8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): November 9, 2009

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13455	74-2148293
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)
24955 Interstate 45 North
The Woodlands, Texas 77380
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (281) 367-1983

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On November 9, 2009, TETRA Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of 2009. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in this Item 2.02 and in Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated November 9, 2009, issued by TETRA Technologies, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TETRA Technologies, Inc.

By:	/s/Stuart M. Brightman
	Stuart M. Brightman
	President & Chief Executive Officer
Date: November 9, 2009

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated November 9, 2009, issued by TETRA Technologies, Inc.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

TETRA TECHNOLOGIES, INC.

REPORTS THIRD QUARTER 2009 RESULTS

November 9, 2009 (The Woodlands, Texas), TETRA Technologies, Inc. (TETRA or the Company) (NYSE:TTI) today announced third quarter 2009 results of $0.30 per share, compared to $0.16 per share reported in the third quarter of 2008. The $0.30 per share reported for the third quarter of 2009 includes a negative $0.04 per share special charge resulting from repair related expenses incurred by Maritech during the quarter. All financial data in the text portion of this release are reported in U.S. dollars and are before discontinued operations, and all per share amounts are fully diluted.

Consolidated revenues for the quarter ended September 30, 2009 were $254.0 million versus $249.1 million in the third quarter of 2008. Total gross profit was $62.8 million in the third quarter of 2009 versus $43.7 million in the third quarter of 2008. Income before discontinued operations was $22.8 million in the third quarter of 2009 versus $12.1 million in the comparable period of 2008. Net income was $22.7 million in 2009’s third quarter versus $11.7 million in 2008’s third quarter.

Consolidated results per share from continuing operations for the third quarter of 2009 were earnings of $0.30 with 76.1 million weighted average diluted common shares outstanding versus earnings of $0.16 with 76.3 million weighted average diluted common shares outstanding in the third quarter of 2008.

Divisional pretax earnings (loss) from continuing operations in the third quarter of 2009 versus the third quarter of 2008 were, Fluids Division: $5.8 million in 3Q 2009 and $1.9 million in 3Q 2008; Offshore Services: $40.3 million in 3Q 2009 and $9.8 million in 3Q 2008; Maritech: $(7.2) million in 3Q 2009 and $1.8 million in 3Q 2008; Production Testing: $2.9 million in 3Q 2009 and $8.1 million in 3Q 2008; and, Compressco: $5.3 million in 3Q 2009 and $8.0 million in 3Q 2008.

 Financial data aggregating the first nine months of 2009, and financial data relating to net income, as well as discontinued operations, are available in the accompanying financial table in this press release.

Stuart M. Brightman, President and Chief Executive Officer, stated, “The third quarter of 2009 was another excellent quarter for TETRA. Our strong results were driven by another record quarterly earnings performance by our Offshore Services segment and continued strong performances by several of our other businesses. We ended the third quarter with a cash balance of $8.4 million and long-term debt of $414.2 million, significantly below our projected peak long-term debt level, but slightly higher than our June 30, 2009 long-term debt position. This modest increase in long-term debt is predominately due to timing of capital expenditures, and the magnitude of Maritech’s decommissioning expenditures. We anticipate a reduction in debt during the fourth quarter, and we expect to end the year below the $400 million target debt level which was announced in our February 10 press release.

“During the third quarter, our Fluids Division reported a sequential quarterly decrease in revenue and gross margins associated with the normal seasonal decline in our European calcium chloride business. The balance of the Division performed at a

level similar to its second quarter performance, although activity levels increased both in our Gulf of Mexico (GOM) operations, and in our Brazilian operations. Our onshore fluids business declined in connection with slower activity and weaker pricing during the third quarter. As we go forward, we are encouraged by the trends experienced during the third quarter in the GOM and Brazil. We delivered fluids to Brazil under our previously announced Petrobras contract during the third quarter, and we expect those deliveries to continue in the fourth quarter. We continue to believe that Brazil offers strong growth opportunities for the Fluids Division. In addition, we continue to believe that future growth in the GOM will be focused toward deepwater services, as evidenced by our recent increase in activity in that area.

“Our Offshore Services segment reported another record-setting quarter for the period ended September 30. This large increase beyond the record set in the second quarter is attributable to a convergence of several factors. We continue to do very well with repair work on structures that suffered damage during Hurricane Ike. This activity, which was robust during the second quarter, has further increased during the third quarter. The success of the Offshore Services segment in this area derives from a combination of projects secured on a discrete service basis and an integrated service basis. Offshore Services continues to experience strong demand in connection with risk mitigation activities undertaken by our major customers. Favorable weather in the third quarter did not disrupt this backlog of work. The level of performance required to produce these stellar third quarter results also required exceptional operational execution. I am particularly proud of this segment’s continued success in executing work, and of the very favorable response we’ve received from our customer base. As we enter the fourth quarter, we expect to see a lower level of activity in the Offshore Services segment due to seasonal weather disruptions. However, despite these reduced activity levels, we believe that the Offshore Services segment may yield higher results than the segment’s typical fourth quarter operating performance, given the downed structure work currently planned and backlogged.

“Maritech reported a pre-tax operating loss of $7.2 million in the third quarter. This loss was caused primarily by $5 million of repair related expenses associated with the 2008 hurricanes. Production in the third quarter was an average 44.9 MMCFE/day compared to an average 57.1 MMCFE/day in the second quarter of 2009. This decrease in production was caused by several fields being shut-in due to downstream pipeline problems. During the fourth quarter, we expect to resume production on a portion of our East Cameron (EC) 328 property which was damaged during Hurricane Ike. We anticipate this will result in fourth quarter production at a rate similar to our average third quarter production.

“During October, we entered into a settlement with respect to Maritech’s insurance litigation under which we will receive approximately $40 million in cash during the fourth quarter of 2009. As a result of the timing of the settlement and the scheduled payment during the fourth quarter, the full amount of the proceeds will be reflected as a credit to earnings in the fourth quarter.

“In the Production Testing segment, third quarter domestic testing activity and profit margins were relatively flat versus the second quarter. We believe that these results may indicate a stabilization in activity and pricing, and we are cautiously optimistic that domestic activity will increase modestly in connection with improving natural gas prices. Internationally, our testing business continued to perform well in our

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existing markets. We will continue to redeploy assets and target capital spending toward our strong international markets.

“Compressco experienced a minor decrease in activity during the third quarter compared to the second quarter of 2009. This decrease was driven primarily by a continued slow-down in activity in the domestic market. However, Compressco continues to grow internationally, and international markets will continue to be an area of focus for us. The combination of the slower domestic market with the solid international market, while being slightly lower than the second quarter, resulted in a continuation of the excellent margins reported by this business. Compressco’s continued concentration on cost reduction and international growth will be a key focus as we move forward.

           “In conclusion, we are very pleased with our third quarter performance, highlighted again by the results in our Offshore Services segment. Offshore Services continues to benefit from the cumulative impact of our efforts over the last several years in improving execution and marketing, as well as from further integration of our previous acquisitions. Furthermore, we are beginning to believe that we have seen the bottom of the downward trend in the domestic markets for our fluids and testing businesses, both in activity and pricing. Our major capital investment, the calcium chloride facility in El Dorado, Arkansas, is expected to start commercial production in the fourth quarter. Looking forward, we believe we are very well positioned for long-term success in all of our businesses, and we will continue to focus on cash flow and liquidity,” concluded Brightman.

 TETRA is an oil and gas services company, including an integrated calcium chloride and brominated products manufacturing operation that supplies feedstocks to energy markets, as well as other markets.

This press release includes certain statements that are deemed to be forward-looking statements. These forward-looking statements include statements concerning financial guidance, estimated earnings, earnings per share, expected benefits from our agreements and long-term investments, expected benefits from our cost reduction initiatives, expected benefits from the settlement of insurance claims, expected results of operational business segments for 2009, the expected impact of current economic and capital market conditions on the oil and gas industry and our operations, statements regarding our beliefs, expectations, plans, goals, future events and performance, and other statements that are not purely historical. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performances or results and that actual results or developments may differ materially from those projected in the forward-looking statements. Some of the factors that could affect actual results are described in the section titled “Certain Business Risks” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, as well as other risks identified from time to time in its reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission.

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	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
	(In Thousands, Except Per Share Amounts)
Revenues
Fluids Division	$	50,889		$	65,399		$	176,789		$	229,049
Offshore Division
Offshore Services		131,482			84,341			271,783			215,219
Maritech		43,319			51,887			129,939			184,868
Intersegment eliminations		(11,574	)		(8,417	)		(40,600	)		(14,336	)
Offshore Division total		163,227			127,811			361,122			385,751
Production Enhancement Division
Production Testing		19,070			31,365			61,976			92,899
Compressco		20,960			24,735			67,528			71,341
Production Enhancement Division total		40,030			56,100			129,504			164,240
Eliminations and other		(171	)		(211	)		(245	)		(396	)
Total revenues		253,975			249,099			667,170			778,644
Gross profit
Fluids Division		10,236			10,440			40,439			46,090
Offshore Division
Offshore Services		45,800			13,857			75,374			29,832
Maritech		(5,813	)		(1,285	)		(8,662	)		26,034
Intersegment eliminations		1,120			(244	)		546			303
Offshore Division total		41,107			12,328			67,258			56,169
Production Enhancement Division
Production Testing		4,309			10,521			15,452			31,978
Compressco		7,919			11,037			25,631			30,786
Production Enhancement Division total		12,228			21,558			41,083			62,764
Eliminations and other		(798	)		(618	)		(2,248	)		(1,841	)
Total gross profit		62,773			43,708			146,532			163,182
General and administrative expense		24,230			25,641			71,253			78,762
Operating income		38,543			18,067			75,279			84,420
Interest expense, net		2,969			4,217			9,557			12,966
Other expense (income)		1,687			(5,316	)		61			(4,547	)
*Income before taxes and discontinued operations (A)		33,887			19,166			65,661			76,001
Provision for income taxes		11,075			7,048			22,269			26,372
Income before discontinued operations		22,812			12,118			43,392			49,629
Loss from discontinued operations, net of taxes (A)		(150	)		(461	)		(393	)		(1,868	)
Net income	$	22,662		$	11,657		$	42,999		$	47,761

*Income before taxes and discontinued operations
Fluids Division	5,800		1,895		19,169		24,306
Offshore Division
Offshore Services	40,250		9,793		62,630		17,237
Maritech	(7,158	)	1,814		(9,403	)	26,757
Intersegment eliminations	1,120		(243	)	622		303
Offshore Division total	34,212		11,364		53,849		44,297
Production Enhancement Division
Production Testing	2,850		8,127		15,931		25,885
Compressco	5,277		8,039		17,850		22,680
Production Enhancement Division total	8,127		16,166		33,781		48,565
Corporate overhead (includes interest)	(14,252	)	(10,259	)	(41,138	)	(41,167	)
Total	33,887		19,166		65,661		76,001

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	Three Months Ended						Nine Month Ended
	September 30,						September 30,
	2009			2008			2009			2008
	(In Thousands, Except Per Share Amounts)
Basic per share information:
Income before discontinued operations	$	0.30		$	0.16		$	0.58		$	0.67
Loss from discontinued operations		(0.00	)		(0.01	)		(0.01	)		(0.03	)
Net income	$	0.30		$	0.15		$	0.57		$	0.64
Weighted average shares outstanding		75,013			74,613			74,973			74,388
Diluted per share information
Income before discontinued operations	$	0.30		$	0.16		$	0.58		$	0.65
Loss from discontinued operations		(0.00	)		(0.01	)		(0.01	)		(0.02	)
Net income	$	0.30		$	0.15		$	0.57		$	0.63
Weighted average shares outstanding		76,060			76,316			75,490			75,874
Depreciation, depletion and amortization (B)	$	37,445		$	50,393		$	114,322		$	134,192

(A) Information presented for each period reflects TETRA’s Process Services and Venezuelan fluids and production testing operations as discontinued operations.

(B) DD&A information for 2009 and 2008 includes asset impairments and oil and gas dry hole costs under successful efforts accounting.

Balance Sheet	September 30, 2009		December 31, 2008
	(In Thousands)
Cash	$	8,423	$	6,032
Accounts receivable, net		236,419		225,491
Inventories		118,657		117,731
Other current assets		64,086		86,059
PP&E, net		843,587		807,466
Other assets		143,935		169,845
Total assets	$	1,415,107	$	1,412,624
Current liabilities	$	222,851	$	212,481
Long-term debt		414,183		406,840
Other long-term liabilities		223,057		277,482
Equity		555,016		515,821
Total liabilities and equity	$	1,415,107	$	1,412,624

Contact:

TETRA Technologies, Inc., The Woodlands, Texas

Stuart M. Brightman, 281/367-1983

Fax: 281/364-4346

www.tetratec.com                                                                           

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