What changed in this filing

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Item 1. Financial Statements

2025-04-29 compared with 2024-10-29 · 157 added, 306 removed, 433 unchanged (52% of the section changed)

5 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Product sales

9 unchanged sentences

Depreciation, amortization and accretion

8,837 8,578 26,367 25,705

Impairments and other charges

109 — 109 777

Insurance recoveries

— — — ( 2,850 )

Total cost of revenues

1 unchanged sentence

42,906 31,102

Exploration and pre-development costs — 3,775 — 6,836

General and administrative expense 24,134 22,298

1 unchanged sentence

Loss on debt extinguishment

Other income, net

( 715 ) ( 2,041 ) ( 2,241 ) ( 8,690 )

Income before taxes and discontinued operations

Other (income) expense, net

8,962 ( 3,978 )

Net income before taxes

Provision for income taxes

4,744 1,248 9,963 5,612

Income before discontinued operations 2,832 5,468 11,387 29,718

Discontinued operations:

Loss from discontinued operations, net of taxes

( 5,830 ) ( 48 ) ( 5,830 ) ( 68 )

Net income (loss)

( 2,998 ) 5,420 5,557 29,650

Loss attributable to noncontrolling interests

Net income (loss) attributable to TETRA stockholders

$ ( 2,998 ) $ 5,420 $ 5,560 $ 29,675

Basic net income (loss) per common share:

Income from continuing operations

$ 0.02 $ 0.04 $ 0.09 $ 0.23

Loss from discontinued operations

Net income attributable to TETRA stockholders

$ 4,049 $ 915

Net income (loss) attributable to TETRA stockholders

Basic net income per common share:

Net income attributable to TETRA stockholders

$ 0.03 $ 0.01

Weighted average basic shares outstanding 132,350 130,453

Diluted net income (loss) per common share:

Income from continuing operations

$ 0.02 $ 0.04 $ 0.09 $ 0.23

Loss from discontinued operations

( 0.04 ) — ( 0.04 ) —

Net income (loss) attributable to TETRA stockholders

Diluted net income per common share:

Net income attributable to TETRA stockholders

$ 0.03 $ 0.01

3 unchanged sentences

and Subsidiaries

Consolidated Statements of Comprehensive Income

Consolidated Statements of Comprehensive Income (Loss)

(In Thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

$ 4,049 $ 915

Net income (loss)

$ ( 2,998 ) $ 5,420 $ 5,557 $ 29,650

Foreign currency translation adjustment from continuing operations, net of taxes of $ 0 in 2025 and 2024

3,876 ( 1,634 )

Unrealized gain on investment in CarbonFree

556 146 788 474

Comprehensive income

916 2,816 6,110 29,840

Comprehensive loss attributable to noncontrolling interests — — 3 25

Comprehensive income attributable to TETRA stockholders

Reclassification of non-cash cumulative foreign currency translation adjustment loss to net income from dissolution of Canadian subsidiary

Unrealized gain on investment

Comprehensive income (loss) attributable to TETRA stockholders

$ 17,722 $ ( 482 )

4 unchanged sentences

(In Thousands)

September 30,

2025 December 31,

31 unchanged sentences

24,072 24,923

Deferred tax assets, net

97,181 98,149

Operating lease right-of-use assets

10 unchanged sentences

(In Thousands, Except Share Amounts)

September 30,

2025 December 31,

21 unchanged sentences

Common stock, par value 0.01 per share;

250,000,000 shares authorized at September 30, 2024 and December 31, 2023;

134,924,707 shares issued at September 30, 2024 and 133,217,848 shares issued at December 31, 2023

250,000,000 shares authorized at March 31, 2025 and December 31, 2024;

136,207,612 shares issued at March 31, 2025 and 134,951,081 shares issued at December 31, 2024

Additional paid-in capital

1 unchanged sentence

Treasury stock, at cost;

3,138,675 shares held at September 30, 2024 and December 31, 2023

3,138,675 shares held at March 31, 2025 and December 31, 2024

( 19,957 ) ( 19,957 )

23 unchanged sentences

— — — — — 4,049 — 4,049

Reclassification of non-cash cumulative foreign currency translation adjustment loss to net income from dissolution of Canadian subsidiary

— — — 9,516 — — — 9,516

Translation adjustment, net of taxes of $ 0

1 unchanged sentence

Other comprehensive income — — — — 281 — — 281

— — — — 237 — — 237

Comprehensive loss

Equity-based compensation

— 1,623 — — — — — 1,623

Other 11 ( 2,339 ) — — — — — ( 2,328 )

Balance at March 31, 2024

$ 1,343 $ 488,440 $ ( 19,957 ) $ ( 47,520 ) $ 892 $ ( 275,794 ) $ ( 1,257 ) $ 146,147

Net income (loss) for second quarter 2024

— — — — — 7,643 ( 3 ) 7,640

Translation adjustment,

net of taxes of $ 0

— — — ( 1,959 ) — — — ( 1,959 )

Other comprehensive loss

— — — — ( 5 ) — — ( 5 )

Comprehensive income

Equity-based compensation

Other 3 ( 48 ) — — — — — ( 45 )

Balance at June 30, 2024

— 1,860 — — — — — 1,860

Net loss for third quarter 2024

— — — — — ( 2,998 ) — ( 2,998 )

Translation adjustment,

net of taxes of $ 0

— — — 3,358 — — — 3,358

Other comprehensive income

— — — — 556 — — 556

Comprehensive income

Equity-based compensation — 1,481 — — — — — 1,481

Other 12 ( 1,158 ) — — — — — ( 1,146 )

Balance at September 30, 2024

Balance at March 31, 2025

$ 1,362 $ 493,424 $ ( 19,957 ) $ ( 39,565 ) $ 2,116 $ ( 164,376 ) $ ( 1,261 ) $ 271,743

9 unchanged sentences

$ 1,332 $ 489,156 $ ( 19,957 ) $ ( 45,886 ) $ 655 $ ( 276,709 ) $ ( 1,257 ) $ 147,334

Net income (loss) for first quarter 2023

Net income for first quarter 2024

— — — — — 915 — 915

3 unchanged sentences

— — — — 237 — — 237

Comprehensive income 7,575

Comprehensive loss

Equity-based compensation

3 unchanged sentences

$ 1,343 $ 488,440 $ ( 19,957 ) $ ( 47,520 ) $ 892 $ ( 275,794 ) $ ( 1,257 ) $ 146,147

Net income (loss) for second quarter 2023

— — — — — 18,215 ( 18 ) 18,197

Translation adjustment, net of taxes of $ 0

— — — 1,045 — — — 1,045

Other comprehensive income

— — — — 207 — — 207

Comprehensive income

Equity compensation expense — 1,507 — — — — — 1,507

Other 2 ( 52 ) — — — — ( 2 ) ( 52 )

Balance at June 30, 2023

$ 1,327 $ 481,448 $ ( 19,957 ) $ ( 46,525 ) $ 256 $ ( 278,238 ) $ ( 1,254 ) $ 137,057

Net income for third quarter 2023

— — — — — 5,420 — 5,420

Translation adjustment, net of taxes of $ 0

— — — ( 2,750 ) — — — ( 2,750 )

Other comprehensive income

— — — — 146 — — 146

Comprehensive income

Equity compensation expense — 1,396 — — — — — 1,396

Other 5 ( 135 ) — — — — ( 2 ) ( 132 )

Balance at September 30, 2023

$ 1,332 $ 482,709 $ ( 19,957 ) $ ( 49,275 ) $ 402 $ ( 272,818 ) $ ( 1,256 ) $ 141,137

(1) Equity-based compensation for the three months ended March 31, 2023 includes $ 2.3 million for a portion of short-term incentive compensation that was settled through grants of restricted stock units rather than cash.

See Notes to Consolidated Financial Statements

3 unchanged sentences

(In Thousands, Unaudited)

Nine Months Ended

September 30,

Three Months Ended

Operating activities:

Net income $ 4,049 $ 915

Reconciliation of net income to net cash provided by operating activities:

Reconciliation of net income to net cash provided by (used in) operating activities:

Depreciation, amortization and accretion

Impairments and other charges

(Gain) loss on investments

Gain on investments

( 257 ) ( 2,795 )

Equity-based compensation expense 1,860 1,623

(Recovery of) provision for credit losses

Recovery of credit losses

( 85 ) ( 115 )

Amortization and expense of financing costs 495 380

Loss on debt extinguishment

Insurance recoveries associated with damaged equipment — ( 2,850 )

Gain on sale of assets ( 113 ) ( 29 )

Other non-cash charges (credits)

Non-cash cumulative foreign currency translation adjustment loss from dissolution of Canadian subsidiary

Other non-cash credits

( 128 ) ( 553 )

4 unchanged sentences

Trade accounts payable and accrued expenses ( 9,277 ) ( 5,577 )

Other ( 3,184 ) 1,133

Net cash provided by operating activities

Net cash provided by (used in) operating activities

3,935 ( 13,816 )

1 unchanged sentence

Purchases of property, plant and equipment, net

Proceeds from sale of property, plant, and equipment 2,656 658

Proceeds from insurance recoveries associated with damaged equipment — 2,850

Purchase of investments

( 17,956 ) ( 15,827 )

Proceeds from sale of investments

Proceeds from sale of property, plant and equipment

Other investing activities 108 ( 172 )

Net cash used in investing activities ( 44,444 ) ( 28,918 )

Net cash provided by (used in) investing activities

1,345 ( 15,748 )

Financing activities:

4 unchanged sentences

Shares withheld for taxes on equity-based compensation ( 1,158 ) ( 2,339 )

Other financing activities

Net cash provided by (used in) financing activities

3 unchanged sentences

3,842 ( 16,546 )

Cash and cash equivalents at beginning of period 52,485 13,592

Cash, cash equivalents and restricted cash at beginning of period

37,208 52,485

Cash, cash equivalents and restricted cash at end of period

27 unchanged sentences

The information furnished reflects all normal recurring adjustments, which are, in the opinion of management, necessary to provide a fair statement of the results for the interim periods.

Operating results for the period ended September 30, 2024 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2024.

Operating results for the period ended March 31, 2025 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2025.

The accompanying unaudited consolidated financial statements have been prepared in accordance with Rule 10-01 of Regulation S-X for interim financial statements required to be filed with the U.S.

11 unchanged sentences

Our significant accounting policies are described in the notes to our consolidated financial statements for the year ended December 31, 2024 included in our 202 4 Annual Report .

Other than reporting restricted cash as described below, there have been no significant changes in our accounting policies or the application thereof during the third quarter of 2024.

Other than reporting restricted cash as described below, there have been no significant changes in our accounting policies or the application thereof during the first quarter of 2025.

Out-of-Period Correction

During the three months ended June 30, 2024, we discovered that we had not previously remeasured a prepaid tax balance denominated in a foreign currency at current rates, resulting in an overstatement of prepaid expenses and understatement of foreign exchange losses from 2018 through the current period.

We corrected this by making an out-of-period adjustment during the three months ended June 30, 2024, which reduced other income, net by $ 1.4 million and reduced net income per share attributable to TETRA stockholders by $ 0.01 in the consolidated statement of operations for the nine months ended September 30, 2024.

The Company assessed the impact of this out-of-period adjustment and concluded that it was not material to the financial statements previously issued for any interim or annual period, and the cumulative adjustment during the quarter ended June 30, 2024 is not expected to be material to the annual financial statements for 2024.

The out-of-period adjustment is included in the Water & Flowback Services Division results.

During the three months ended March 31, 2025, we recorded an adjustment to our deferred tax liability related to a correction to our 2024 tax provision.

This adjustment increased income tax benefit by $ 1.2 million and increased net income per share attributable to TETRA stockholders by $ 0.01 in the consolidated statement of operations for the three months ended March 31, 2025.

The Company assessed the impact of this out-of-period adjustment and concluded that it was not material to the financial statements previously issued for any interim or annual period, and the adjustment during the quarter ended March 31, 2025 is not expected to be material to the annual financial statements for 2025.

Restricted Cash

Restricted cash is classified as a current asset when it is expected to be repaid or settled in the next twelve-month period.

In connection with the May 2024 amendment to our ABL Credit Agreement, our former administrative agent required us to collateralize our outstanding letters of credit.

See Note 5 - “Long-Term Debt and Other Borrowings” for additional discussion of the ABL Amendment.

Restricted cash as of September 30, 2024 consists of $ 0.7 million to secure our outstanding letters of credit with our former administrative agent and is expected to terminate as the letters of credit expire by March 2025.

In connection with the May 2024 amendment to our ABL Credit Agreement, our former administrative agent required us to collateralize our outstanding letters of credit until the letters of credit expired in March 2025.

Restricted cash as of March 31, 2025 consists of less than $ 0.1 million held in escrow in connection with our Arkansas development.

Use of Estimates

4 unchanged sentences

We have rights to the brine underlying our approximately 40,000 gross acres of brine leases in the Smackover Formation in Southwest Arkansas, including rights to the bromine and lithium contained in the brine.

In June 2023, we entered into a memorandum of understanding (“MOU”) with Saltwerx LLC (“Saltwerx”), an indirect wholly owned subsidiary of ExxonMobil Corporation, relating to a newly formed Evergreen Unit known as the Evergreen Unit, and potential bromine and lithium production from brine produced from the unit.

In June 2023, we entered into a memorandum of understanding (“MOU”) with Saltwerx LLC (“Saltwerx”), an indirect wholly owned subsidiary of ExxonMobil Corporation, relating to the Evergreen Unit, and potential bromine and lithium production from brine produced from the unit.

We completed an initial preliminary economic assessment in early 2023 for the extraction of the brine and for a bromine processing plant.

On January 8, 2024, we announced the completion of a technical resources report for the Evergreen Unit in Arkansas.

During the three and nine months ended September 30, 2024, we capitalized approximately $ 8.7 million and $ 22.6 million, respectively, of costs associated with the development of our properties in Arkansas.

We recognized $ 3.8 million and $ 6.8 million of expenses during the three and nine months ended September 30, 2023, respectively, for exploration and pre-development costs representing expenditures incurred to evaluate potential future development of our lithium and bromine properties in Arkansas.

During the three months ended March 31, 2025 and March 31, 2024, we capitalized approximately $ 11.2 million and $ 4.1 million, respectively, of costs associated with the development of our properties in Arkansas.

Foreign Currency Translation

We have designated the Euro, the British pound, the Canadian dollar, the Brazilian real, and the Mexican peso as the functional currencies for our operations in Finland and Sweden, the United Kingdom, Canada, Brazil, and certain of our operations in Mexico, respectively.

The United States dollar is the designated functional currency for all of our other non-U.S.

The cumulative translation effects of translating the applicable accounts

from the functional currencies into the United States dollar at current exchange rates are included as a separate component of equity.

Foreign currency exchange losses are included in other (income) expense, net and totaled $ 0.5 million and $ 2.8 million during the three and nine months ended September 30, 2024, respectively, and less than $ 0.1 million and $ 0.3 million during the three and nine months ended September 30, 2023, respectively.

We have designated the Euro, the British pound, the Canadian dollar, 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 most of our other non-U.S.

The cumulative translation effects of translating the applicable accounts from the functional currencies into the United States dollar at current exchange rates are included as a separate component of equity.

Foreign currency exchange (gains) losses are included in other (income) expense, net and totaled $ 8.8 million and $( 0.2 ) million during the three months ended March 31, 2025 and March 31, 2024, respectively.

Foreign currency exchange losses during the three months ended March 31, 2025 include recognition of a $ 9.5 million cumulative foreign currency translation adjustment loss, which was reclassified from accumulated other comprehensive loss due to the dissolution of our former subsidiary in Canada during the three months ended March 31, 2025.

Fair Value Measurements

5 unchanged sentences

Supplemental cash flow information is as follows:

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

1 unchanged sentence

Income taxes paid $ 3,360 $ 433

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

(in thousands)

2 unchanged sentences

Standards not yet adopted

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which is intended to improve reportable segments disclosures in annual and interim financial statements, primarily through expanded disclosures of significant segment expenses.

ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim reporting periods beginning after December 15, 2024, with early adoption permitted.

In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40)” ("ASU 2024-03").

ASU 2024-03 requires additional disclosures about certain expenses included in the income statement, including purchases of inventory, employee compensation, intangible asset amortization and depreciation.

ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted.

The Company is currently evaluating the impact of ASU 2024-03 on its financial statements and related disclosures .

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

4 unchanged sentences

Revenue from Contracts with Customers

Our contract asset balances, primarily associated with contractual invoicing milestones and/or customer documentation requirements, were $ 26.3 million and $ 30.6 million as of September 30, 2024 and December 31, 2023, respectively.

Our contract asset balances, primarily associated with contractual invoicing milestones and/or customer documentation requirements, were $ 26.3 million and $ 30.4 million as of March 31, 2025 and December 31, 2024, 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 $ 0.6 million and $ 3.1 million as of September 30, 2024 and December 31, 2023, respectively, and vary based on the timing of invoicing and

performance obligations being met.

Unearned income balances were $ 0.6 million and $ 0.4 million as of March 31, 2025 and December 31, 2024, respectively, and vary based on the timing of invoicing and performance obligations being met.

Unearned income is included in accrued liabilities and other in our consolidated balance sheets.

We recognized approximately $ 3.4 million and $ 2.5 million during the three and nine months ended September 30, 2024, respectively, and $ 1.2 million and $ 1.6 million of revenue during the three and nine months ended September 30, 2023, respectively, deferred in unearned income as of the beginning of the period.

During the nine months ended September 30, 2024 and September 30, 2023, contract costs were not significant.

We recognized approximately $ 0.1 million and $ 0.1 million during the three months ended

March 31, 2025 and March 31, 2024, respectively, deferred in unearned income as of the beginning of the period.

During the three months ended March 31, 2025 and March 31, 2024, contract costs were not significant.

We disaggregate revenue from contracts with customers into Product Sales and Services within each segment, as noted in our two reportable segments in Note 9 - “Industry Segments.” In addition, we disaggregate revenue from contracts with customers by geography based on the following table below.

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(in thousands)

7 unchanged sentences

64,122 73,690

76,569 78,254 222,175 232,662

Total Revenue

3 unchanged sentences

$ 157,140 $ 150,972

(1) Includes $ 4.1 million of lease revenue described below for the three and nine months ended September 30, 2024.

Lease Revenue

During the three months ended September 30, 2024, in connection with the settlement of a revenue contract by our Water & Flowback Services division, we entered into an arrangement with a customer including an embedded sales-type lease.

Pursuant to this contract settlement, we recognized $ 7.4 million of revenues included in product sales revenues and including $ 4.1 million of revenues from the embedded lease.

We also recognized $ 3.0 million of cost, included cost of product sales in our consolidated statements of operations during the three and nine months ended September 30, 2024.

As of September 30, 2024, current lease receivables of $ 1.3 million and long-term lease receivables of $ 2.5 million are included in trade accounts receivable and other assets, respectively, in our consolidated balance sheets.

The long-term lease receivable is expected to be collected by the end of 2026.

NOTE 3 – INVENTORIES

Components of inventories as of September 30, 2024 and December 31, 2023 are as follows:

September 30, 2024 December 31, 2023

Components of inventories as of March 31, 2025 and December 31, 2024 are as follows:

March 31, 2025 December 31, 2024

(in thousands)

7 unchanged sentences

NOTE 4 – INVESTMENTS

Our investments as of September 30, 2024 and December 31, 2023 consist of the following:

September 30, 2024 December 31, 2023

Our investments as of March 31, 2025 and December 31, 2024 consist of the following:

March 31, 2025 December 31, 2024

(in thousands)

Investment in Kodiak

$ 13,063 $ 8,538

Investment in CarbonFree 6,805 6,850

Investment in Standard Lithium 1,016 1,168

Investment in KMX Technologies

Other investments

Total Investments $ 9,686 $ 28,159

(1) Kodiak Gas Services, Inc.

KGS) (“Kodiak”) acquired CSI Compressco LP (“CSI Compressco”) on April 1, 2024.

CarbonFree Chemicals Holdings LLC (“CarbonFree”) is a carbon capture company with patented technologies that capture CO 2 and mineralize emissions to make commercial, carbon-negative chemicals.

In December 2021, we invested $ 5.0 million in a convertible note issued by CarbonFree.

During the three month period ended March 31, 2024, the convertible note agreement was amended and, in connection with that amendment, note holders agreed to defer their right to electively convert the convertible notes to common units of CarbonFree (“CarbonFree Units”) for two years .

In exchange for the amendment, we received CarbonFree Units representing less than 1 % of the CarbonFree Units outstanding as of September 30, 2024.

The CarbonFree Units are not publicly traded and may not be offered, sold, transferred or pledged until such common units are registered pursuant to an effective registration statement or pursuant to an exemption from registration.

Our exposure to potential losses by CarbonFree is limited to our investment, including capitalized and accrued interest associated with the CarbonFree convertible note and CarbonFree Units.

KMX Technologies (“KMX”) is advancing wastewater treatment and accelerating energy storage with its direct lithium recovery enhancement processes through its proprietary membrane distillation technology.

During 2023, we invested $ 0.4 million in convertible notes issued by KMX.

During the three months ended September 30, 2024, these convertible notes converted into preferred units and we invested $ 1.0 million in additional preferred units.

We also received common units issued by KMX.

The KMX preferred units and common units are not publicly traded and may not be offered, sold, transferred or pledged until such preferred units or common units are registered pursuant to an effective registration statement or pursuant to an exemption from registration.

We are party to agreements whereby Standard Lithium Ltd.

SLI) (“Standard Lithium”) has the rights to produce and extract lithium in a portion of our Arkansas leases.

The Company received and currently holds 800,000 shares of common stock of Standard Lithium under the terms of its arrangements.

In January 2025, we sold our Kodiak Gas Services, Inc.

KGS) (“ Kodiak”) shares for proceeds of $ 19.0 million, net of transaction and broker fees.

During the three months ended March 31, 2025, we recorded a net gain of $ 0.6 million from the sale of our Kodiak shares.

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 received stock of Standard Lithium under the terms of the arrangements.

We also hold investments in convertible notes, common units and preferred units issued by two privately-held companies.

These convertible notes, common units and preferred units are not publicly traded and may not be offered, sold, transferred or pledged until such common units are registered pursuant to an effective registration statement or pursuant to an exemption from registration.

Our exposure to potential losses is limited to our investments, including capitalized and accrued interest associated with the convertible notes.

See Note 7 - “Fair Value Measurements” for further information.

NOTE 5 – LONG-TERM DEBT AND OTHER BORROWINGS

Consolidated long-term debt as of September 30, 2024 and December 31, 2023 consists of the following:

Scheduled Maturity September 30, 2024 December 31, 2023

Consolidated long-term debt as of March 31, 2025 and December 31, 2024 consists of the following:

Scheduled Maturity March 31, 2025 December 31, 2024

(in thousands)

2 unchanged sentences

Total long-term debt $ 180,095 $ 179,696

(1) Net of unamortized discount of $ 5.2 million and $ 2.2 million as of September 30, 2024 and December 31, 2023, respectively, and net of unamortized deferred financing costs of $ 5.1 million and $ 3.3 million as of September 30, 2024 and December 31, 2023, respectively.

(1) Net of unamortized discount of $ 4.8 million and $ 5.0 million as of March 31, 2025 and December 31, 2024, respectively, and net of unamortized deferred financing costs of $ 5.1 million and $ 5.3 million as of March 31, 2025 and December 31, 2024, respectively.

Term Credit Agreement

On January 12, 2024, the Company entered into a definitive agreement for a $ 265.0 million credit facility, consisting of a $ 190.0 million funded term loan and a $ 75.0 million delayed-draw term loan (collectively the “Term Credit Agreement”) that refinanced the Company’s prior credit facility outstanding as of December 31, 2023 and provided capital to advance the Company’s proposed Arkansas bromine processing project.

Pricing on the Term Credit Agreement is the secured overnight financing rate (“SOFR”) plus 5.75 %.

The Company is required to pay a

commitment fee on the unutilized commitments with respect to the delayed-draw term loan at the rate of 1.5 % per annum.

The interest rate per annum on borrowings under the Term Credit Agreement is 11.19 % as of September 30, 2024 and the maturity date of the Term Credit Agreement is January 1, 2030.

The Company used the net proceeds to repay in full the balance of its prior credit facility, with approximately $ 15.2 million of additional cash, net of discounts and transaction expenses.

In connection with the Term Credit Agreement, we incurred approximately $ 5.3 million of fees which were deferred and will be amortized over the term of the Term Credit Agreement.

As a result of termination of the prior credit facility, a loss of $ 5.5 million was recognized during the three-month period ended March 31, 2024 primarily for unamortized deferred financing costs.

The interest rate per annum on borrowings under the Term Credit Agreement is 10.17 % as of March 31, 2025 and the maturity date of the Term Credit Agreement is January 1, 2030.

The Term Credit Agreement includes a $ 75 million delayed-draw term loan available until January 12, 2026 to provide capital to advance our Arkansas bromine processing project.

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 Term Credit Agreement contains certain affirmative and negative covenants, including covenants that restrict the ability of the Company and certain of its subsidiaries to take certain actions including, among other things and subject to certain significant exceptions, the incurrence of debt, the granting of liens, engaging in mergers and other fundamental changes, the making of investments, entering into transactions with affiliates, the payment of dividends and other restricted payments, the prepayment of other indebtedness and the sale of assets.

The Term Credit Agreement also requires the Company to maintain a Leverage Ratio (as defined in the new term loan credit agreement) of not more than 4.0 to 1.0 as of the end of each fiscal quarter and Liquidity (as defined in the Term Credit Agreement) of not less than $ 50.0 million at all times.

The Term Credit Agreement also requires the Company to maintain a Leverage Ratio (as defined in the Term Credit Agreement) of not more than 4.0 to 1.0 as of the end of each fiscal quarter and Liquidity (as defined in the Term Credit Agreement) of not less than $ 50.0 million at all times.

All obligations under the Term Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions, by a security interest on substantially all of the property of the Company and its domestic subsidiaries, subject to the lien priorities set forth in the intercreditor agreement with the agent under our ABL Credit Agreement.

Our Term Credit Agreement requires us to offer to prepay a percentage of Excess Cash Flow (as defined in the Term Credit Agreement) within five business days of filing our Annual Report beginning with the financial statements for the year ending December 31, 2024.

Our Term Credit Agreement requires us to offer to prepay a percentage of Excess Cash Flow (as defined in the Term Credit Agreement) within five business days of filing our Annual Report.

The Term Credit Agreement includes customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross-default to other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of security interests or invalidity of loan documents, certain ERISA events, unsatisfied or unstayed judgments and change of control.

ABL Credit Agreement

On May 13, 2024, we entered into an amendment (the “ABL Amendment”) to the Asset-Based Lending agreement dated as of September 10, 2018 (as amended, the “ABL Credit Agreement”).

In connection with the ABL Amendment, Bank of America, N.A.

became successor administrative agent to JPMorgan Chase Bank, N.A.

Furthermore, approximately $ 0.6 million of fees were incurred in connection with the ABL Amendment, which were deferred and will be amortized over the term of the ABL Credit Agreement.

As of September 30, 2024, our ABL Credit Agreement provides, with certain restrictions, for a senior secured revolving credit facility of up to $ 100.0 million with a $ 25.0 million accordion.

As of March 31, 2025, we had no borrowings outstanding and $ 0.2 million letters of credit or guarantees under our ABL Credit Agreement.

Deferred financing costs of $ 1.0 million and $ 1.0 million as of March 31, 2025 and December 31, 2024, respectively, were classified as other long-term assets on the accompanying consolidated balance sheet as there was no outstanding balance on our ABL Credit Agreement.

As of March 31, 2025, our ABL Credit Agreement provides, with certain restrictions, for a senior secured revolving credit facility of up to $ 100.0 million with a $ 25.0 million accordion.

The credit facility is subject to a borrowing base determined monthly by reference to the value of inventory and accounts receivable, and includes a sublimit of $ 20.0 million for letters of credit, and a swingline loan sublimit of $ 11.5 million.

The ABL Credit Agreement matures on May 13, 2029.

As of September 30, 2024, we had no borrowings outstanding and $ 0.2 million letters of credit or guarantees under our ABL Credit Agreement.

Deferred financing costs of $ 0.8 million and $ 0.6 million as of September 30, 2024 and December 31, 2023, respectively, were classified as other long-term assets on the accompanying consolidated balance sheet as there was no outstanding balance on our ABL Credit Agreement.

Subject to compliance with the covenants, borrowing base, and other provisions of the ABL Credit Agreement that may limit borrowings, we had availability of $ 87.1 million under this agreement.

8 unchanged sentences

In January 2022, the Company entered into a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden (“Swedish Credit Facility”).

As of September 30, 2024, we had no balance outstanding and availability of approximately $ 4.9 million under the Swedish Credit Facility.

As of March 31, 2025, 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.

3 unchanged sentences

In January 2022, the Company also entered into an agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”).

As of September 30, 2024, there were $ 1.5 million of letters of credit outstanding against the Finland Credit Agreement.

As of March 31, 2025, there were $ 1.5 million of letters of credit outstanding against the Finland Credit Agreement.

The Finland Credit Agreement expires on January 31, 2026 and the Company intends to renew it annually.

Our credit agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments.

As of September 30, 2024, we are in compliance with all covenants under the credit agreements.

As of March 31, 2025, we are in compliance with all covenants under the credit agreements.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

1 unchanged sentence

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

There have been no material developments in our legal proceedings during the quarter ended September 30, 2024.

For additional discussion of our legal proceedings, please see our 2023 Annual Report and Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

There have been no material developments in our legal proceedings during the quarter ended March 31, 2025.

For additional discussion of our legal proceedings, please see our 202 4 Annual Report .

Product Purchase Obligations

4 unchanged sentences

We recognize a liability for the purchase of such products at the time we receive them.

As of September 30, 2024, 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 $ 69.5 million, including $ 3.3 million for the remainder of 2024, $ 26.1 million in 2025, $ 22.3 million in 2026, $ 15.5 million in 2027, and $ 2.3 million in 2028.

As of September 30, 2024, we also have commitments of $ 5.6 million related to long-lead infrastructure for our Completion Fluids & Products Division’s proposed bromine plant in Arkansas.

As of March 31, 2025, 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 $ 55.9 million, including $ 17.4 million for the remainder of 2025, $ 22.2 million in 2026, $ 15.4 million in 2027, and $ 0.9 million in 2028.

As of March 31, 2025, our Water & Flowback Services division had an obligation to purchase equipment for approximately $ 4.0 million during the year ending December 31, 2025.

As of March 31, 2025, we also have commitments of $ 23.8 million related to long-lead power infrastructure for our Completion Fluids & Products Division’s proposed bromine plant in Arkansas, including $ 10.3 million due during the remainder of 2025 and $ 13.5 million due over five years beginning after electric service is available.

Contingencies Related to Discontinued Operations

8 unchanged sentences

To date, no written response has been received.

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.

We filed a lawsuit against Orinoco and the Clarkes to enforce the terms of the Bonding

Agreement and the Clarke Bonding Guaranty Agreement.

The trial court initially granted summary judgment in favor of Orinoco and the Clarkes, dismissing 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 requesting 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.

In addition, Maritech and certain other interest owners have received decommissioning orders from BSEE and could receive additional decommissioning orders in the future.

Such decommissioning orders received by Maritech and other interest owners relate to asset retirement obligations for certain properties in the Gulf of Mexico.

Such decommissioning orders received by Maritech and other interest owners relate to asset retirement obligations for certain properties in the Gulf of America.

From time to time, we also receive demand notices from third parties related to certain corporate guarantees or other arrangements covering such decommissioning liabilities.

While the ultimate outcome of such matters cannot be predicted at this time, if Maritech or other interest owners default, BSEE or third parties may seek to enforce certain corporate guarantees or third party indemnity agreements against us for a portion of such decommissioning obligations, which may be significant.

With respect to certain properties in the Gulf of Mexico, we have been advised that the cost of the decommissioning work to plug and abandon certain wells is projected to be significantly higher than the approximately $ 10.7 million bond supporting the liability, which was put in place by Maritech and other interest owners based on earlier cost estimates.

On February 13, 2025, Arena Energy, LLC filed a complaint in U.S.

District Court for the Southern District of Texas seeking indemnification from us and Maritech for decommissioning costs related to a Maritech oil and gas platform in the Gulf of America.

We intend to vigorously defend against the claims brought by Arena Energy, LLC but we are presently unable to predict the duration, scope or result of this proceeding.

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 any payment made to us under such bond is insufficient to satisfy such liability, the Bonding Agreement provides that Orinoco will pay us an amount equal to such deficiency.

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 we become liable for a significant portion of the decommissioning liabilities and Orinoco or the Clarkes are unable to cover any such deficiency.

With respect to certain properties in the Gulf of America, we have been advised that the cost of the decommissioning work to plug and abandon certain wells is projected to be significantly higher than the approximately $ 10.7 million bond supporting the liability, which was put in place by Maritech and other interest owners based on earlier cost estimates.

We have also been advised more recently that Maritech’s prior working interest with respect those plugging and abandonment (“P&A”) costs are expected to exceed its share of the bond.

In September 2024, P&A operations commenced pursuant to a cost sharing agreement among certain parties for decommissioning certain properties in the Gulf of Mexico.

In September 2024, P&A operations commenced pursuant to a cost sharing agreement among certain parties for decommissioning certain properties in the Gulf of America.

While Maritech is not a party to this cost sharing agreement, a predecessor of Maritech has advised us that it expects to seek reimbursement from us for the portion of decommissioning costs it has contractually agreed to pay pursuant to the terms of the cost sharing agreement.

1 unchanged sentence

Additionally, we understand that in connection with the P&A operations being performed, Maritech and the other named obligees have made a demand on the related bond.

We have made efforts to protect Maritech’s proportionate share of the bond proceeds (approximately $ 3.9 million), including demanding that the surety

segregate or ensure that Maritech’s share is applied solely to satisfy its proportionate share of the decommissioning costs.

We accrued a liability of $ 5.8 million related to this obligation during the three months ended September 30, 2024.

We have made efforts to protect Maritech’s proportionate share of the bond proceeds (approximately $ 3.9 million), including demanding that the surety segregate or ensure that Maritech’s share is applied solely to satisfy its proportionate share of the decommissioning costs.

We accrued a liability of $ 5.8 million related to this obligation during the year ended December 31, 2024.

NOTE 7 – FAIR VALUE MEASUREMENTS

Financial Instruments

We retained an interest in CSI Compressco, which was acquired by Kodiak on April 1, 2024, and we received shares of Kodiak in exchange for our common units in CSI Compressco in connection with such acquisition.

In December 2021, we invested in a $ 5.0 million convertible note issued by CarbonFree.

During 2023, we invested $ 0.4 million in convertible notes issued by KMX.

During the three months ended September 30, 2024, these convertible notes converted into preferred units and we invested $ 1.0 million in additional preferred units.

We also received common units issued by KMX.

In addition, we receive stock of Standard Lithium under the terms of our arrangements as noted in Note 4 - “Investments.”

Our investments in Kodiak, Standard Lithium, and, formerly, CSI Compressco, are recorded in investments on our consolidated balance sheets based on the quoted market stock price (Level 1 fair value measurements).

The stock component of consideration received from Standard Lithium was initially recorded as unearned income based on the quoted market price at the time the stock is received, then recognized in income over the contract term.

Our investments in Kodiak 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 preferred units issued by KMX as of September 30, 2024 were recorded based on observable market-based inputs for preferred units issued to several investors during August and September 2024 (Level 2 fair value measurement).

Our investment in convertible notes and common units issued by CarbonFree and our investment in common units issued by KMX are recorded in our consolidated financial statements based on an internal valuations with assistance from a third-party valuation specialist (Level 3 fair value measurement).

We also hold investments in convertible notes, common units, and preferred units issued by two privately-held companies.

Our investment in certain preferred units were recorded based on observable market-based inputs for preferred units issued to several investors during August through October 2024 (Level 2 fair value measurement).

Our investment in convertible notes, common units, and certain preferred units are recorded in our consolidated financial statements based on internal valuations with assistance from a third-party valuation specialist (Level 3 fair value measurement).

The valuations are impacted by key assumptions, including the assumed probability and timing of potential debt or equity offerings.

The convertible note issued by CarbonFree includes an option to convert the note into equity interests issued by CarbonFree.

The change in the fair value of the embedded option, as well as the KMX preferred units and common units, are included in other (income) expense, net in our consolidated statements of operations.

The change in the fair value of the convertible note issued by CarbonFree, excluding the embedded option, is included in other comprehensive income (loss) in our consolidated statements of comprehensive income.

The change in our investments for the three-month and nine-month periods ended September 30, 2024 and 2023 are as follows:

Three Months Ended September 30, 2024

One of the convertible notes includes an option to convert the note into equity interests.

The change in the fair value of the embedded option, as well as the preferred units and common units, are included in other (income) expense, net in our consolidated statements of operations.

The change in the fair value of the convertible note, excluding the embedded option, is included in other comprehensive income (loss) in our consolidated statements of comprehensive income.

The change in our investments for the three-month periods ended March 31, 2025 and March 31, 2024 are as follows:

Three Months Ended March 31, 2025

Fair Value Measurements Using

6 unchanged sentences

$ 19,561 $ 1,388 $ 7,210 $ 28,159

Purchase of investments

— 1,000 21 1,021

Reclassification between Level 2 and Level 3 fair value

— 350 ( 350 ) —

Unrealized gain on equity securities

1,072 38 193 1,303

Unrealized loss on embedded option

— — ( 553 ) ( 553 )

Unrealized gain on convertible note, excluding embedded option

Investment balance at end of period

$ 14,351 $ 1,388 $ 7,015 $ 22,754

Three Months Ended September 30, 2023

Fair Value Measurements Using

Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Unobservable Inputs

(Level 1) (Level 3) Total

(in thousands)

Investment balance at beginning of period

$ 10,199 $ 6,519 $ 16,718

Purchase of investments

Unrealized loss on equity securities

( 707 ) — ( 707 )

Unrealized gain on embedded option

Unrealized gain on convertible note, excluding embedded option

Investment balance at end of period $ 9,492 $ 6,913 $ 16,405

Nine Months Ended September 30, 2024

Fair Value Measurements Using

Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs

(Level 1) (Level 2) (Level 3) Total

(in thousands)

Investment balance at beginning of period

$ 10,154 $ — $ 7,200 $ 17,354

Purchase of investments

Sale of investments

( 19,011 ) — — ( 19,011 )

2 unchanged sentences

Unrealized gain on equity securities

4,197 38 1,070 5,305

Unrealized loss on embedded option

3 unchanged sentences

$ 1,016 $ — $ 8,670 $ 9,686

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Fair Value Measurements Using

3 unchanged sentences

Investment balance at beginning of period $ 10,154 $ 7,200 $ 17,354

$ 8,147 $ 6,139 $ 14,286

Purchase of investments

Unrealized gain on equity securities 2,994 — 2,994

1,345 — 1,345

Unrealized loss on embedded option — ( 199 ) ( 199 )

— ( 50 ) ( 50 )

Unrealized gain on convertible note, excluding embedded option — 237 237

Investment balance at end of period $ 13,148 $ 7,238 $ 20,386

$ 9,492 $ 6,913 $ 16,405

Recurring fair value measurements by valuation hierarchy as of September 30, 2024 and December 31, 2023 are as follows:

Recurring fair value measurements by valuation hierarchy as of March 31, 2025 and December 31, 2024 are as follows:

Fair Value Measurements Using

Total as of Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs

Description September 30, 2024 (Level 1) (Level 2) (Level 3)

Total as of Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Unobservable Inputs

Description March 31, 2025 (Level 1) (Level 3)

(in thousands)

Investment in Kodiak

$ 13,063 $ 13,063 $ — $ —

Investment in CarbonFree 6,805 — — 6,805

Investment in Standard Lithium $ 1,016 $ 1,016 $ —

Investment in KMX Technologies

Other investments

8,670 — 8,670

4 unchanged sentences

(in thousands)

Investment in CSI Compressco

$ 8,538 $ 8,538 $ — $ —

Investment in CarbonFree 6,850 — — 6,850

Investment in Kodiak $ 18,393 $ 18,393 $ — $ —

Investment in Standard Lithium 1,168 1,168 — —

Investment in KMX Technologies

Other investments

8,598 — 1,388 7,210

Investments $ 28,159

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(in thousands)

9 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

March 31, 2025

Completion Fluids & Products Water & Flowback Services Corporate

(in thousands)

Revenues from external customers

Product sales

Completion Fluids & Products Division $ 61,451 $ 68,532 $ 229,223 $ 228,415

Water & Flowback Services Division 10,324 435 12,511 2,304

Consolidated $ 71,775 $ 68,967 $ 241,734 $ 230,719

Completion Fluids & Products Division $ 3,680 $ 4,678 $ 13,209 $ 12,059

Water & Flowback Services Division 66,245 77,819 209,664 230,358

Consolidated $ 69,925 $ 82,497 $ 222,873 $ 242,417

Total revenues

Completion Fluids & Products Division $ 65,131 $ 73,210 $ 242,432 $ 240,474

Water & Flowback Services Division 76,569 78,254 222,175 232,662

Consolidated $ 141,700 $ 151,464 $ 464,607 $ 473,136

Income (loss) before taxes and discontinued operations

Completion Fluids & Products Division $ 19,119 $ 16,932 $ 65,564 $ 67,330

Water & Flowback Services Division 4,674 8,475 8,551 22,869

Corporate Overhead (1)

Revenue $ 93,018 $ 64,122 $ — $ 157,140

Cost of product sales and services 54,315 50,250 — 104,565

Depreciation, amortization and accretion 2,177 6,880 94 9,151

Impairments and other charges — 518 — 518

General and administrative expense 6,683 5,735 11,716 24,134

Interest (income) expense, net ( 115 ) ( 7 ) 4,846 4,724

Other (income) expense, net ( 719 ) 9,634 47 8,962

Net income (loss) before taxes

$ 30,677 $ ( 8,888 ) $ ( 16,703 ) $ 5,086

Consolidated $ 7,576 $ 6,716 $ 21,350 $ 35,330

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

Capital expenditures $ 13,843 $ 4,064 $ 49 $ 17,956

March 31, 2025

Total assets $ 318,848 $ 162,365 $ 132,872 $ 614,085

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

March 31, 2024

Completion Fluids & Products Water & Flowback Services Corporate

(in thousands)

Revenue $ 77,282 $ 73,690 $ — $ 150,972

Cost of product sales and services 48,464 62,650 — 111,114

Depreciation, amortization and accretion 2,387 6,288 81 8,756

General and administrative expense 6,693 4,503 11,102 22,298

Depreciation and amortization 93 101 258 303

Impairments and other charges 109 — 109 777

Interest expense, net

6,043 5,755 18,440 17,029

Interest (income) expense, net ( 269 ) 76 6,145 5,952

Loss on debt extinguishment — — 5,535 5,535

Other general corporate income, net

Other (income) expense, net 215 ( 548 ) ( 3,645 ) ( 3,978 )

Net income (loss) before taxes

$ 19,792 $ 721 $ ( 19,218 ) $ 1,295

Total $ 16,217 $ 18,691 $ 52,765 $ 54,869

Capital expenditures $ 7,705 $ 8,045 $ 77 $ 15,827

December 31, 2024

Total assets $ 290,788 $ 158,475 $ 155,932 $ 605,195

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements