What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-07-29 compared with 2025-04-29 · 119 added, 138 removed, 276 unchanged (48% of the section changed)

8 unchanged sentences

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

Consolidated revenue for the first three months of 2025 of $157.1 million increased compared to the prior year due to strong results from our Completion Fluids & Products Division, which offset expected weaker United States onshore activity in our Water & Flowback Services Division.

Completion Fluids & Products Division revenues for the first three months of 2025 increased compared to both the last three months of 2024 and the first three months of 2024, led by deepwater Gulf of America as we completed the first of the three scheduled CS Neptune wells and made significant progress on the second well.

TETRA CS Neptune fluids projects are historically higher revenue and margin projects.

The Completion Fluids & Products division also benefited from an early start to the seasonally strong calcium chloride business in Northern Europe in the first quarter, for which we expect to continue to benefit through the second quarter.

We also expect to begin the multi-year deep water completion fluids contract in Brazil during the second quarter.

Our Water & Flowback Services revenues decreased slightly compared to the last three months of 2024 and decreased 13.0% compared to the first three months of 2024, reflecting weaker onshore activity in the United States, as well as lower service revenues following the sale of early production facilities in Latin America in 2024.

Water & Flowback Services gross profit margins were relatively flat despite much lower customer activity levels as our cost control actions and continued focused on automation contributed to stable margins in a weaker environment.

We remain committed to pursuing low-carbon energy initiatives that leverage our completion fluids and aqueous chemistry core competencies, our significant bromine and lithium assets and technologies, and our leading calcium chloride production capabilities.

In August 2024, we published a definitive feasibility study and updated our technical resources report with respect to bromine from our Evergreen Brine Unit.

Consolidated revenue for the first six months of 2025 of $331.0 million increased compared to the prior year due to strong results from our Completion Fluids & Products Division, which offset expected weaker United States onshore activity in our Water & Flowback Services Division.

Completion Fluids & Products Division revenues for the first six months of 2025 increased compared to both the first three months of 2025 and the first six months of 2024, led by deepwater Gulf of America as we completed the three-well CS Neptune project.

The Completion Fluids & Products division also benefited from the seasonally strong industrial chemicals calcium chloride business.

Our Water & Flowback Services revenues increased slightly compared to the first three months of 2025 and decreased 11.7% compared to the first six months of 2024, reflecting lower onshore activity in the United States, as well as lower service revenues following the sale of early production facilities in Latin America in 2024.

Water & Flowback Services gross profit margins decreased reflecting the lower onshore activity, as well as costs to close underperforming service lines in the United States.

We continue to take proactive actions to reduce costs, right size our support structure, minimize capital expenditures and close underperforming service lines within Water & Flowback Services.

We remain committed to pursuing initiatives that leverage our completion fluids and fluids chemistry expertise, our significant bromine and lithium assets and technologies, and our leading calcium chloride production capabilities.

In 2024, we published a definitive feasibility study and updated our technical resources report with respect to bromine from our Evergreen Brine Unit.

We have ongoing negotiations with various bromine providers for bridging supply agreements that, if and when finalized, will give us flexibility on the timing of a plant start-up, allowing us to accumulate additional cash from our existing base business.

1 unchanged sentence

If and when the bridging supply agreement is finalized, we will announce our revised Arkansas investment and timing plans.

We continue to advance our development efforts in Arkansas and anticipate this continue throughout the duration of 2025.

We are prioritizing our strategic initiatives on projects that can immediately impact our near-term results, focused on TETRA CS Neptune fluids in the Gulf of America, TETRA PureFlow+ electrolyte shipments and our recently announced TETRA Oasis Total Desalination Solution ("TDS"), an end-to-end water treatment and desalination solution for re-use and mineral extraction applications for produced water from oil and gas wells.

We are commencing a pilot project that is expected to begin in the first half of 2025 and includes a rangeland grass growth study in a greenhouse using TDS processed water.

We continue to advance our development efforts in Arkansas and we expect to complete the first phase of the project by year end, including site preparation and installation of the bromine tower.

We are prioritizing our strategic initiatives on projects that can immediately impact our near-term results, focused on TETRA CS Neptune fluids in the Gulf of America, TETRA PureFlow+ electrolyte and our TETRA Oasis Total Desalination Solution ("TDS"), an end-to-end water treatment and desalination solution for re-use and mineral extraction applications for produced water from oil and gas wells.

Following the commercial announcement of our Oasis TDS water desalination technology, we engaged a third-party firm and launched the engineering design of a first commercial plant.

This step will facilitate commercial discussions for the multiple clients that have visited our research center to gain insight into Oasis and executed non-disclosure agreements (“NDAs”).

We are very encouraged by our prospects to provide a solution that will enable the industry to desalinate and reuse produced water for agricultural, industrial, and other beneficial purposes.

Results of Operations

1 unchanged sentence

The analysis herein reflects the optional approach to discuss results of operations on a sequential-quarter basis, which we believe provides information that is most useful in assessing our quarterly results of operations.

Three months ended March 31, 2025 compared with three months ended December 31, 2024.

Three months ended June 30, 2025 compared with three months ended March 31, 2025.

Consolidated Comparisons

Three Months Ended Period to Period Change

March 31, December 31, $ Change % Change

June 30, March 31, $ Change % Change

(in thousands, except percentages)

9 unchanged sentences

(645) 8,962 9,607 NM (1)

Income before taxes and discontinued operations

5,086 7,392 (2,306) (31.2) %

Income before taxes and discontinued operations as a percentage of revenue

Provision (benefit) for income taxes

1,037 (94,841) 95,878 (101.1) %

Net income before discontinued operations

4,049 102,233 (98,184) (96.0) %

Discontinued operations:

Income from discontinued operations, net of taxes

Income before taxes

19,436 5,086 14,350 282.1 %

Income before taxes as a percentage of revenue

Provision for income taxes

8,131 1,037 7,094 684.1 %

Loss attributable to noncontrolling interests — 1 (1) 100.0 %

Net income attributable to TETRA stockholders

1 unchanged sentence

(1) Percent change is not meaningful

Consolidated revenues increased between the current and previous quarters primarily due to higher activity for the Completion Fluids & Products division, driven by increased pricing and volume sales in the Northern European industrial chemicals market.

Consolidated revenues increased sequentially primarily due to higher activity for the Completion Fluids & Products division, led by deepwater Gulf of America as we completed the three-well CS Neptune project and the seasonally stronger industrial chemicals calcium chloride business in Northern Europe.

See Divisional Comparisons section below for a more detailed discussion of the change in our revenues.

Consolidated gross profit increased primarily due to stronger activity levels from the Completion Fluids & Products Division driven by the first CS Neptune well and an early start to the seasonal calcium chloride business in Northern Europe.

Consolidated gross profit increased primarily due to stronger activity levels from the Completion Fluids & Products Division, partially offset by weaker margins from our Water & Flowback Services Divisions.

See Divisional Comparisons section below for additional discussion.

Consolidated interest expense, net decreased compared to the prior quarter primarily due to an increase in the interest expense capitalized for our Arkansas development.

Consolidated other (income) expense, net, changed compared to the prior quarter primarily due to a $7.8 million increase in foreign exchange losses, including recognition of $9.5 million cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada, partially offset by increased foreign exchange gains in Brazil.

Consolidated other (income) expense, net also includes a $4.8 million net decrease in unrealized gains on investments.

Consolidated provision for income tax was $1.0 million expense during the current quarter, compared to $94.8 million benefit during the prior quarter.

The change in our tax provision compared to the prior quarter tax benefit was primarily due to the reversal of the valuation allowance related to our United States deferred tax assets (federal and state) during the prior quarter.

Our consolidated effective tax rate for the three months ended March 31, 2025 was 20.4%, which approximates our statutory tax rate in the United States.

Consolidated other (income) expense, net, changed compared to the prior quarter primarily due to recognition of the $9.5 million cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada in the first quarter, as well as increased foreign exchange gains in Brazil.

Consolidated other (income) expense, net also includes a $0.6 million net increase in unrealized losses on investments.

Consolidated provision for income tax was $8.1 million expense during the current quarter, compared to $1.0 million expense during the prior quarter.

The change in our tax provision compared to the prior quarter was primarily due to the higher income before taxes and the $1.2 million out-of-period tax benefit recognized in the prior quarter.

Our consolidated effective tax rate for the three months ended June 30, 2025 was 41.8%.

Divisional Comparisons

1 unchanged sentence

Three Months Ended Period to Period Change

March 31, December 31, $ Change % Change

June 30, March 31, $ Change % Change

(in thousands, except percentages)

5 unchanged sentences

General and administrative expense as a percentage of revenue

Interest (income) expense, net

Interest income, net

(302) (115) 187 162.6 %

Other (income) expense, net (719) 871 (1,590) (182.5) %

Net income before taxes and discontinued operations

Other income, net (94) (719) 625 86.9 %

Net income before taxes

$ 38,133 $ 30,677 $ 7,456 24.3 %

Net income before taxes and discontinued operations as a percentage of revenue

Net income before taxes as a percentage of revenue

34.8 % 33.0 %

Revenues for our Completion Fluids & Products Division increased driven by completion of the first of the three scheduled CS Neptune wells.

We also benefited from an early start to the seasonally strong calcium chloride business in Northern Europe.

Revenues for our Completion Fluids & Products Division increased due to the successful completion of the final two TETRA CS Neptune wells in the Gulf of America, the seasonally strong calcium chloride business in Northern Europe, higher completion fluids sales in South America and higher TETRA PureFlow+ electrolyte sales in the United States.

Gross profit for our Completion Fluids & Products Division increased compared to the prior quarter primarily due to the increase in revenues mentioned above.

Profit margins improved as CS Neptune fluids generate higher margins than other projects.

Profit margins improved primarily due to the effect of changes in product mix, including the higher-margin CS Neptune fluid sales, which generate higher margins than other projects.

Our profitability in future periods will continue to be affected by the mix of our products and services, market demand for our products and services, and drilling and completions activity.

Completion Fluids & Products Division general and administrative expense increased $0.7 million, primarily due to a $0.3 million increase in compensation expense including short-term incentive compensation and a $0.3 million increase in professional services fees.

Other expense, net increased primarily due to a $1.7 million increase in foreign exchange gain, primarily in Brazil.

Other income, net decreased primarily due to a $0.7 million decrease in foreign exchange gains, primarily in Brazil.

Water & Flowback Services Division

Three Months Ended Period to Period Change

March 31, December 31, $ Change % Change

June 30, March 31, $ Change % Change

(in thousands, except percentages)

4 unchanged sentences

General and administrative expense as a percentage of revenue

Interest income, net

Interest (income) expense, net

13 (7) 20 NM (1)

Other expense, net

144 9,634 (9,490) (98.5) %

Other (income) expense, net 9,634 (275) 9,909 NM (1)

Net income (loss) before taxes and discontinued operations

Net loss before taxes

$ (1,271) $ (8,888) $ 7,617 85.7 %

Net income (loss) before taxes and discontinued operations as a percentage of revenue

Net loss before taxes as a percentage of revenue

(2.0) % (13.9) %

(1) Percent change is not meaningful

Revenues for our Water & Flowback Services Division declined slightly compared to the prior quarter, primarily due to lower overall customer activity in the North America onshore business.

Gross profit for our Water & Flowback Services Division remained comparable to the previous quarter as our cost control actions and continued focused on automation contributed to stable margins in a weaker environment.

The Water & Flowback Services Division net loss before taxes and discontinued operations this quarter compared to a gain from the previous quarter is primarily due to recognition of a $9.5 million cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada and a $1.2 million increase in general and administrative expense due to an increase in compensation expense.

Revenues for our Water & Flowback Services Division increased slightly compared to the prior quarter driven by resilience in our international business and increased flowback activity from improving SandStorm and Auto-Drillout utilization in key markets in the United States despite an overall decline in United States onshore activity.

Gross profit for our Water & Flowback Services Division declined reflecting the weaker environment and costs to close underperforming service lines in the United States.

The Water & Flowback Services Division decrease in net loss before taxes compared to the prior quarter is primarily due recognition of a $9.4 million cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada in the first quarter and a $0.9 million decrease in general and administrative expense from cost reduction efforts, partially offset by lower gross profit.

Corporate Overhead

Three Months Ended Period to Period Change

March 31, December 31, $ Change % Change

June 30, March 31, $ Change % Change

(in thousands, except percentages)

3 unchanged sentences

Other (income) expense, net (695) 47 742 NM (1)

Net loss before taxes and discontinued operations

Net loss before taxes

$ (17,426) $ (16,703) $ 723 4.3 %

(1) Percent change is not meaningful

Corporate overhead net loss before taxes and discontinued operations increased compared to the prior quarter is primarily due to a $4.7 million decrease in unrealized gains related to unit price changes of our investment in Kodiak, which we sold in January 2025.

Kodiak acquired CSI Compressco LP (“CSI Compressco”) in April 2024.

Three months ended March 31, 2025 compared with three months ended March 31, 2024.

Corporate overhead net loss before taxes increased compared to the prior quarter primarily due to a $1.8 million increase in general and administrative expenses due to increased wage and benefit related expenses to support higher activity levels in certain service lines, and an increase in other expense due to a $0.6 million increase in unrealized losses on investments.

These were partially offset by a $0.9 million increase in foreign exchange gains on intercompany dividends and foreign currency hedges.

Six months ended June 30, 2025 compared with six months ended June 30, 2024.

Consolidated Comparisons

Three Months Ended

March 31, Period to Period Change

Six Months Ended

June 30, Period to Period Change

2025 2024 $ Change % Change

11 unchanged sentences

Other (income) expense, net

8,962 (3,978) (12,940) (325.3) %

8,317 (1,526) (9,843) NM (1)

Net income before taxes 24,522 13,774 10,748 78.0 %

5,086 1,295 3,791 292.7 %

Net income before taxes as a percentage of revenue

1 unchanged sentence

9,168 5,219 3,949 75.7 %

Net income 15,354 8,555 6,799 79.5 %

Loss attributable to noncontrolling interests

— 3 (3) (100.0) %

Net income attributable to TETRA stockholders $ 15,354 $ 8,558 $ 6,796 79.4 %

2 unchanged sentences

See Divisional Comparisons section below for a more detailed discussion of the change in our revenues.

Consolidated gross profit increased in the current year primarily due to strong margins from our Completion Fluids & Products and stable margins from our Water & Flowback Services Divisions.

Consolidated general and administrative expenses increased compared to the prior year due to higher professional services and other expenses.

Interest expense, net decreased $1.2 million due to an increase in the interest expense capitalized for our Arkansas development as well as lower interest rates on our Term Credit Agreement.

Consolidated gross profit increased in the current year primarily due to strong margins from our Completion Fluids & Products, partially offset by weaker margins from our Water & Flowback Services Divisions.

Consolidated general and administrative expenses increased compared to the prior year due to higher professional services, compensation and other expenses.

Interest expense, net decreased $3.2 million due to lower interest rates on our Term Credit Agreement as well as an increase in the interest expense capitalized for our Arkansas development.

Consolidated loss on debt extinguishment decreased $5.5 million from non-cash unamortized finance costs expensed in connection with the repayment of our prior Term Credit Agreement in January 2024.

Consolidated other expense, net, changed compared to the prior year primarily due to a $9.0 million increase in foreign exchange loss, including recognition of the cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada, and a $2.5 million decrease in net unrealized gain on investments.

Consolidated other (income) expense, net, changed compared to the prior year primarily due to a $5.7 million increase in foreign exchange loss, including recognition of the cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada in the first quarter of 2025, and a $2.9 million decrease in net unrealized gains on investments.

Consolidated provision for income taxes was $9.2 million expense during the current year, compared to $5.2 million expense during the prior year.

The change in our tax provision compared to the prior year was primarily due to the higher income before taxes.

Our consolidated effective tax rate for the current year is 37.4%, compared to 37.9% during the prior year.

Our effective tax rate for the current year approximates our statutory tax rate in the United States.

Divisional Comparisons

Completion Fluids & Products Division

Three Months Ended

March 31, Period to Period Change

Six Months Ended

June 30, Period to Period Change

2025 2024 $ Change % Change

12 unchanged sentences

(1) Percent change is not meaningful

Revenues for our Completion Fluids & Products Division increased primarily due to completion of the first of the three scheduled CS Neptune wells.

We also benefited from an early start to the seasonally strong calcium chloride business in Northern Europe.

Revenues for our Completion Fluids & Products Division increased primarily due to the three CS Neptune wells in the Gulf of America, as well as higher Northern Europe industrial chemical sales and North America ultra-pure zinc bromide electrolyte sales.

Gross profit for our Completion Fluids & Products Division increased compared to the prior year due to higher revenues.

Profit margins improved as CS Neptune fluids generate higher margins than other projects.

Profit margins improved primarily due to the effect of changes in product mix, including the higher-margin CS Neptune fluid sales.

Our profitability in future periods will continue to be affected by the timing of and the mix of our products and services, market demand for our products and services, and drilling and completions activity.

Net income before taxes for our Completion Fluids & Products Division increased compared to the prior year driven by higher gross profit.

Other (income) expense, net improved, primarily from an $0.8 million increase in foreign exchange gains, primarily in Brazil.

Other (income) expense, net also improved due to a $1.3 million increase in foreign exchange gains, primarily in Brazil, and a $1.0 million increase in unrealized gain from our investment in Standard Lithium shares, partially offset by a $0.8 million increase in unrealized loss from the change in fair value of our investments issued by a privately-held company.

Water & Flowback Services Division

Three Months Ended

March 31, Period to Period Change

Six Months Ended

June 30, Period to Period Change

2025 2024 $ Change % Change

5 unchanged sentences

General and administrative expense as a percentage of revenue

Interest (income) expense, net

Interest expense, net

6 144 (138) (95.8)%

Other (income) expense, net 9,634 (548) (10,182) NM (1)

Other expense, net 9,778 1,476 (8,302) 562.5%

Net income (loss) before taxes

2 unchanged sentences

(7.9) % 2.7 %

(1) Percent change is not meaningful

Revenues for our Water & Flowback Services Division decreased primarily from lower United States drilling and completion activity.

Gross profit for our Water & Flowback Services Division increased slightly from the prior year despite the decrease in revenues primarily due to continuous efforts to increase margins through streamlining operations and automation.

Net income (loss) before taxes for our Water & Flowback Services Division decreased primarily due to recognition of the $9.5 million cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada, as well as a $1.2 million increase in general and administrative expense due to higher compensation expense.

Revenues for our Water & Flowback Services Division decreased due to lower United States drilling and completion activity as well as lower service revenues following the sale of early production facilities in Latin America in 2024.

Gross profit for our Water & Flowback Services Division decreased slightly from the prior year reflecting lower activity in the United States onshore market.

Net income (loss) before taxes for our Water & Flowback Services Division changed to a loss in the current year compared to income in the prior year primarily due to recognition of the $9.5 million cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada, as well as a $1.6 million increase in general and administrative expense due to higher compensation expense including costs to close underperforming service lines in the United States.

Corporate Overhead

Three Months Ended

March 31, Period to Period Change

Six Months Ended

June 30, Period to Period Change

2025 2024 $ Change % Change

5 unchanged sentences

— 5,535 (5,535) (100.0) %

Other (income) expense, net 47 (3,645) (3,692) (101.3) %

Other income, net (648) (3,339) (2,691) (80.6) %

Net loss before taxes

$ (34,129) $ (36,548) $ (2,419) (6.6) %

Corporate overhead net loss before taxes decreased primarily due to a $5.5 million loss associated with the early extinguishment of our prior term credit agreement in January 2024 and a $3.0 million decrease in unrealized gains related to share price changes of our investment in Kodiak and a $1.3 million decrease in interest expense, net due to an increase in the interest expense capitalized for our Arkansas development as well as lower interest rates on our Term Credit Agreement, partially offset by a $0.6 million increase in general and administrative expenses primarily from an increase in professional services.

Corporate overhead net loss before taxes decreased primarily due to a $5.5 million loss associated with the early extinguishment of our prior term credit agreement in January 2024 and a $3.1 million decrease in unrealized gains related to share price changes of our investment in Kodiak which we sold in January 2025, and a $3.1 million decrease in interest expense, net due to lower interest rates on our Term Credit Agreement as well as an increase in the interest expense capitalized for our Arkansas development, partially offset by a $3.5 million increase in general and administrative expenses primarily from an increase in professional services and compensation expenses.

Non-GAAP Financial Measures

GAAP financial measures such as revenues, gross profit, income (loss) before taxes and discontinued operations, and net cash provided by operating activities, as well as certain non-GAAP financial measures, including Adjusted EBITDA, as performance measures for our business.

GAAP financial measures such as revenues, gross profit, income (loss) before taxes, and net cash provided by operating activities, as well as certain non-GAAP financial measures, including Adjusted EBITDA, as performance measures for our business.

Adjusted EBITDA .

We define Adjusted EBITDA as net income (loss) before taxes and discontinued operations, excluding impairments, certain special, non-recurring or other charges (or credits), including loss on debt extinguishment, interest, depreciation and amortization and certain non-cash items such as equity-based compensation expense and foreign currency translation adjustments not associated with current operations.

The most directly comparable GAAP financial measure is net income (loss) before taxes and discontinued operations.

We define Adjusted EBITDA as net income (loss) before taxes, excluding impairments, certain special, non-recurring or other charges (or credits), including loss on debt extinguishment, interest, depreciation and amortization and certain non-cash items such as equity-based compensation expense and foreign currency translation adjustments not associated with current operations.

The most directly comparable GAAP financial measure is net income (loss) before taxes.

Adjustments to long-term incentives represent adjustments to valuation of long-term cash incentive compensation awards that are related to prior years.

4 unchanged sentences

Adjusted EBITDA is used by management as a supplemental financial measure to assess financial performance, without regard to charges or credits that are considered by management to be outside of its normal operations and without regard to financing methods, capital structure or historical cost basis, and to assess the Company’s ability to incur and service debt and fund capital expenditures.

The following tables reconcile net income (loss) before taxes and discontinued operations to Adjusted EBITDA for the periods indicated:

The following tables reconcile net income (loss) before taxes to Adjusted EBITDA for the periods indicated:

Three Months Ended

March 31, 2025

June 30, 2025

Completion Fluids & Products Water & Flowback Services Corporate SG&A Corporate Other

(in thousands, except percentages)

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

Revenues $ 109,445 $ 64,427 $ — $ — $ 173,872

Net income (loss) before taxes 38,133 (1,271) (13,544) (3,882) 19,436

30,677 (8,888) (11,716) (4,987) 5,086

Cost of product sales and services adjustment

477 — — — 477

Impairments and other charges — 93 — — 93

Former CEO stock appreciation right credit — — (22) — (22)

— — (151) — (151)

Transactions, restructuring and other expenses

— 302 784 — 1,086

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

— 9,516 — — 9,516

Transaction, restructuring and other expenses 69 685 488 — 1,242

Interest (income) expense, net (302) 13 — 4,483 4,194

Depreciation, amortization and accretion 2,214 6,881 — 94 9,189

2,177 6,880 — 94 9,151

Equity-based compensation expense — — 1,747 — 1,747

Adjusted EBITDA $ 40,114 $ 6,401 $ (11,331) $ 695 $ 35,879

Adjusted EBITDA as % of revenue 35.7 % 13.0 % 20.5 %

Adjusted EBITDA as a % of revenue 36.7 % 9.9 % 20.6 %

Three Months Ended

December 31, 2024

March 31, 2025

Completion Fluids & Products Water & Flowback Services Corporate SG&A Corporate Other

(in thousands, except percentages)

Revenue $ 68,869 $ 65,635 $ — $ — $ 134,504

Net income (loss) before taxes and discontinued operations 17,331 2,149 (12,529) 441 7,392

Cost of product sales and services adjustment

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

Net income (loss) before taxes 30,677 (8,888) (11,716) (4,987) 5,086

Cost of product sales and services adjustments

477 — — — 477

Former CEO stock appreciation right expense — — 103 — 103

Impairments and other charges — 518 — — 518

Former CEO stock appreciation right credit — — (151) — (151)

Transaction, restructuring and other expenses — 302 784 — 1,086

56 146 650 — 852

Non-cash cumulative foreign currency translation adjustment loss from dissolution of Canadian subsidiary — 9,516 — — 9,516

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

633 (75) — 4,674 5,232

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

2,569 6,686 — 99 9,354

Equity-based compensation expense — — 1,860 — 1,860

Adjusted EBITDA $ 33,216 $ 8,321 $ (9,223) $ (47) $ 32,267

Adjusted EBITDA as % of revenue 27.3 % 13.6 % 17.0 %

Adjusted EBITDA as a % of revenue 35.7 % 13.0 % 20.5 %

Three Months Ended

March 31, 2024

June 30, 2024

Completion Fluids & Products Water & Flowback Services Corporate SG&A Corporate Other

(in thousands, except percentages)

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

Revenues $ 100,019 $ 71,916 $ — $ — $ 171,935

Net income (loss) before taxes 26,653 3,156 (10,689) (6,641) 12,479

19,792 721 (11,101) (8,117) 1,295

Former CEO stock appreciation right credit — — (428) — (428)

— — (186) — (186)

Transaction, restructuring and other (income) expenses

(159) — 24 — (135)

Loss on debt extinguishment

— — — 5,535 5,535

Transaction, restructuring and other expenses 37 — — — 37

Unusual foreign exchange loss — 1,387 — — 1,387

Interest (income) expense, net (135) 68 — 6,252 6,185

Depreciation, amortization and accretion 2,361 6,329 — 84 8,774

2,387 6,288 — 81 8,756

Equity-based compensation expense — — 1,800 — 1,800

Adjusted EBITDA $ 28,916 $ 10,940 $ (9,317) $ (305) $ 30,234

Adjusted EBITDA as % of revenue 28.1 % 9.6 % 15.1 %

Adjusted EBITDA as a % of revenue 28.9 % 15.2 % 17.6 %

Adjusted EBITDA is a financial measure that is not in accordance with U.S.

GAAP and should not be considered an alternative to net income, operating income, cash provided by operating activities, or any other measure of financial performance presented in accordance with U.S.

This measure may not be comparable

to similarly titled financial metrics of other companies, as other companies may not calculate Adjusted EBITDA in the same manner as we do.

Management compensates for the limitations of Adjusted EBITDA as an analytical tool by reviewing the comparable U.S.

This measure may not be comparable to similarly titled financial metrics of other companies, as other companies may not calculate Adjusted EBITDA in the same manner as we do.

Management compensates for the limitations of Adjusted EBITDA as an analytical tool

by reviewing the comparable U.S.

GAAP measures, understanding the differences between the measures, and incorporating this knowledge into management’s decision-making processes.

1 unchanged sentence

We believe that our capital structure allows us to meet our financial obligations on both a short-term and long-term basis.

Our liquidity at the end of the first quarter was $208.1 million.

Our liquidity at the end of the second quarter was $204.5 million.

Liquidity is defined as unrestricted cash plus availability of $75 million under the delayed draw from our Term Credit Agreement and availability under our credit agreements.

1 unchanged sentence

Our consolidated sources and uses of cash are as follows:

Three Months Ended

Six Months Ended

(in thousands)

3 unchanged sentences

Operating Activities

Consolidated cash flows provided by operating activities increased compared to the first three months of 2024 primarily due to an increase in gross profit and working capital changes.

Consolidated cash flows provided by operating activities increased compared to the first six months of 2024 primarily due to an increase in gross profit and working capital changes.

Investing Activities

Total cash capital expenditures during the first three months of 2025 were $18.0 million, which reflects increased expenditures for advancement of our Arkansas brine resource development and additions to accommodate industry-wide activity.

Our Completion Fluids & Products Division spent $13.8 million on capital expenditures, including $11.2 million for our Arkansas brine resource development.

Total cash capital expenditures during the first six months of 2025 were $37.4 million, which reflects increased expenditures for advancement of our Arkansas brine resource development and additions to accommodate industry-wide activity.

Our Completion Fluids & Products Division spent $27.5 million on capital expenditures, including $22.0 million for our Arkansas brine resource development, including preparing the site and bromine tower for the plant.

Our Water & Flowback Services Division spent $9.8 million on capital expenditures to maintain, automate and upgrade its water management and flowback equipment fleet.

Investing activities during the first three months of 2025 also included $19.0 million of proceeds from the sale of our Kodiak shares, net of broker commissions and fees.

Investing activities during the first six months of 2025 also included $19.0 million of proceeds from the sale of our Kodiak shares, net of broker commissions and fees.

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.

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These initiatives are expected to provide us the bromine supply volumes necessary for the growing deepwater market plus the growing long-duration battery storage requirements, while deferring investments in Arkansas or scaling up our bromine production at lower levels than previously anticipated.

If and when the bridging supply agreement is finalized, we will announce our revised Arkansas investment and timing plans.

We continue to advance our development efforts in Arkansas and we expect to complete the first phase of the project by year end, including site preparation and installation of the bromine tower.

Historically, a significant majority of our planned capital expenditures have been related to identified opportunities to grow and expand our existing businesses.

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However, we continue to review all capital expenditure plans carefully in an effort to conserve cash.

If the forecasted demand for our products and services increases or

decreases, or we proceed with development of brine resources in Arkansas, the amount of planned expenditures on growth and expansion may be adjusted.

If the forecasted demand for our products and services increases or decreases, or we proceed with development of brine resources in Arkansas, the amount of planned expenditures on growth and expansion may be adjusted.

Financing Activities

Our financing activities for the first three months of 2025 include $0.9 million of capital lease payments associated with equipment leased primarily for the early production facilities in Argentina and equipment leases in the United States.

Our financing activities for the first six months of 2025 include $2.1 million of capital lease payments associated with equipment leased primarily for the early production facilities in Argentina and equipment leases in the United States.

We may supplement our existing cash balances and cash flow from operating activities with short-term borrowings, long-term borrowings, issuances of equity and debt securities, and other sources of capital.

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In addition to our credit facilities, we fund our short-term liquidity requirements from cash generated by our operations and from short-term vendor financing.

In addition, as of March 31, 2025, the market value of our investment in Standard Lithium was $1.0 million, with no holding restrictions on our ability to monetize our interests.

In addition, as of June 30, 2025, the market value of our investment in Standard Lithium was $1.6 million, with no holding restrictions on our ability to monetize our interests.

In addition, we are party to agreements in which Standard Lithium has the right to explore for, and an option to acquire the right to produce and extract lithium in our Arkansas leases as well as additional potential resources, in the Mojave region of California.

Standard Lithium exercised its option with respect to our Arkansas leases on October 6, 2023.

On April 22, 2025, the Arkansas Oil and Gas Commission approved Standard Lithium’s SWA Lithium application to establish a unit for acreage under an option agreement between Standard Lithium, SWA Lithium and TETRA.

TETRA is entitled to a 2.5% royalty on gross revenues from the lithium that Standard Lithium produces from the TETRA option acreage.

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An increase in unpaid aged receivables would also negatively affect our borrowing availability under the ABL Credit Agreement.

As of March 31, 2025, we had no “off balance sheet arrangements” that may have a current or future material effect on our consolidated financial condition or results of operations.

As of June 30, 2025, we had no “off balance sheet arrangements” that may have a current or future material effect on our consolidated financial condition or results of operations.

Critical Accounting Policies and Estimates

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global or national health concerns, including the outbreak of pandemics or epidemics such as the coronavirus (COVID-19);

acts of terrorism, war or political or civil unrest in the United States or elsewhere, including the current conflict between Russia and Ukraine, the conflict in the Israel-Gaza region and continued hostilities in the Middle East, maritime piracy attacks;

acts of terrorism, war or political or civil unrest in the United States or elsewhere, including the current conflict between Russia and Ukraine, the conflict in the Israel-Gaza region, heightened tensions with Iran, including the potential closure of the Strait of Hormuz, and other and continued hostilities in the Middle East, maritime piracy attacks;

and statements regarding our beliefs, expectations, plans, goals, future events and performance and other statements that are not purely historical.

These statements include statements concerning the mineral resource and reserve estimates of lithium and bromine, the potential extraction of lithium, bromine and other minerals from our Evergreen Unit and other leased acreage, the ability to obtain local governmental and regulatory approvals, the development of the assets including construction of lithium and/or bromine extraction plants, the economic viability thereof, the demand for such resources, and the timing and cost of such activities, and the expected revenues including any royalties, profits and returns from such activities;

the timing and success of our bromine production wells and the construction of our bromine processing facility and related engineering activities;

the accuracy of our resources report, feasibility study and economic assessment regarding our lithium and bromine acreage;

and the ability to obtain a resources report that moves the remaining portion of our bromine and lithium inferred resources to a higher resource or reserve category.

With respect to our disclosures of measured, indicated and inferred mineral resources, including bromine and lithium carbonate equivalent concentrations, it is unclear whether they will ever be economically developed.

These statements include statements concerning changes in general economic conditions, opportunity risks, such as the potential extraction of lithium, bromine and other minerals, including potential extraction of those minerals designated as critical minerals, from our Evergreen Brine Unit, demand therefor, or realizing industrial and other benefits expected from bromine processing;

the timing and success of our bromine production wells and the construction of our bromine processing facility and related engineering activities and risks inherent in the construction of such facility, including the ability to obtain local governmental and regulatory approvals;

the accuracy of our resources report or the timing of future updates to our resources report, feasibility study and economic assessment regarding our lithium, bromine and other mineral acreage;

equipment supply, equipment defects and/or our ability to timely obtain equipment components;

competition from existing or new competitors;

and risks associated with changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions, including legislative, regulatory and policy changes, such as unexpected changes in tariffs, trade barriers, price and exchange control.

With respect to our disclosures of measured, indicated and inferred mineral resources, including bromine, lithium carbonate equivalent concentrations, and other minerals, it is unclear whether they will ever be economically developed.

Investors are cautioned that mineral resources do not have demonstrated economic value and further exploration may not result in the estimation of a mineral reserve.

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In particular, investors are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally commercialized, or that it will ever be upgraded to a higher category.

With respect to the Company’s disclosures of the MOU with Saltwerx, it is uncertain about the ability of the parties to successfully negotiate one or more definitive agreements, the future relationship between the parties, and the ability to successfully and economically produce lithium and bromine from the Evergreen Unit.

With respect to the Company’s disclosures of the potential joint venture for the Evergreen Brine Unit, it is uncertain about the ability of the parties to successfully negotiate one or more definitive agreements, the future relationship between the parties, and the ability to successfully and economically produce lithium and bromine from the Evergreen Unit.

Management believes that these forward-looking statements are reasonable as and when made.

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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 2. Management’s Discussion and Analysis