What changed in this filing

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Item 1. Financial Statements

2025-10-28 compared with 2025-07-29 · 173 added, 102 removed, 576 unchanged (32% of the section changed)

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

Cost of product sales 53,812 38,506 160,900 144,990

57,323 61,078 107,088 106,484

Cost of services 53,566 59,885 167,389 184,423

59,023 58,830 113,823 124,538

Depreciation, amortization and accretion 9,491 8,837 27,831 26,367

9,189 8,774 18,340 17,530

Impairments and other charges — 109 611 109

3 unchanged sentences

General and administrative expense 25,240 22,406 74,633 66,841

Operating income

11,130 11,957 52,887 41,877

Interest expense, net 4,448 5,096 13,366 17,233

2 unchanged sentences

( 1,423 ) ( 715 ) 6,894 ( 2,241 )

Net income before taxes 19,436 12,479 24,522 13,774

Provision for income taxes

Income from continuing operations before taxes

8,105 7,576 32,627 21,350

Net income 11,305 7,640 15,354 8,555

Income tax expense

3,954 4,744 13,122 9,963

Income from continuing operations

4,151 2,832 19,505 11,387

Discontinued operations:

Loss from discontinued operations, net of taxes

— ( 5,830 ) — ( 5,830 )

Net income (loss)

4,151 ( 2,998 ) 19,505 5,557

Loss attributable to noncontrolling interests

Net income attributable to TETRA stockholders $ 11,305 $ 7,643 $ 15,354 $ 8,558

Basic net income per common share:

Net income attributable to TETRA stockholders $ 0.08 $ 0.06 $ 0.12 $ 0.07

Net income (loss) attributable to TETRA stockholders

$ 4,151 $ ( 2,998 ) $ 19,505 $ 5,560

Basic net income (loss) per common share:

Income from continuing operations

$ 0.03 $ 0.02 $ 0.15 $ 0.09

Loss from discontinued operations

— ( 0.04 ) — ( 0.04 )

Net income (loss) attributable to TETRA stockholders

$ 0.03 $ ( 0.02 ) $ 0.15 $ 0.05

Weighted average basic shares outstanding 133,419 131,579 132,978 131,100

Diluted net income per common share:

Net income attributable to TETRA stockholders

Diluted net income (loss) per common share:

Income from continuing operations

$ 0.03 $ 0.02 $ 0.15 $ 0.09

Loss from discontinued operations

— ( 0.04 ) — ( 0.04 )

Net income (loss) attributable to TETRA stockholders

$ 0.03 $ ( 0.02 ) $ 0.15 $ 0.05

Weighted average diluted shares outstanding 134,837 132,029 133,850 132,093

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 11,305 $ 7,640 $ 15,354 $ 8,555

Net income (loss)

$ 4,151 $ ( 2,998 ) $ 19,505 $ 5,557

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

1 unchanged sentence

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

Unrealized gain (loss) on investment

Unrealized gain on investment

297 556 162 788

Comprehensive income 4,714 916 38,638 6,110

16,202 5,676 33,924 5,194

Comprehensive loss attributable to noncontrolling interests — — — 3

6 unchanged sentences

(In Thousands)

September 30,

2025 December 31,

3 unchanged sentences

Restricted cash

Trade accounts receivable, net of allowances of $ 538 in 2025 and

$ 626 in 2024

Trade accounts receivable, net of allowances of $ 107 and $ 626 in 2025

and 2024, respectively

116,378 104,813

15 unchanged sentences

66,839 34,910

Total property, plant and equipment

Property, plant and equipment

516,617 462,569

1 unchanged sentence

( 343,417 ) ( 320,409 )

Net property, plant and equipment

Property, plant and equipment, net

173,200 142,160

Other assets:

Patents, trademarks and other intangible assets, net of accumulated amortization of $ 58,514 in 2025 and $ 55,421 in 2024

Patents, trademarks and other intangible assets, net of accumulated amortization of $ 59,127 and $ 55,421 in 2025 and 2024, respectively

22,343 24,923

13 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 June 30, 2025 and December 31, 2024;

136,418,399 shares issued at June 30, 2025 and 134,951,081 shares issued at December 31, 2024

250,000,000 shares authorized at September 30, 2025 and December 31, 2024;

136,789,182 and 134,951,081 shares issued, respectively, and 133,650,507 and 131,812,406 shares outstanding, respectively

Additional paid-in capital

1 unchanged sentence

Treasury stock, at cost;

3,138,675 shares held at June 30, 2025 and December 31, 2024

3,138,675 shares held at September 30, 2025 and December 31, 2024

( 19,957 ) ( 19,957 )

46 unchanged sentences

$ 1,364 $ 495,095 $ ( 19,957 ) $ ( 34,252 ) $ 1,700 $ ( 153,071 ) $ ( 1,261 ) $ 289,618

Net income for third quarter 2025

— — — — — 4,151 — 4,151

Translation adjustment,

net of taxes of $ 0

— — — 266 — — — 266

Other comprehensive income, net of taxes of $ 45

— — — — 297 — — 297

Comprehensive income

Equity-based compensation — 1,708 — — — — — 1,708

Other 4 ( 619 ) — — — — — ( 615 )

Balance at September 30, 2025

$ 1,368 $ 496,184 $ ( 19,957 ) $ ( 33,986 ) $ 1,997 $ ( 148,920 ) $ ( 1,261 ) $ 295,425

Par Value Additional Paid-In

32 unchanged sentences

$ 1,346 $ 490,192 $ ( 19,957 ) $ ( 49,479 ) $ 887 $ ( 268,151 ) $ ( 1,260 ) $ 153,578

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 3 ( 566 ) — — — — — ( 563 )

Balance at September 30, 2024

$ 1,349 $ 491,107 $ ( 19,957 ) $ ( 46,121 ) $ 1,443 $ ( 271,149 ) $ ( 1,260 ) $ 155,412

See Notes to Consolidated Financial Statements

3 unchanged sentences

(In Thousands, Unaudited)

Six Months Ended

Nine Months Ended

September 30,

Operating activities:

4 unchanged sentences

Impairments and other charges

(Gain) loss on investments

Gain on investments

( 1,054 ) ( 3,591 )

Equity-based compensation expense 5,315 4,904

Recovery of credit losses ( 104 ) ( 37 )

( 117 ) ( 167 )

Amortization and expense of financing costs 1,485 1,123

1 unchanged sentence

Gain on sale of assets

( 202 ) ( 142 )

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

Provision for deferred income taxes

Deferred income tax expense

Other non-cash credits ( 478 ) ( 760 )

( 224 ) ( 786 )

Changes in operating assets and liabilities:

5 unchanged sentences

Net cash provided by operating activities 68,634 30,885

52,268 11,015

Investing activities:

3 unchanged sentences

Proceeds from sale of property, plant and equipment

Purchase of investments

Other investing activities ( 191 ) ( 287 )

Net cash used in investing activities ( 34,022 ) ( 44,444 )

( 18,275 ) ( 31,041 )

Financing activities:

42 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 June 30, 2025 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2025.

Operating results for the period ended September 30, 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 2024 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 second quarter of 2025.

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 2025.

Out-of-Period Correction

4 unchanged sentences

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

As of June 30, 2025, restricted cash consists of less than $ 0.1 million held in escrow in connection with our Arkansas development.

As of September 30, 2025, restricted cash consists of less than $ 0.1 million held in escrow in connection with our Arkansas development.

Use of Estimates

7 unchanged sentences

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

We capitalized approximately $ 10.9 million and $ 22.0 million for the three and six months ended June 30, 2025, respectively, and $ 9.8 million and $ 13.9 million for the three and six months ended June 30, 2024, respectively, of costs associated with the development of our properties in Arkansas.

We capitalized approximately $ 6.0 million and $ 28.0 million for the three and nine months ended September 30, 2025, respectively, and $ 8.7 million and $ 22.6 million for the three and nine months ended September 30, 2024, respectively, of costs associated with the development of our properties in Arkansas, excluding capitalized interest.

Capitalized Interest

We capitalize interest on significant expenditures for assets that require more than twelve months to prepare for their intended use.

Capitalized interest is calculated based on our weighted average borrowing rate applied to accumulated expenditures on qualifying assets, including amortization of deferred financing costs and discounts.

Interest capitalization ceases when the asset is substantially complete and ready for its intended use.

Capitalized interest is included in the carrying amount of the related assets and will be amortized over their respective useful lives once the assets are placed into service.

We capitalized interest attributed to cost capitalized for the development of our properties in Arkansas of approximately $ 1.1 million and $ 3.0 million for the three and nine months ended September 30, 2025, respectively, and $ 0.7 million and $ 0.7 million for the three and nine months ended September 30, 2024, respectively.

The average effective interest rate used for capitalization during the nine months ended September 30, 2025 was 11.7 %.

Foreign Currency Translation

2 unchanged sentences

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

Foreign currency exchange (gains) losses are included in other (income) expense, net and totaled $( 0.8 ) million and $ 8.1 million during the three and six months ended June 30, 2025, respectively, and $ 2.5 million and $ 2.4 million during the three and six months ended June 30, 2024, respectively.

Foreign currency exchange (gains) losses during the six months ended June 30, 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.

Foreign currency exchange losses are included in other (income) expense, net and totaled $ 0.1 million and $ 8.1 million during the three and nine months ended September 30, 2025, respectively, and $ 0.5 million and $ 2.8 million during the three and nine months ended September 30, 2024, respectively.

Foreign currency exchange losses during the nine months ended September 30, 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

3 unchanged sentences

Fair value measurements are also utilized on a nonrecurring basis in certain circumstances, including the impairment of long-lived assets (a Level 3 fair value measurement).

Corporate Office Lease

In August 2025, we entered into an operating lease agreement for new corporate office space located in Spring, Texas.

The lease term is thirteen years and is expected to commence upon substantial completion of leasehold improvements by the landlord, which are expected to occur in the fourth quarter of 2025 or early 2026.

Upon commencement of the lease, we expect to recognize a right-of-use asset and corresponding long-term lease liability of approximately $ 9.2 million.

The lease includes fixed monthly base rent payments totaling approximately $ 1.8 million annually beginning in early 2028 and continuing through the lease term, including scheduled annual escalations.

We also expect to incur additional costs related to facility management and operations, which will be expensed as incurred as variable lease costs.

Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

1 unchanged sentence

Income taxes paid $ 10,333 $ 4,867

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands)

2 unchanged sentences

Standards not yet adopted

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.

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, “Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets,” which simplifies the application of the current expected credit loss model for current accounts receivable and current contract assets under Accounting Standards Codification 606.

The update is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods with early adoption is permitted.

We are assessing the effect of this update on our consolidated financial statements and related disclosures.

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

The Company is currently evaluating the impact of ASU 2024-03 on its financial statements and related disclosures, but does not expect it to have a significant impact on its consolidated financial statements upon adoption as the standard expands disclosures only .

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

1 unchanged sentence

ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the expected impact of these standards but does not expect them to have a significant impact on its consolidated financial statements upon adoption as the standards expand disclosures only.

The Company is currently evaluating the impact of ASU 2023-09 on its financial statements and related disclosures, but does not expect it to have a significant impact on its consolidated financial statements upon adoption as the standard expands disclosures only .

NOTE 2 – REVENUE

Revenue from Contracts with Customers

Our contract asset balances, primarily associated with contractual invoicing milestones and/or customer documentation requirements, were $ 22.3 million and $ 30.4 million as of June 30, 2025 and December 31, 2024, respectively.

Our contract asset balances, primarily associated with contractual invoicing milestones and/or customer documentation requirements, were $ 22.4 million and $ 30.4 million as of September 30, 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 $ 0.7 million and $ 0.4 million as of June 30, 2025 and December 31, 2024, respectively, and vary based on the timing of invoicing and performance obligations being met.

Unearned income balances were $ 4.2 million and $ 0.4 million as of September 30, 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 $ 0.1 million and $ 0.2 million during the three and six months ended June 30, 2025, respectively, and $ 2.0 million and $ 1.0 million of revenue during the three and six months ended June 30,

2024, respectively, deferred in unearned income as of the beginning of the period.

During the six months ended June 30, 2025 and June 30, 2024, contract costs were not significant.

We recognized approximately $ 0.3 million and $ 0.2 million during the three and nine months ended September 30, 2025, respectively, and $ 3.4 million and $ 2.5 million of revenue during the three and nine months ended September 30, 2024, respectively, deferred in unearned income as of the beginning of the period.

During the nine months ended September 30, 2025 and September 30, 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

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

15 unchanged sentences

NOTE 3 – INVENTORIES

Components of inventories as of June 30, 2025 and December 31, 2024 are as follows:

June 30, 2025 December 31, 2024

Components of inventories as of September 30, 2025 and December 31, 2024 are as follows:

September 30, 2025 December 31, 2024

(in thousands)

7 unchanged sentences

NOTE 4 – INVESTMENTS

Our investments as of June 30, 2025 and December 31, 2024 consist of the following:

June 30, 2025 December 31, 2024

Our investments as of September 30, 2025 and December 31, 2024 consist of the following:

September 30, 2025 December 31, 2024

(in thousands)

5 unchanged sentences

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

During the six months ended June 30, 2025, we recorded a net gain of $ 0.6 million from the sale of our Kodiak shares.

During the nine months ended September 30, 2025, we recorded a net gain of $ 0.6 million from the sale of our Kodiak shares.

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.

5 unchanged sentences

NOTE 5 – LONG-TERM DEBT AND OTHER BORROWINGS

Consolidated long-term debt as of June 30, 2025 and December 31, 2024 consists of the following:

Scheduled Maturity June 30, 2025 December 31, 2024

Consolidated long-term debt as of September 30, 2025 and December 31, 2024 consists of the following:

Scheduled Maturity September 30, 2025 December 31, 2024

(in thousands)

2 unchanged sentences

Total long-term debt $ 180,924 $ 179,696

(1) Net of unamortized discount of $ 4.6 million and $ 5.0 million as of June 30, 2025 and December 31, 2024, respectively, and net of unamortized deferred financing costs of $ 4.9 million and $ 5.3 million as of June 30, 2025 and December 31, 2024, respectively.

(1) Net of unamortized discount of $ 4.4 million and $ 5.0 million as of September 30, 2025 and December 31, 2024, respectively, and net of unamortized deferred financing costs of $ 4.7 million and $ 5.3 million as of September 30, 2025 and December 31, 2024, respectively.

Term Credit Agreement

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

The interest rate per annum on borrowings under the Term Credit Agreement is 10.17 % as of June 30, 2025 and the maturity date of the Term Credit Agreement is January 1, 2030.

The interest rate per annum on borrowings under the Term Credit Agreement is 10.01 % as of September 30, 2025 and the maturity date of the Term Credit Agreement is January 1, 2030.

The Term Credit Agreement includes a $ 75.0 million delayed-draw term loan available until January 12, 2026 to provide capital to advance our Arkansas bromine processing project.

6 unchanged sentences

ABL Credit Agreement

As of June 30, 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 June 30, 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 June 30, 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.

As of September 30, 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 September 30, 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 September 30, 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.

10 unchanged sentences

The Company has a revolving credit facility for seasonal working capital needs of subsidiaries in Sweden (“Swedish Credit Facility”).

As of June 30, 2025, we had no balance outstanding and availability of approximately $ 5.3 million under the Swedish Credit Facility.

As of September 30, 2025, we had no balance outstanding and availability of approximately $ 5.3 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

The Company also has an agreement guaranteed by certain accounts receivable and inventory in Finland (“Finland Credit Agreement”).

As of June 30, 2025, there were $ 1.6 million of letters of credit outstanding against the Finland Credit Agreement.

As of September 30, 2025, there were $ 1.6 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 June 30, 2025, we are in compliance with all covenants under the credit agreements.

As of September 30, 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 June 30, 2025.

There have been no material developments in our legal proceedings during the quarter ended September 30, 2025.

For additional discussion of our legal proceedings, please see our 2024 Annual Report .

5 unchanged sentences

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

As of June 30, 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 $ 44.5 million, including $ 5.7 million for the remainder of 2025, $ 22.3 million in 2026, $ 15.5 million in 2027, and $ 1.0 million in 2028.

As of June 30, 2025, we also have commitments of $ 22.3 million related to long-lead power infrastructure for our Completion Fluids & Products Division’s bromine plant in Arkansas, including $ 8.8 million due during the remainder of 2025 and $ 13.5 million due over five years beginning after electric service is available.

As of September 30, 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 $ 49.4 million, including $ 2.3 million for the remainder of 2025, $ 30.5 million in 2026, $ 15.6 million in 2027, and $ 1.0 million in 2028.

As of September 30, 2025, we also have commitments of $ 21.0 million related to long-lead power infrastructure for our Completion Fluids & Products Division’s bromine plant in Arkansas, including $ 7.5 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

13 unchanged sentences

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.

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.

32 unchanged sentences

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 and six months ended June 30, 2025 and June 30, 2024 are as follows:

Three Months Ended June 30, 2025

The change in our investments for the three and nine months ended September 30, 2025 and September 30, 2024 are as follows:

Three Months Ended September 30, 2025

Fair Value Measurements Using

8 unchanged sentences

— ( 21 ) ( 21 )

Unrealized loss on convertible note, excluding embedded option

— ( 416 ) ( 416 )

Unrealized gain on convertible note, excluding embedded option

Investment balance at end of period

$ 2,696 $ 7,713 $ 10,409

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Fair Value Measurements Using

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

(Level 1) (Level 3) Total

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 $ 13,279 $ — $ 7,148 $ 20,427

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 loss on convertible note, excluding embedded option — ( 5 ) ( 5 )

Unrealized gain on convertible note, excluding embedded option — — 556 556

Investment balance at end of period $ 14,351 $ 1,388 $ 7,015 $ 22,754

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Fair Value Measurements Using

7 unchanged sentences

Unrealized loss on embedded option — — ( 904 ) ( 904 )

Unrealized loss on convertible note, excluding embedded option — — ( 135 ) ( 135 )

Unrealized gain on convertible note, excluding embedded option — — 207 207

Investment balance at end of period $ 2,696 $ — $ 7,713 $ 10,409

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Fair Value Measurements Using

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

(Level 1) (Level 3) Total

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 — 1,000 21 1,021

Reclassification between Level 2 and Level 3 fair value — 350 ( 350 ) —

Unrealized gain on equity securities

4 unchanged sentences

Investment balance at end of period $ 14,351 $ 1,388 $ 7,015 $ 22,754

Recurring fair value measurements by valuation hierarchy as of June 30, 2025 and December 31, 2024 are as follows:

Recurring fair value measurements by valuation hierarchy as of September 30, 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 June 30, 2025 (Level 1) (Level 2) (Level 3)

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

Description September 30, 2025 (Level 1) (Level 3)

(in thousands)

17 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

10 unchanged sentences

Three Months Ended

June 30, 2025

September 30, 2025

Completion Fluids & Products Water & Flowback Services Corporate

3 unchanged sentences

Depreciation, amortization and accretion 2,263 7,136 92 9,491

Impairments and other charges — 93 — 93

General and administrative expense 6,993 5,741 12,506 25,240

Operating income (loss)

23,437 291 ( 12,598 ) 11,130

Interest (income) expense, net ( 170 ) 34 4,584 4,448

Other (income) expense, net ( 1,707 ) 205 79 ( 1,423 )

Net income (loss) before taxes $ 38,133 $ ( 1,271 ) $ ( 17,426 ) $ 19,436

Income (loss) from continuing operations before taxes $ 25,314 $ 52 $ ( 17,261 ) $ 8,105

Capital expenditures $ 9,857 $ 5,882 $ — $ 15,739

Six Months Ended

June 30, 2025

Nine Months Ended

September 30, 2025

Completion Fluids & Products Water & Flowback Services Corporate

5 unchanged sentences

General and administrative expense 20,576 16,291 37,766 74,633

Operating income (loss)

91,016 ( 83 ) ( 38,046 ) 52,887

Interest (income) expense, net ( 587 ) 40 13,913 13,366

Other (income) expense, net ( 2,520 ) 9,983 ( 569 ) 6,894

Net income (loss) before taxes $ 68,809 $ ( 10,158 ) $ ( 34,129 ) $ 24,522

Income (loss) from continuing operations before taxes $ 94,123 $ ( 10,106 ) $ ( 51,390 ) $ 32,627

Capital expenditures $ 37,223 $ 15,878 $ 81 $ 53,182

June 30, 2025

September 30, 2025

Total assets $ 341,169 $ 160,331 $ 153,674 $ 655,174

Three Months Ended

June 30, 2024

September 30, 2024

Completion Fluids & Products Water & Flowback Services Corporate

3 unchanged sentences

Depreciation, amortization and accretion 2,416 6,328 93 8,837

Impairments and other charges — — 109 109

General and administrative expense 6,055 5,572 10,779 22,406

Operating income (loss)

18,336 4,602 ( 10,981 ) 11,957

Interest (income) expense, net ( 942 ) ( 5 ) 6,043 5,096

Other expense, net 122 2,025 305 2,452

Net income (loss) before taxes $ 26,653 $ 3,156 $ ( 17,330 ) $ 12,479

Other (income) expense, net 159 ( 67 ) ( 807 ) ( 715 )

Income (loss) from continuing operations before taxes $ 19,119 $ 4,674 $ ( 16,217 ) $ 7,576

Capital expenditures $ 11,215 $ 3,358 $ — $ 14,573

Six Months Ended

June 30, 2024

Nine Months Ended

September 30, 2024

Completion Fluids & Products Water & Flowback Services Corporate

3 unchanged sentences

Depreciation, amortization and accretion 7,164 18,945 258 26,367

Impairments and other charges — — 109 109

General and administrative expense 19,739 14,533 32,569 66,841

Operating income (loss)

64,714 10,099 ( 32,936 ) 41,877

Interest (income) expense, net ( 1,346 ) 139 18,440 17,233

1 unchanged sentence

Other (income) expense, net 496 1,409 ( 4,146 ) ( 2,241 )

Net income (loss) before taxes $ 46,445 $ 3,877 $ ( 36,548 ) $ 13,774

Income (loss) from continuing operations before taxes $ 65,564 $ 8,551 $ ( 52,765 ) $ 21,350

Capital expenditures $ 29,271 $ 16,311 $ 210 $ 45,792

2 unchanged sentences

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements except for the event described below.

On July 4, 2025, President Trump signed the One Big Beautiful Bill Act ("OBBBA"), which includes a broad range of tax reform provisions affecting businesses.

The Company is evaluating the OBBBA to determine whether it is expected to materially impact the Company's effective tax rate or cash flows.

The Company has evaluated subsequent events through October 28, 2025, the date the financial statements were available to be issued.

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