approximately 3.7 % of the outstanding common units as of December 31, 2023. In December 2021, we invested $ 5.0 million in a convertible note issued by CarbonFree. The Company receives cash and stock of Standard Lithium under the terms of its arrangements. 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 (a 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 changes in our investment in CarbonFree for the years ended December 31, 2023, 2022, and 2021 were as follows: Year Ended December 31, 2023 2022 2021 At beginning of period $ 6,139 $ 5,000 $ — Purchase of CarbonFree convertible note — — 5,000 Change in fair value of embedded option ( 16 ) 1,211 — Change in fair value of convertible note, excluding embedded option 727 ( 72 ) — At end of period $ 6,850 $ 6,139 $ 5,000 F-31 Derivative Contracts We are exposed to financial and market risks that affect our businesses. We have concentrations of credit risk as a result of trade receivables owed to us primarily by companies in the energy industry. We have currency exchange rate risk exposure related to transactions denominated in foreign currencies as well as to investments in certain of our international operations. As a result of our variable rate debt facilities, we face market risk exposure related to changes in applicable interest rates. Our financial risk management activities may at times involve, among other measures, the use of derivative financial instruments, such as swap and collar agreements, to hedge the impact of market price risk exposures. We entered into, and we may in the future enter into, short-term foreign currency forward derivative contracts with third parties as part of a program designed to mitigate the currency exchange rate risk exposure on selected transactions of certain foreign subsidiaries. Although contracts pursuant to this program will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts or qualify for hedge accounting treatment. Accordingly, any change in the fair value of these derivative instruments during a period will be included in the determination of earnings for that period. The fair values of foreign currency derivative instruments are based on quoted market values (a Level 2 fair value measurement). We did not have foreign currency derivative instruments outstanding as of December 31, 2023 or 2022. During the years ended December 31, 2023, 2022, and 2021, we recognized zero , $ 0.4 million, and less than $ 0.1 million of net losses, respectively, reflected in other income, net, associated with our foreign currency derivative program. A summary of significant recurring fair value measurements by valuation hierarchy as of December 31, 2023 and 2022, is 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 Dec 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 — — 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 Dec 31, 2022 (Level 1) (Level 2) (Level 3) (In Thousands) Investments in CSI Compressco $ 6,967 6,967 — — Investments in CarbonFree 6,139 — — 6,139 Investments in Standard Lithium 1,180 1,180 — — F-32 Impairments During 2023, we recorded a $ 2.1 million impairment of a facility lease in Scotland within our Completion Fluids & Products Division and 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 (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 TETRA's Term Credit Agreement, ABL Credit Agreement and Swedish Credit Agreement approximate their carrying amounts. NOTE 15 — INCOME TAXES The income tax provision attributable to continuing operations for the years ended December 31, 2023, 2022, and 2021, consists of the following: Year Ended December 31, 2023 2022 2021 (In Thousands) Current State $ 535 $ 130 $ 124 Foreign 6,419 2,898 2,031 6,954 3,028 2,155 Deferred State ( 41 ) 30 ( 4 ) Foreign ( 693 ) 507 ( 67 ) ( 734 ) 537 ( 71 ) Total tax provision $ 6,220 $ 3,565 $ 2,084 A reconciliation of the provision (benefit) for income taxes attributable to continuing operations, computed by applying the federal statutory rate to income (loss) before income taxes and the reported income taxes, is as follows: Year Ended December 31, 2023 2022 2021 (In Thousands) Income tax provision (benefit) computed at statutory federal income tax rates $ 6,657 $ 2,345 $ ( 3,091 ) State income taxes (net of federal benefit) 1,052 1,332 ( 386 ) Nondeductible expenses 1,399 1,270 710 Impact of international operations 1,285 1,955 ( 4,083 ) Valuation allowance ( 3,693 ) ( 2,980 ) 9,055 Other ( 480 ) ( 357 ) ( 121 ) Total tax provision $ 6,220 $ 3,565 $ 2,084 Income (loss) before taxes and discontinued operations includes the following components: Year Ended December 31, 2023 2022 2021 (In Thousands) Domestic $ 14,090 $ ( 1,002 ) $ ( 25,198 ) International 17,609 12,168 10,477 Total $ 31,699 $ 11,166 $ ( 14,721 ) F-33 We recognize interest and penalties related to uncertain tax positions in income tax expense. During the years ended December 31, 2023 and December 31, 2022, we recognized no interest and penalties and we recognized less than $ 0.1 million for the year ended December 31, 2021 of interest and penalties. As of December 31, 2023 and 2022, we had no unrecognized tax benefits. We do not expect a significant change to the unrecognized tax benefits during the next twelve months. We file tax returns in the U.S. and in various state, local, and non-U.S. jurisdictions. The following table summarizes the earliest tax years that remain subject to examination by taxing authorities in any major jurisdiction in which we operate: Earliest Open Tax Period United States – Federal 2012 United States – State and Local 2004 Non-United States Jurisdictions 2013 We use the liability method for reporting income taxes, under which current and deferred tax assets and liabilities are recorded in accordance with enacted tax laws and rates. Under this method, at the end of each period, the amounts of deferred tax assets and liabilities are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. 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. We considered all available evidence, both positive and negative, in determining whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of our deferred tax assets. In determining the need for a valuation allowance on our deferred tax assets we placed greater weight on recent and objectively verifiable current information, as compared to more forward-looking information that is used in valuating other assets on the balance sheet. While we have considered taxable income in prior carryback years, future reversals of existing taxable temporary differences, future taxable income, and tax planning strategies in assessing the need for the valuation allowance, there can be no guarantee that we will be able to realize our net deferred tax assets. Significant components of our deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows: December 31, 2023 2022 (In Thousands) Net operating losses $ 94,964 $ 105,131 Accruals 21,227 20,604 Depreciation and amortization for book in excess of tax expense 10,620 9,163 All other 10,585 10,512 Total deferred tax assets 137,396 145,410 Valuation allowance ( 116,834 ) ( 122,188 ) Net deferred tax assets $ 20,562 $ 23,222 Right of use asset $ 8,695 $ 8,049 Depreciation and amortization for tax in excess of book expense 5,224 8,612 Investment in Partnership 2,819 4,906 All other 5,193 3,693 Total deferred tax liabilities 21,931 25,260 Net deferred tax liabilities $ 1,369 $ 2,038 F-34 Deferred tax assets and liabilities are netted by jurisdiction in our consolidated balance sheets. Net deferred tax assets are included in other assets in our consolidated balance sheets. Deferred tax assets and liabilities netted by jurisdiction as of December 31, 2023 and 2022 are as follows: December 31, 2023 2022 (In Thousands) Deferred tax assets $ 910 $ — Deferred tax liabilities ( 2,279 ) ( 2,038 ) Net deferred tax liabilities $ ( 1,369 ) $ ( 2,038 ) We believe that it is more likely than not we will not realize all the tax benefits of the deferred tax assets within the allowable carryforward period. Therefore, an appropriate valuation allowance has been provided. The valuation allowance as of December 31, 2023 and 2022 primarily relates to federal deferred tax assets. The $ 5.4 million decrease in the valuation allowance during the year ended December 31, 2023 was primarily due to the decrease in deferred tax assets related to utilization of loss carryforwards. At December 31, 2023, we had federal, state, and foreign net operating loss carryforwards/carrybacks equal to approximately $ 75.8 million, $ 10.3 million, and $ 8.9 million, respectively. In those countries and states in which net operating losses are subject to an expiration period, our loss carryforwards, if not utilized, will expire at various dates from 2024 through 2043. Utilization of the net operating loss and credit carryforwards may be subject to a significant annual limitation due to ownership changes that have occurred previously or could occur in the future provided by Section 382 of the Internal Revenue Code. NOTE 16 — NET INCOME (LOSS) PER SHARE The following is a reconciliation of the weighted average number of common shares outstanding with the number of shares used in the computations of net income (loss) per common and common equivalent share: Year Ended December 31, 2023 2022 2021 (In Thousands) Number of weighted average common shares outstanding 129,568 128,082 126,602 Assumed exercise of restricted stock units and stock options 1,675 1,696 — Average diluted shares outstanding 131,243 129,778 126,602 The average diluted shares outstanding excludes the impact of certain outstanding equity awards of 1.8 million shares for the year ended December 31, 2021 as the inclusion of these shares would have been anti-dilutive due to the net loss from continuing operations recorded during the period. NOTE 17 — INDUSTRY SEGMENTS AND GEOGRAPHIC INFORMATION We manage our operations through two divisions: Completion Fluids & Products Division and Water & Flowback Services Division. We generally evaluate the performance of and allocate resources to our segments based on profit or loss from their operations before income taxes and nonrecurring charges, return on investment, and other criteria. Transfers between segments and geographic areas are priced at the estimated fair value of the products or services as negotiated between the operating units. “Corporate overhead” includes corporate general and administrative expenses, corporate depreciation and amortization, interest income and expense, and other income and expense. F-35 Summarized financial information concerning the business segments is as follows: Year Ended December 31, 2023 2022 2021 (In Thousands) Revenues from external customers Product sales Completion Fluids & Products Division $ 296,569 $ 258,745 $ 211,201 Water & Flowback Services Division 9,487 1,253 4,028 Consolidated $ 306,056 $ 259,998 $ 215,229 Services Completion Fluids & Products Division $ 16,461 $ 14,628 $ 8,447 Water & Flowback Services Division 303,745 278,587 164,596 Consolidated $ 320,206 $ 293,215 $ 173,043 Total revenues Completion Fluids & Products Division $ 313,030 $ 273,373 $ 219,648 Water & Flowback Services Division 313,232 279,840 168,624 Consolidated $ 626,262 $ 553,213 $ 388,272 Depreciation, amortization, and accretion Completion Fluids & Products $ 9,053 $ 7,455 $ 7,542 Water & Flowback Services 24,876 24,672 25,060 Corporate 400 692 900 Consolidated $ 34,329 $ 32,819 $ 33,502 Interest expense Completion Fluids & Products $ 230 $ 95 $ 44 Water & Flowback Services 339 144 7 Corporate 22,364 16,584 16,506 Consolidated interest expense 22,933 16,823 16,557 Consolidated interest income ( 584 ) ( 990 ) ( 180 ) Consolidated interest expense, net $ 22,349 $ 15,833 $ 16,377 Income (loss) before taxes and discontinued operations Completion Fluids & Products $ 78,314 $ 57,366 $ 54,981 Water & Flowback Services 25,724 15,732 ( 11,116 ) Interdivision eliminations — 11 12 Corporate (1) ( 72,339 ) ( 61,943 ) ( 58,598 ) Consolidated $ 31,699 $ 11,166 $ ( 14,721 ) (1) Amounts reflected include the following general corporate expenses: Year Ended December 31, 2023 2022 2021 (In Thousands) General and administrative expense $ 49,135 $ 45,077 $ 39,990 Depreciation, amortization, accretion, and impairments 1,177 692 1,032 Interest expense, net 22,790 17,041 17,483 Other general corporate (income) expense, net ( 763 ) ( 867 ) 93 Total $ 72,339 $ 61,943 $ 58,598 F-36 December 31, 2023 2022 (In Thousands) Total assets Completion Fluids & Products $ 249,911 $ 221,167 Water & Flowback Services 166,325 178,759 Corporate, other and eliminations 62,725 34,440 Consolidated $ 478,961 $ 434,366 Year Ended December 31, 2023 2022 2021 (In Thousands) Capital expenditures Completion Fluids & Products $ 11,073 $ 9,426 $ 3,828 Water & Flowback Services 26,571 30,431 13,620 Corporate 508 199 105 Discontinued operations — — 2,980 Consolidated $ 38,152 $ 40,056 $ 20,533 Summarized financial information concerning the geographic areas of our customers and in which we operate at December 31, 2023, 2022, and 2021, is presented below: Year Ended December 31, 2023 2022 2021 (In Thousands) Revenues from external customers United States $ 417,663 $ 391,964 $ 251,786 Europe 116,838 89,077 88,136 South America 57,700 30,560 10,473 Canada and Mexico 1,863 2,213 5,363 Africa 300 2,826 2,262 Middle East, Asia and other 31,898 36,573 30,252 Total $ 626,262 $ 553,213 $ 388,272 Transfers between geographic areas: Europe 87 15 195 Eliminations ( 87 ) ( 15 ) ( 195 ) Total revenues $ 626,262 $ 553,213 $ 388,272 As of December 31, 2023, no single customer represented more than 10% of our consolidated trade accounts receivables, net of allowance for credit losses. As of December 31, 2022, receivables from one customer represented more than 10% of our consolidated trade accounts receivables, net of allowance for credit losses. During each of the years ended December 31, 2023, 2022, and 2021, no single customer accounted for more than 10% of our consolidated revenues. F-37 December 31, 2023 2022 (In Thousands) Identifiable assets United States $ 318,501 $ 305,144 Europe 85,948 71,075 South America 57,440 51,448 Canada and Mexico 800 1,355 Africa 3,386 199 Middle East, Asia and other 12,886 5,145 Total identifiable assets $ 478,961 $ 434,366 NOTE 18 — SUBSEQUENT EVENTS The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K 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 described below. 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 “New Term Credit Agreement”) that refinanced the Company’s $ 163.1 million Term Credit Agreement outstanding as of December 31, 2023 and provided capital to advance the Company’s Arkansas bromine processing project. Pricing on the New 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 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. The maturity date of the New Term Credit Agreement is January 12, 2030. The Company expects to recognize an approximately $ 5.5 million loss in the first quarter of 2024 for costs deferred on the existing term loan as of December 31, 2023 and transaction costs. The New 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 New 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 New Term Credit Agreement) of not less than $ 50.0 million at all times. All obligations under the New 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 the Company’s Asset-Based Credit Agreement. Our New Term Credit Agreement requires us to offer to prepay a percentage of Excess Cash Flow (as defined in the New 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 New 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. F-38