10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

 (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the quarterly period ended MARCH 31, 2019

or 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from to.

Commission File Number 1-13455

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	74-2148293
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
24955 Interstate 45 North
The Woodlands, Texas	77380
(Address of Principal Executive Offices)	(Zip Code)

(281) 367-1983

(Registrant’s Telephone Number, Including Area Code)

_______________________________________________________________________

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ]  No [   ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [ X ]  No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ X ]
Non-accelerated filer [   ]	Smaller reporting company [   ]
Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ]  No [ X ]

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TTI	New York Stock Exchange

 As ofMay 8, 2019, there were125,609,276 shares outstanding of the Company’s Common Stock, $0.01 par value per share.

TETRA Technologies, Inc. and Subsidiaries
Table of Contents
	Page
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations	1
Consolidated Statements of Comprehensive Income (Loss)	2
Consolidated Balance Sheets	3
Consolidated Statements of Equity	5
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures about Market Risk	31
Item 4. Controls and Procedures	32
PART II—OTHER INFORMATION
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3. Defaults Upon Senior Securities	33
Item 4. Mine Safety Disclosures	33
Item 5. Other Information	33
Item 6. Exhibits	34
SIGNATURES	35

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements.

TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Operations

(In Thousands, Except Per Share Amounts)

(Unaudited)

	Three Months Ended March 31,
	2019			2018
Revenues:
Product sales	$	91,781		$	75,953
Services	151,947			123,428
Total revenues	243,728			199,381
Cost of revenues:
Cost of product sales	74,588			60,214
Cost of services	102,156			84,743
Depreciation, amortization, and accretion	30,628			26,441
Impairments and other charges	146			—
Total cost of revenues	207,518			171,398
Gross profit	36,210			27,983
General and administrative expense	34,277			30,803
Interest expense, net	18,379			14,973
Warrants fair value adjustment (income) expense	407			(1,994		)
CCLP Series A Preferred Units fair value adjustment (income) expense	1,163			1,358
Other (income) expense, net	(951		)	2,776
Loss before taxes and discontinued operations	(17,065		)	(19,933		)
Provision for income taxes	1,609			1,124
Loss before discontinued operations	(18,674		)	(21,057		)
Discontinued operations:
Loss from discontinued operations (including 2018 loss on disposal of $31.5 million), net of taxes	(426		)	(41,706		)
Net loss	(19,100		)	(62,763		)
Less: loss attributable to noncontrolling interest	8,262			9,115
Net loss attributable to TETRA stockholders	$	(10,838	)	$	(53,648	)
Basic net loss per common share:
Loss before discontinued operations attributable to TETRA stockholders	$	(0.09	)	$	(0.10	)
Loss from discontinued operations attributable to TETRA stockholders	$	0.00		$	(0.36	)
Net loss attributable to TETRA stockholders	$	(0.09	)	$	(0.46	)
Average shares outstanding	125,681			117,598
Diluted net loss per common share:
Loss before discontinued operations attributable to TETRA stockholders	$	(0.09	)	$	(0.10	)
Loss from discontinued operations attributable to TETRA stockholders	$	0.00		$	(0.36	)
Net loss attributable to TETRA stockholders	$	(0.09	)	$	(0.46	)
Average diluted shares outstanding	125,681			117,598

See Notes to Consolidated Financial Statements

1

TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(In Thousands)

(Unaudited)

	Three Months Ended March 31,
	2019			2018
Net loss	$	(19,100	)	$	(62,763	)
Foreign currency translation adjustment, net of taxes of $0 in 2019 and 2018	(406		)	1,283
Comprehensive loss	(19,506		)	(61,480		)
Less: Comprehensive loss attributable to noncontrolling interest	8,086			9,500
Comprehensive loss attributable to TETRA stockholders	$	(11,420	)	$	(51,980	)

See Notes to Consolidated Financial Statements

2

TETRA Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands)

	March 31, 2019			December 31, 2018
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	36,868		$	40,038
Restricted cash	65			64
Trade accounts receivable, net of allowances of $1,651 in 2019 and $2,583 in 2018	183,646			187,592
Inventories	156,628			143,571
Assets of discontinued operations	1,422			1,354
Notes receivable	7,586			7,544
Prepaid expenses and other current assets	24,078			20,528
Total current assets	410,293			400,691
Property, plant, and equipment:
Land and building	78,183			78,746
Machinery and equipment	1,286,832			1,265,732
Automobiles and trucks	35,519			35,568
Chemical plants	189,522			188,641
Construction in progress	49,540			44,419
Total property, plant, and equipment	1,639,596			1,613,106
Less accumulated depreciation	(778,647		)	(759,175		)
Net property, plant, and equipment	860,949			853,931
Other assets:
Goodwill	25,859			25,859
Patents, trademarks and other intangible assets, net of accumulated amortization of $82,634 in 2019 and $80,401 in 2018	80,293			82,184
Deferred tax assets, net	13			13
Operating lease right-of-use assets	60,149			—
Other assets	21,969			22,849
Total other assets	188,283			130,905
Total assets	$	1,459,525		$	1,385,527

See Notes to Consolidated Financial Statements

3

TETRA Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

(In Thousands, Except Share Amounts)

	March 31, 2019			December 31, 2018
	(Unaudited)
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable	$	88,223		$	80,279
Unearned income	50,379			26,695
Accrued liabilities and other	77,107			89,232
Liabilities of discontinued operations	3,529			4,145
Total current liabilities	219,238			200,351
Long-term debt, net	845,843			815,560
Deferred income taxes	3,456			3,242
Asset retirement obligations	12,331			12,202
CCLP Series A Preferred Units	18,278			27,019
Warrants liability	2,480			2,073
Operating lease liabilities	49,632			—
Other liabilities	8,157			12,331
Total long-term liabilities	940,177			872,427
Commitments and contingencies
Equity:
TETRA stockholders' equity:
Common stock, par value $0.01 per share; 250,000,000 shares authorized at March 31, 2019 and December 31, 2018; 128,412,688 shares issued at March 31, 2019 and 128,455,134 shares issued at December 31, 2018	1,284			1,285
Additional paid-in capital	462,241			460,680
Treasury stock, at cost; 2,785,981 shares held at March 31, 2019, and 2,717,569 shares held at December 31, 2018	(19,105		)	(18,950		)
Accumulated other comprehensive income (loss)	(52,245		)	(51,663		)
Retained deficit	(225,947		)	(217,952		)
Total TETRA stockholders' equity	166,228			173,400
Noncontrolling interests	133,882			139,349
Total equity	300,110			312,749
Total liabilities and equity	$	1,459,525		$	1,385,527

See Notes to Consolidated Financial Statements

4

TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Equity

(In Thousands)

	Common Stock Par Value			Additional Paid-In Capital			Treasury Stock			Accumulated Other  Comprehensive Income (Loss)			Retained Earnings			Noncontrolling Interest			Total Equity
										Currency Translation
Balance at December 31, 2018	$	1,285		$	460,680		$	(18,950	)	$	(51,663	)	$	(217,952	)	$	139,349		$	312,749
Net loss for first quarter 2019	—			—			—			—			(10,838		)	(8,262		)	(19,100		)
Translation adjustment, net of taxes of $0	—			—			—			(582		)	—			176			(406		)
Comprehensive loss	—			—			—			—			—			—			(19,506		)
Distributions to public unitholders	—			—			—			—			—			(307		)	(307		)
Equity award activity	(1		)	—			—			—			—			—			(1		)
Treasury stock activity, net	—			—			(155		)	—			—			—			(155		)
Equity compensation expense	—			1,628			—			—			—			311			1,939
Conversions of CCLP Series A Preferred	—			—			—			—			—			2,539			2,539
Cumulative effect adjustment	—			—			—			—			2,843			—			2,843
Other	—			(67		)	—			—			—			76			9
Balance at March 31, 2019	$	1,284		$	462,241		$	(19,105	)	$	(52,245	)	$	(225,947	)	$	133,882		$	300,110

	Common Stock Par Value		Additional Paid-In Capital			Treasury Stock			Accumulated Other  Comprehensive Income (Loss)			Retained Earnings			Noncontrolling Interest			Total Equity
									Currency Translation
Balance at December 31, 2017	$	1,185	$	425,648		$	(18,651	)	$	(43,767	)	$	(156,335	)	$	144,481		$	352,561
Net loss for first quarter 2018	—		—			—			—			(53,648		)	(9,115		)	(62,763		)
Translation adjustment, net of taxes of $0	—		—			—			1,668			—			(385		)	1,283
Comprehensive loss	—		—			—			—			—			—			(61,480		)
Distributions to public unitholders	—		—			—			—			—			(4,358		)	(4,358		)
Equity award activity	20		—			—			—			—			—			20
Treasury stock activity, net	—		—			(170		)	—			—			—			(170		)
Issuance of common stock for business combination	77		28,135			—			—			—			—			28,212
Equity compensation expense	—		1,434			—			—			—			(655		)	779
Conversions of CCLP Series A Preferred	—		—			—			—			—			10,103			10,103
Other	—		(171		)	—			—			—			(35		)	(206		)
Balance at March 31, 2018	$	1,282	$	455,046		$	(18,821	)	$	(42,099	)	$	(209,983	)	$	140,036		$	325,461

5

TETRA Technologies, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(In Thousands)

(Unaudited)

	Three Months Ended March 31,
	2019			2018
Operating activities:
Net loss	$	(19,100	)	$	(62,763	)
Reconciliation of net loss to cash provided by (used in) operating activities:
Depreciation, amortization, and accretion	30,627			28,509
Impairment and other charges	146			—
Benefit for deferred income taxes	229			(61		)
Equity-based compensation expense	2,165			876
Provision for doubtful accounts	627			453
Non-cash loss on disposition of business	—			32,369
Amortization of deferred financing costs	953			1,224
CCLP Series A Preferred redemption premium	397			—
CCLP Series A Preferred accrued paid in kind distributions	599			1,523
CCLP Series A Preferred fair value adjustment	1,163			1,358
Warrants fair value adjustment	407			(1,994		)
Contingent consideration liability fair value adjustment	(400		)	—
Expense for unamortized finance costs and other non-cash charges and credits	339			3,668
Gain on sale of assets	(201		)	90
Changes in operating assets and liabilities:
Accounts receivable	2,353			6,584
Inventories	(15,809		)	(13,467		)
Prepaid expenses and other current assets	(3,222		)	(4,311		)
Trade accounts payable and accrued expenses	6,638			(24,586		)
Other	(499		)	(733		)
Net cash provided by (used in) operating activities	7,412			(31,261		)
Investing activities:
Purchases of property, plant, and equipment, net	(32,409		)	(28,892		)
Acquisition of businesses, net of cash acquired	—			(42,002		)
Proceeds from disposal of business	—			3,121
Proceeds on sale of property, plant, and equipment	364			76
Other investing activities	319			146
Net cash used in investing activities	(31,726		)	(67,551		)
Financing activities:
Proceeds from long-term debt	66,000			474,550
Principal payments on long-term debt	(35,451		)	(278,150		)
CCLP distributions	(307		)	(4,358		)
Redemptions of CCLP Series A Preferred	(8,346		)	—
Tax remittances on equity based compensation	(429		)	(293		)
Debt issuance costs	(155		)	(6,139		)
Net cash provided by financing activities	21,312			185,610
Effect of exchange rate changes on cash	(167		)	(96		)
Increase (decrease) in cash and cash equivalents	(3,169		)	86,702
Cash and cash equivalents and restricted cash at beginning of period	40,102			26,389
Cash and cash equivalents and restricted cash at end of period	$	36,933		$	113,091
Supplemental cash flow information:
Interest paid	$	15,544		$	17,710
Income taxes paid	1,644			1,331

See Notes to Consolidated Financial Statements

6

TETRA Technologies, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

NOTE A – ORGANIZATION, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES

Organization

We are a geographically diversified oil and gas services company, focused on completion fluids and associated products and services, water management, frac flowback, production well testing and offshore rig cooling services, and compression services and equipment. We were incorporated in Delaware in 1981. We are composed of three divisions – Completion Fluids & Products, Water & Flowback Services, and Compression. Unless the context requires otherwise, when we refer to “we,” “us,” and “our,” we are describing TETRA Technologies, Inc. and its consolidated subsidiaries on a consolidated basis.

Presentation

Our unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 March 31, 2019 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2019.

We consolidate the financial statements of CSI Compressco LP and its subsidiaries ("CCLP") as part of our Compression Division, as we determined that CCLP is a variable interest entity and we are the primary beneficiary. We control the financial interests of CCLP and have the ability to direct the activities of CCLP that most significantly impact its economic performance through our ownership of its general partner. The share of CCLP net assets and earnings that is not owned by us is presented as noncontrolling interest in our consolidated financial statements. Our cash flows from our investment in CCLP are limited to the quarterly distributions we receive on our CCLP common units and general partner interest (including incentive distribution rights) and the amounts collected for services we perform on behalf of CCLP, as TETRA's capital structure and CCLP's capital structure are separate, and do not include cross default provisions, cross collateralization provisions, or cross guarantees.

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. Securities and Exchange Commission ("SEC") and do not include all information and footnotes required by U.S. generally accepted accounting principles ("U.S. GAAP") for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2018 and notes thereto included in our Annual Report on Form 10-K, which we filed with the SEC on March 4, 2019.

Significant Accounting Policies

We have added policies for the recording of leases in conjunction with the adoption of the new lease standard discussed in our "Leases" and "New Accounting Pronouncements" sections below. Other than the additional lease policies described herein, there have been no significant changes in our accounting policies or the application of these policies.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, and impairments during the reporting period. Actual results could differ from those estimates, and such differences could bematerial.

Leases

As a lessee, unless the lease meets the criteria of short-term and is excluded per our policy election described below, we initially recognize a lease liability and related right-of-use asset on the commencement date.

7

The right-of-use asset represents our right to use an underlying asset and the lease liability represents our obligation to make lease payments to the lessor over the lease term.    

Long-term operating leases are included in operating lease right-of-use assets, accrued liabilities and other, and operating lease liabilities in our consolidated balance sheet as of March 31, 2019. Long-term finance leases are included in property, plant and equipment, accrued liabilities and other, and other liabilities in our consolidated balance sheet as of March 31, 2019. We determine whether a contract is or contains a lease at inception of the contract. Where we are a lessee in a contract that includes an option to extend or terminate the lease, we include the extension period or exclude the period covered by the termination option in our lease term, if it is reasonably certain that we would exercise the option.

As an accounting policy election, we do not include short-term leases on our balance sheet. Short-term leases include leases with a term of 12 months or less, inclusive of renewal options we are reasonably certain to exercise. The lease payments for short-term leases are included as operating lease costs on a straight-line basis over the lease term in cost of revenues or general and administrative expense based on the use of the underlying asset. We recognize lease costs for variable lease payments not included in the determination of a lease liability in the period in which an obligation is incurred.

As allowed by U.S. GAAP, we do not separate nonlease components from the associated lease component for our compression services contracts and instead account for those components as a single component based on the accounting treatment of the predominant component. In our evaluation of whether Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 842 "Leases" or ASC 606 "Revenue from Contracts with Customers" is applicable to the combined component based on the predominant component, we determined the services nonlease component is predominant, resulting in the ongoing recognition of our compression services contracts following ASC 606.

Our operating and finance leases are recognized at the present value of lease payments over the lease term. When the implicit discount rate is not readily determinable, we use our incremental borrowing rate to calculate the discount rate used to determine the present value of lease payments. Consistent with other long-lived assets or asset groups that are held and used, we test for impairment of our right-of-use assets when impairment indicators are present.

Foreign Currency Translation

The cumulative translation effects of translating the applicable accounts from the functional currencies into the U.S. dollar at current exchange rates are included as a separate component ofequity. Foreign currency exchange (gains) and losses are included in other (income) expense, net and totaled $1.2 millionduring the three months ended March 31, 2019 and $0.9 million during the three months ended March 31, 2018, respectively.

New Accounting Pronouncements

Standards adopted in 2019

In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)" to increase comparability and transparency among different organizations. Organizations are required to recognize right-of-use lease assets and lease liabilities in the balance sheet related to the right to use the underlying asset for the lease term. In addition, through improved disclosure requirements, ASC 842 will enable users of financial statements to further understand the amount, timing, and uncertainty of cash flows arising from leases. We adopted the standard effective January 1, 2019. The standard had a material impact on our consolidated balance sheet, specifically, the reporting of our operating leases. The impact in the reporting of our finance leases was insignificant.

We chose to transition using a modified retrospective approach which allows for the recognition of a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption rather than the earliest period presented. Comparative information is reported under the accounting standards that were in effect for those periods. In addition, upon transition, we elected the package of practical expedients, which allows us to continue to apply historical lease classifications to existing contracts. Upon adoption, we recognized $60.6 million in operating right-of-use assets, $12.0 million in accrued liabilities and other, and $50.7 million in operating lease liabilities in our consolidated balance sheet. In addition, we also recognized a $2.8 million cumulative effect adjustment to increase retained earnings, primarily as a result of a deferred gain from a previous sale and

8

leaseback transaction on our corporate headquarters facility that was accounted for as an operating lease. Refer to Note K - “Leases” for further information on our leases.    

In February 2018, the FASB issued ASU 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220)" that gives entities the option to reclassify the income tax effects of the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. This is effective for us on January 1, 2019, however, as we do not have associated tax effects in accumulated other comprehensive income, there was no impact.

In June 2018, the FASB issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” to align the measurement and classification guidance for share-based payments to nonemployees with the guidance currently applied to employees, with certain exceptions. We adopted this ASU during the three months ended March 31, 2019, with no material impact to our consolidated financial statements.

Standards not yet adopted

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. ASU 2016-13 has an effective date of the first quarter of fiscal 2020. We are currently assessing the potential effects of these changes to our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The ASU is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods, with early adoption permitted, under a prospective adoption. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

NOTE B – INVENTORIES

Components of inventories as of March 31, 2019 and December 31, 2018 are as follows: 

	March 31, 2019		December 31, 2018
	(In Thousands)
Finished goods	$	72,831	$	69,762
Raw materials	3,279		3,503
Parts and supplies	44,915		47,386
Work in progress	35,603		22,920
Total inventories	$	156,628	$	143,571

Finished goods inventories include newly manufactured clear brine fluids as well as used brines that are repurchased from certain customers for recycling. Work in progress inventory consists primarily of new compressor packages located in the CCLP fabrication facility in Midland, Texas.

9

NOTE C – NET INCOME (LOSS) PER SHARE

The following is a reconciliation of the weighted average number of common shares outstanding with the number of shares used in the computations of net income (loss) per common and common equivalent share:

	Three Months Ended March 31,
	2019	2018
	(In Thousands)
Number of weighted average common shares outstanding	125,681	117,598
Assumed exercise of equity awards and warrants	—	—
Average diluted shares outstanding	125,681	117,598

For thethree month periods ended March 31, 2019 and March 31, 2018, the average diluted shares outstanding excludes the impact of all outstanding equity awards and warrants, as the inclusion of these shares would have been anti-dilutive due to the net losses recorded during the periods. In addition, for the three month periods ended March 31, 2019 and March 31, 2018, the calculation of diluted earnings per common share excludes the impact of the CCLP Preferred Units (as defined in Note F), as the inclusion of the impact from conversion of the CCLP Preferred Units into CCLP common units would have been anti-dilutive.

NOTE D – DISCONTINUED OPERATIONS

On March 1, 2018, we closed a series of related transactions that resulted in the disposition of our Offshore Division. As a result, we have accounted for our Offshore Division, consisting of our Offshore Services and Maritech segments, as discontinued operations and have revised prior period financial statements to exclude these businesses from continuing operations. A summary of financial information related to our discontinued operations is as follows:

Reconciliation of the Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Loss from Discontinued Operations

(in thousands)

	Three Months Ended March 31, 2019								Three Months Ended March 31, 2018
	Offshore Services			Maritech		Total			Offshore Services			Maritech			Total
Major classes of line items constituting pretax loss from discontinued operations
Revenue	$	—		$	—	$	—		$	4,477		$	186		$	4,663
Cost of revenues	22			—		22			11,123			238			11,361
Depreciation, amortization, and accretion	—			—		—			1,856			213			2,069
General and administrative expense	404			—		404			1,253			186			1,439
Other (income) expense, net	—			—		—			39			—			39
Pretax loss from discontinued operations	(426		)	—		(426		)	(9,794		)	(451		)	(10,245		)
Pretax loss on disposal of discontinued operations						—									(33,788		)
Total pretax loss from discontinued operations						(426		)							(44,033		)
Income tax benefit						—									(2,327		)
Total loss from discontinued operations						$	(426	)							$	(41,706	)

10

Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Statement of Financial Position

(in thousands)

	March 31, 2019						December 31, 2018
	Offshore Services		Maritech		Total		Offshore Services		Maritech		Total
Carrying amounts of major classes of assets included as part of discontinued operations
Trade receivables	$	81	$	1,340	$	1,421	$	—	$	1,340	$	1,340
Other current assets	1		—		1		14		—		14
Assets of discontinued operations	$	82	$	1,340	$	1,422	$	14	$	1,340	$	1,354
Carrying amounts of major classes of liabilities included as part of discontinued operations
Trade payables	$	616	$	—	$	616	$	740	$	—	$	740
Accrued liabilities	838		2,075		2,913		1,330		2,075		3,405
Liabilities of discontinued operations	$	1,454	$	2,075	$	3,529	$	2,070	$	2,075	$	4,145

NOTE E – LONG-TERM DEBT AND OTHER BORROWINGS

We believe our capital structure, excluding CCLP, ("TETRA") and CCLP's capital structure should be considered separately, as there are no cross default provisions, cross collateralization provisions, or cross guarantees between CCLP's debt and TETRA's debt.

Consolidated long-term debt as of March 31, 2019 and December 31, 2018, consists of the following:

		March 31, 2019		December 31, 2018
		(In Thousands)
TETRA	Scheduled Maturity
Asset-based credit agreement (presented net of unamortized deferred financing costs of $1.6 million as of March 31, 2019)	September 10, 2023	$	29,131	$	—
Term credit agreement (presented net of the unamortized discount of $7 million as of March 31, 2019 and $7.2 million as of December 31, 2018 and net of unamortized deferred financing costs of $10 million as of March 31, 2019 and $10.2 million as of December 31, 2018)	September 10, 2025	183,020		182,547
TETRA total debt		212,151		182,547
Less current portion		—		—
TETRA total long-term debt		$	212,151	$	182,547
CCLP
CCLP asset-based credit agreement	June 29, 2023	—		—
CCLP 7.25% Senior Notes (presented net of the unamortized discount of $2.1 million as of March 31, 2019 and $2.2 million as of December 31, 2018 and net of unamortized deferred financing costs of $3.6 million as of March 31, 2019 and $3.9 million as of December 31, 2018)	August 15, 2022	290,204		289,797
CCLP 7.50% Senior Secured Notes (presented net of unamortized deferred financing costs of $6.5 million as of March 31, 2019 and $6.8 million as of December 31, 2018)	April 1, 2025	343,488		343,216
CCLP total debt		633,692		633,013
Less current portion		—		—
Consolidated total long-term debt		$	845,843	$	815,560

As of March 31, 2019, TETRA had a $30.7 million outstanding balance and$9.0 million in letters of creditagainst its asset-based credit agreement ("ABL Credit Agreement"). As of March 31, 2019, subject to compliance

11

with the covenants, borrowing base, and other provisions of the agreement that may limit borrowings, TETRA had an availability of $27.3 million under this agreement. There was no balance outstanding under the CCLP asset-based credit agreement ("CCLP Credit Agreement") as of March 31, 2019. As of March 31, 2019, and subject to compliance with the covenants, borrowing base, and other provisions of the agreements that may limit borrowings under the CCLP Credit Agreement, CCLP had availability of $18.4 million.

TETRA and CCLP credit and senior note agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments. TETRA and CCLP are both in compliance with all covenants of their respective credit and senior note agreements as of March 31, 2019.

NOTE F – CCLP SERIES A CONVERTIBLE PREFERRED UNITS

During 2016, CCLP issued an aggregate of 6,999,126 of CSI Compressco LP Series A Convertible Preferred Units representing limited partner interests in CCLP (the “CCLP Preferred Units”) for a cash purchase price of $11.43 per CCLP Preferred Unit (the “Issue Price”). We purchased 874,891 of the CCLP Preferred Units at the aggregate Issue Price of $10.0 million.

Unless otherwise redeemed for cash, a ratable portion of the CCLP Preferred Units has been, and will continue to be, converted into CCLP common units on the eighth day of each month over a period of thirty months that began in March 2017 and will end in August 2019 (each, a “Conversion Date”). Based on the number of CCLP Preferred Units outstanding as of March 31, 2019, the maximum aggregate number of CCLP common units that could be required to be issued pursuant to the conversion provisions of the CCLP Preferred Units is approximately 10.2 million CCLP common units; however, CCLP may, at its option, pay cash, or a combination of cash and common units, to the holders of the CCLP Preferred Units instead of issuing common units on any Conversion Date, subject to certain restrictions as described in the Second Amended and Restated CCLP Partnership Agreement and the CCLP Credit Agreement. Beginning with the January 2019 Conversion Date, CCLP has elected to redeem the remaining CCLP Preferred Units for cash, resulting in 783,046 CCLP Preferred Units being redeemed during the three months ended March 31, 2019 for $8.3 million, which includes approximately $0.4 million of redemption premium that was paid and charged to other (income) expense, net in the accompanying consolidated statements of operations. The total number of CCLP Preferred Units outstanding as of March 31, 2019 was 1,779,417, of which we held 223,474.

Based on the conversion provisions of the CCLP Preferred Units, calculated as of March 31, 2019, using the trading prices of the common units over the prior month, along with other factors, and as otherwise impacted by the existence of certain conditions related to the CCLP common units (the "Conversion Price"), the theoretical number of CCLP common units that would be issued if all of the outstanding CCLP Preferred Units were converted on March 31, 2019 on the same basis as the monthly conversions would be approximately 7.4 million CCLP common units, with an aggregate market value of $21.0 million. If converted to CCLP common units, a $1 decrease in the Conversion Price would result in the issuance of 2.8 million additional CCLP common units pursuant to these conversion provisions.

NOTE G – FAIR VALUE MEASUREMENTS

Financial Instruments

CCLP Preferred Units

The CCLP Preferred Units are valued using a lattice modeling technique that, among a number of lattice structures, includes significant unobservable items (a Level 3 fair value measurement). These unobservable items include (i) the volatility of the trading price of CCLP's common units compared to a volatility analysis of equity prices of CCLP's comparable peer companies, (ii) a yield analysis that utilizes market information related to the debt yields of comparable peer companies, and (iii) a future conversion price analysis. During the three month periods ended March 31, 2019 and March 31, 2018, the changes in the fair value of the CCLP Preferred Units resulted in $1.2 million and $1.4 million being charged to earnings, respectively, in the consolidated statements of operations.

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Warrants

The Warrants are valued using a Black Scholes option valuation model that includes implied volatility of the trading price (a Level 3 fair value measurement). During the three month periods ended March 31, 2019 and March 31, 2018, the changes in the fair value of the Warrants liability resulted in $0.4 million being charged to earnings and $2.0 million being credited to earnings, respectively, in the consolidated statement of operations.

Contingent Consideration

The fair value of the contingent consideration associated with the February 2018 acquisition of SwiftWater Energy Services, LLC ("SwiftWater") is based on a probability simulation utilizing forecasted revenues and EBITDA of the water management business of SwiftWater and all of our pre-existing operations in the Permian Basin (a Level 3 fair value measurement). At March 31, 2019, the estimated fair value for the liability associated with the contingent purchase price consideration was $10.6 million, resulting in $0.4 million being credited to other (income) expense, net, during the three months ended March 31, 2019. In addition, as part of the purchase of JRGO Energy Services LLC ("JRGO") during December 2018, the sellers have the right to receive contingent consideration of up to $1.5 million to be paid during 2019, based on JRGO's performance during the fourth quarter of 2018. Approximately $11.5 million of the $12.1 million combined contingent consideration liability is based on actual 2018 performance and was paid in April 2019, with the remaining being a fair value measurement based on a forecast of SwiftWater 2019 revenues and EBITDA.

Derivative Contracts

We and CCLP each enter into short term foreign currency forward derivative contracts with third parties as part of a program designed to mitigate the currency exchange rate risk exposure on selected transactions of certain foreign subsidiaries. As of March 31, 2019, we and CCLP had the following foreign currency derivative contracts outstanding relating to portions of our foreign operations:

Derivative Contracts	US Dollar Notional Amount		Traded Exchange Rate	Settlement Date
	(In Thousands)
Forward purchase Euro	$	7,245	1.14	6/19/2019
Forward sale Euro	1,139		1.14	4/17/2019
Forward sale pounds sterling	1,329		1.33	4/17/2019
Forward purchase Mexican peso	820		19.52	4/17/2019
Forward sale Norwegian krone	527		8.53	4/17/2019
Forward sale Mexican peso	6,301		19.52	4/17/2019

Derivative Contracts	British Pound Notional Amount	Traded Exchange Rate	Settlement Date
	(In Thousands)
Forward purchase Euro	1,535	0.85	4/17/2019

Derivative Contracts	Swedish Krona Notional Amount	Traded Exchange Rate	Settlement Date
	(In Thousands)
Forward sale Euro	14,041	10.40	4/17/2019

Under this program, we and CCLP may enter into similar derivative contracts from time to time. Although contracts pursuant to this program will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts or qualify for hedge accounting treatment. Accordingly, any change in the fair value of these derivative instruments during a period will be included in the determination of earnings for that period.

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The fair values of foreign currency derivative instruments are based on quoted market values (a Level 2 fair value measurement). The fair values of our and CCLP's foreign currency derivative instruments as of March 31, 2019 and December 31, 2018, are as follows:

Foreign currency derivative instruments	Balance Sheet Location	Fair Value at March 31, 2019			Fair Value at December 31, 2018
		(In Thousands)
Forward purchase contracts	Current assets	$	27		$	41
Forward sale contracts	Current assets	49			76
Forward sale contracts	Current liabilities	(22		)	(126		)
Forward purchase contracts	Current liabilities	(100		)	(168		)
Net asset (liability)		$	(46	)	$	(177	)

None of the foreign currency derivative contracts contain credit risk related contingent features that would require us to post assets or collateral for contracts that are classified as liabilities. During the three months ended March 31, 2019 and March 31, 2018, we recognized $0.6 millionand $28,000 of net gains (losses), respectively, reflected in other (income) expense, net, associated with our foreign currency derivative program.

A summary of these recurring fair value measurements by valuation hierarchy as of March 31, 2019 and December 31, 2018, is as follows:

				Fair Value Measurements Using
	Total as of			Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs			Significant Unobservable Inputs
Description	March 31, 2019			(Level 1)		(Level 2)			(Level 3)
	(In Thousands)
CCLP Series A Preferred Units	$	(18,278	)	$	—	$	—		$	(18,278	)
Warrants liability	(2,480		)	—		—			(2,480		)
Asset for foreign currency derivative contracts	75			—		75			—
Liability for foreign currency derivative contracts	(121		)	—		(121		)	—
Acquisition contingent consideration liability	(12,052		)	—		—			(12,052		)
Net liability	$	(32,856	)

				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	December 31, 2018			(Level 1)		(Level 2)			(Level 3)
	(In Thousands)
CCLP Series A Preferred Units	$	(27,019	)	$	—	$	—		$	(27,019	)
Warrants liability	(2,073		)	—		—			(2,073		)
Asset for foreign currency derivative contracts	117			—		117			—
Liability for foreign currency derivative contracts	(294		)	—		(294		)	—
Acquisition contingent consideration liability	(12,452		)	—		—			(12,452		)
Net liability	$	(41,721	)

The fair values of cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, short-term borrowings and long-term debt pursuant to TETRA's ABL Credit Agreement and Term Credit Agreement, and the CCLP Credit Agreement approximate their carrying amounts. The fair values of the publicly traded CCLP 7.25% Senior Notes at March 31, 2019 and December 31, 2018, were approximately $264.9 million and $266.3 million, respectively. Those fair values compare to the face amount of $295.9 million both at March 31, 2019 and

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December 31, 2018. The fair value of the publicly traded CCLP 7.50% Senior Secured Notes at March 31, 2019 and December 31, 2018 were approximately $336.0 million and $332.5 million, respectively. This fair value compares to aggregate principal amount of such notes at both March 31, 2019 and December 31, 2018, of $350.0 million. We based the fair values of the CCLP 7.25% Senior Notes and the CCLP 7.50% Senior Secured Notes as of March 31, 2019 on recent trades for these notes.

NOTE H – COMMITMENTS AND CONTINGENCIES

Litigation

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

Contingencies of Discontinued Operations

During 2011, in connection with the sale of a significant majority of Maritech's oil and gas producing properties, the buyers of the properties assumed the associated decommissioning liabilities pursuant to the purchase and sale agreements. To the extent that a buyer of these properties fails to perform the abandonment and decommissioning work required, a previous owner, including Maritech, may be required to perform the abandonment and decommissioning obligation. As the former parent company of Maritech, we also may be responsible for performing these abandonment and decommissioning obligations. In March 2018, we closed the Maritech Asset Purchase Agreement with Orinoco Natural Resources, LLC ("Orinoco") that provided for the purchase by Orinoco of the Maritech Properties. Also in March 2018, we finalized the Maritech Equity Purchase Agreement with Orinoco that provided for the purchase by Orinoco of the Maritech Equity Interests. Pursuant to a bonding agreement as part of these transactions (the "Bonding Agreement"), Orinoco is required to replace, within 90 days following the closing, the initial bonds delivered at closing with non-revocable performance bonds, meeting certain requirements, in the aggregate sum of $47.0 million. Orinoco has not delivered such replacement bonds and we are seeking to enforce the terms of the Bonding Agreement. The non-revocable performance bonds delivered at the closing remain in effect. As a result of these transactions, we have effectively exited the businesses of our Offshore Services and Maritech segments and Orinoco assumed all of Maritech's remaining abandonment and decommissioning obligations.

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NOTE I – INDUSTRY SEGMENTS

We manage our operations through three Divisions: Completion Fluids & Products, Water & Flowback Services, and Compression.

 Summarized financial information concerning the business segments is as follows:

	Three Months Ended March 31,
	2019			2018
	(In Thousands)
Revenues from external customers
Product sales
Completion Fluids & Products Division	$	57,328		$	51,057
Water & Flowback Services Division	364			1,250
Compression Division	34,089			23,646
Consolidated	$	91,781		$	75,953
Services
Completion Fluids & Products Division	$	4,253		$	2,049
Water & Flowback Services Division	78,314			59,603
Compression Division	69,380			61,776
Consolidated	$	151,947		$	123,428
Interdivision revenues
Completion Fluids & Products Division	$	—		$	(2	)
Water & Flowback Services Division	—			222
Compression Division	—			—
Interdivision eliminations	—			(220		)
Consolidated	$	—		$	—
Total revenues
Completion Fluids & Products Division	$	61,581		$	53,104
Water & Flowback Services Division	78,678			61,075
Compression Division	103,469			85,422
Interdivision eliminations	—			(220		)
Consolidated	$	243,728		$	199,381
Income (loss) before taxes
Completion Fluids & Products Division	$	6,186		$	2,449
Water & Flowback Services Division	2,231			6,548
Compression Division	(7,801		)	(14,018		)
Interdivision eliminations	6			—
Corporate Overhead(1)	(17,687		)	(14,912		)
Consolidated	$	(17,065	)	$	(19,933	)

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

	Three Months Ended March 31,
	2019			2018
	(In Thousands)
General and administrative expense	$	12,089		$	12,598
Depreciation and amortization	168			151
Interest expense	5,342			4,007
Warrants fair value adjustment (income) expense	407			(1,994		)
Other general corporate (income) expense, net	(319		)	150
Total	$	17,687		$	14,912

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NOTE J – REVENUE FROM CONTRACTS WITH CUSTOMERS

Performance Obligations.Revenue is generally recognized when we transfer control of our products or services to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or providing services to our customers.

Product Sales. Product sales revenues are generally recognized when we ship products from our facility to our customer. The product sales for our Completion Fluid & Products Division consist primarily of clear brine fluids ("CBFs"), additives, and associated manufactured products. Product sales for our Water & Flowback Services Division are typically attributed to specific performance obligations within certain production testing service arrangements. Parts and equipment sales comprise the product sales for the Compression Division.

Services. Service revenues represent revenue recognized over time, as our customer arrangements typically provide agreed upon day-rates (monthly service rates for compression services) and we recognize service revenue based upon the number of days services have been performed. Service revenue recognized over time is associated with a majority of our Water & Flowback Services Division arrangements, compression service and aftermarket service contracts within our Compression Division, and a small portion of Completion Fluids & Products Division revenue that is associated with completion fluid service arrangements. With the exception of the initial terms of the compression services contracts for medium- and high-horsepower compressor packages of our Compression Division, our customer contracts are generally for terms of one year or less. The majority of the service arrangements in the Water & Flowback Services Division are for a period of 90 days or less. Within our Compression Division service revenue,most aftermarket service revenues are recognized at a point in time when we transfer control of our products and complete the delivery of services to our customers.

We receive cash equal to the invoice price for most product sales and services and payment terms typically range from 30 to 60 days from the date we invoice our customer. Since the period between when we deliver products or services and when the customer pays for products or services are not expected to exceed one year, we have elected not to calculate or disclose a financing component for our customer contracts.

Depending on the terms of the arrangement, we may also defer the recognition of revenue for a portion of the consideration received because we have to satisfy a future performance obligation. For example, consideration received from customers during the fabrication of new compressor packages is typically deferred until control of the compressor package is transferred to our customer. For any arrangements with multiple performance obligations, we use management's estimated selling price to determine the stand-alone selling price for separate performance obligations. For revenue associated with mobilization of service equipment as part of a service contract arrangement, such revenue, if significant, is deferred and amortized over the estimated service period. As of March 31, 2019, we had$24.6 millionof remaining performance obligations related to our compression service contracts.As a practical expedient, this amount does not reflect revenue for compression service contracts whose original expected duration is less than 12 months and does not consider the effects of the time value of money. The remaining performance obligations are expected to be recognized through 2022 as follows (in thousands):

	2019		2020		2021		2022		2023		Total
	(In Thousands)
Compression service contracts remaining performance obligations	$	10,444	$	9,851	$	4,240	$	32	$	—	$	24,567

Sales taxes, value added taxes, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. We have elected to recognize the cost for freight and shipping costs as part of cost of product sales when control over our products (i.e. delivery) has transferred to the customer.

Use of Estimates. In recognizing revenue for variable consideration arrangements, the amount of variable consideration recognized is limited so that it is probable that significant amounts of revenues will not be reversed in future periods when the uncertainty is resolved. For products returned by the customer, we estimate the expected returns based on an analysis of historical experience. For volume discounts earned by the customer, we estimate the discount (if any) based on our estimate of the total expected volume of products sold or services to be provided to the customer during the discount period. In certain contracts for the sale of CBF, we may agree to issue credits for the repurchase of reclaimable used fluids from certain customers at an agreed price that is based on the condition of the fluids. For sales of CBF, we adjust the revenue recognized in the period of shipment by the estimated amount of the credit expected to be issued to the customer, and this estimate is based on historical

17

experience. As ofMarch 31, 2019, the amount of remaining credits expected to be issued for the repurchase of reclaimable used fluids was$1.1 millionthat were recorded in inventory (right of return asset) and accounts payable. There were no material differences between amounts recognized during the three month period ended March 31, 2019, compared to estimates made in a prior period from these variable consideration arrangements.

Contract Assets and Liabilities.Any contract assets, along with billed and unbilled accounts receivable, are included in trade accounts receivable in our consolidated balance sheets. We classify contract liabilities as Unearned Income in our consolidated balance sheets. Such deferred revenue typically results from advance payments received on orders for new compressor equipment prior to the time such equipment is completed and transferred to the customer in accordance with the customer contract.

As of March 31, 2019 and December 31, 2018, contract assets were immaterial. The following table reflects the changes in our contract liabilities during the three month period ended March 31, 2019:

	March 31, 2019
	(In Thousands)
Unearned Income, beginning of period	$	25,333
Additional unearned income	49,363
Revenue recognized	(24,858		)
Unearned income, end of period	$	49,838

During the three month period ended March 31, 2019, contract liabilities increased due to unearned income for consideration received on new compressor equipment being fabricated. During thethreemonth period endedMarch 31, 2019,$24.9 million of unearned income was recognized as product sales revenue, primarily associated with deliveries of new compression equipment.

Contract Costs. As of March 31, 2019 and March 31, 2018, contract costs were immaterial.

Disaggregation of Revenue. We disaggregate revenue from contracts with customers into Product Sales and Services within each segment, as noted in our three reportable segments in Note I. In addition, we disaggregate revenue from contracts with customers by geography based on the following table below.

	Three months ended March 31,
	2019		2018
	(In Thousands)
Completion Fluids & Products
U.S.	$	31,606	$	27,909
International	29,975		25,195
	61,581		53,104
Water & Flowback Services
U.S.	73,199		47,038
International	5,479		14,037
	78,678		61,075
Compression
U.S.	93,517		76,980
International	9,952		8,442
	103,469		85,422
Interdivision eliminations
U.S.	—		2
International	—		(222		)
	—		(220		)
Total Revenue
U.S.	198,322		151,929
International	45,406		47,452
	$	243,728	$	199,381

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NOTE K – LEASES

We have operating leases for some of our transportation equipment, office space, warehouse space, operating locations, and machinery and equipment. We have finance leases for certain storage tanks and equipment rentals. Our leases have remaining lease terms ranging from 1 to 16 years. Some of our leases have options to extend for various periods, while some have termination options with prior notice of generally 30 days or six months. The office space, warehouse space, operating location leases, and machinery and equipment leases generally require us to pay all maintenance and insurance costs. We do not have leases that have not yet commenced that create significant rights and obligations. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Variable rent expense was not material.

Our corporate headquarters facility located in The Woodlands, Texas, was sold on December 31, 2012, pursuant to a sale and leaseback transaction. As a condition to the consummation of the purchase and sale of the facility, the parties entered into a lease agreement for the facility having an initial lease term of 15 years, which is classified as an operating lease. Under the terms of the lease agreement, we have the ability to extend the lease for five successive five year periods at base rental rates to be determined at the time of each extension.

Components of lease expense, included in either cost of revenues or general and administrative expense based on the use of the underlying asset, are as follows (inclusive of lease expense for leases not included on our consolidated balance sheet based on our accounting policy election to exclude leases with a term of 12 months or less):

	Three Months Ended March 31, 2019
	(In Thousands)
Operating lease expense	$	5,044
Short-term lease expense	11,161
Finance lease cost:
Accumulated depreciation	31
Interest on lease liabilities	3
Total lease expense	$	16,239

Supplemental cash flow information:

	Three Months Ended March 31, 2019
	(In Thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	4,657
Financing cash flows - finance leases	$	43
Operating cash flows - finance leases	$	3
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	3,257
Finance leases	$	—

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Supplemental balance sheet information:

	March 31, 2019
	(In Thousands)
Operating leases:
Operating lease right-of-use assets	$	60,149
Accrued liabilities and other	$	12,659
Operating lease liabilities	49,632
Total operating lease liabilities	$	62,291
Finance leases:
Property, plant and equipment	$	875
Accumulated depreciation	(664		)
Net property, plant and equipment	$	211
Accrued liabilities and other	$	147
Other liabilities	48
Total finance lease liabilities	$	195

Additional operating and finance lease information:

	March 31, 2019
Weighted average remaining lease term:
Operating leases	7 years
Finance leases	1 year
Weighted average discount rate:
Operating leases	9.37	%
Finance leases	5.80	%

Future minimum lease payments by year and in the aggregate, under non-cancelable finance and operating leases with terms in excess of one year consist of the following at March 31, 2019:

	Finance Leases			Operating Leases
	(In Thousands)
2019	$	148		$	13,350
2020	33			15,536
2021	17			11,488
2022	—			9,009
2023	—			7,770
Thereafter	—			29,351
Total lease payments	198			86,504
Less imputed interest	(3		)	(24,213		)
Total lease liabilities	$	195		$	62,291

At March 31, 2019, future minimum rental receipts under a non-cancelable sublease for office space in one of our locations totaled $6.1 million. For the three months ended March 31, 2019, we recognized sublease income of $0.2 million.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and accompanying notes included in this Quarterly Report.In addition, the following discussion and analysis also should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 4, 2019 ("2018 Annual Report"). This discussion includes forward-looking statements that involve certain risks and uncertainties.

Business Overview  

The growth in revenues for each of our divisions during the three months ended March 31, 2019, resulted in consolidated revenues increasing 22.2% compared to the corresponding prior year quarter. Our Water & Flowback Services Division reported a 28.8% growth in revenues, primarily due to the impact of 2018 acquisition activity, including the impact from the February 2018 acquisition of SwiftWater Energy Services, LLC ("SwiftWater"), along with growth in our existing operations. Our Compression Division also reported strong growth, as continued high demand for compression equipment and services, reflected by a strong new equipment sales backlog and increased compression fleet utilization, resulted in a 21.1% increase in Compression Division revenues compared to the prior year quarter. Our Completion Fluids & Products Division also reported increased revenues, a 16.0% increase compared to the prior year quarter, primarily due to increased international CBF product sales. Demand for many of our products and services remains strong despite continued volatility in pricing for oil, which affects the plans of many of our oil and gas operations customers. Consolidated gross profit increased, primarily due to improved Compression Division profitability, and despite continuing pricing and operating cost challenges in certain markets for our Water & Flowback Services Division and Completion Fluids & Products Division. Consolidated increases in interest expense and general and administrative costs, attributed to the overall growth in operations, partially offset the improved profitability during the three months ended March 31, 2019 compared to the prior year quarter.     

Funding for the expected continuing growth in our operations remains a key focus. Consolidated capital expenditures and consolidated cash provided by operating activities during the three months ended March 31, 2019both increased compared to the prior year quarter. Following the financing restructuring transactions completed during 2018, we have capacity under our term credit agreement(the “Term Credit Agreement”) and our asset-based lending credit agreement (the “ABL Credit Agreement”) to fund our growth capital expenditure plans, as well as potential acquisition transactions. These growth plans, particularly of our Water & Flowback Services Division, are designed to enable us to capitalize on the current demand for domestic onshore services that support hydraulic fracturing in unconventional oil and gas reservoirs. In addition, our Compression Division, through the separate capital structure of our CSI Compressco LP ("CCLP") subsidiary, expects to fund additional 2019 growth capital expenditures for new compression services equipment through $16.9 million of currently available cash as of March 31, 2019, expected operating cash flows, and through up to $15.0 million of new compression services equipment to be purchased by us, and leased to CCLP. These sources are expected to enable CCLP to meet its growth capital expenditure requirements without having to access available borrowings under its credit agreement (the "CCLP Credit Agreement") and without having to access the current debt and equity markets. We and CCLP are aggressively managing our working capital and capital expenditure needs in order to maximize our liquidity in the current environment. The earliest maturity date of our long-term debt is September 2023 and the earliest maturity date of CCLP's long-term debt is August 2022.

Approximately $633.7 million of our consolidated debt balance carrying value is owed by CCLP, serviced by CCLP's existing cash balances and cash provided by CCLP's operations (less its capital expenditures), and $343.5 million of which is secured by certain assets of CCLP. The following table provides condensed consolidating balance sheet information reflecting TETRA's net assets and CCLP's net assets that service and secure TETRA's and CCLP's respective capital structures.

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	March 31, 2019
Condensed Consolidating Balance Sheet	TETRA		CCLP		Eliminations			Consolidated
	(In Thousands)
Cash, excluding restricted cash	$	19,998	$	16,870	$	—		$	36,868
Affiliate receivables	9,856		—		(9,856		)	—
Other current assets	233,774		139,651		—			373,425
Property, plant and equipment, net	210,898		650,051		—			860,949
Long-term affiliate receivables	2,402		—		(2,402		)	—
Other assets, including investment in CCLP	71,750		43,297		73,236			188,283
Total assets	$	548,678	$	849,869	$	60,978		$	1,459,525
Affiliate payables	$	—	$	9,856	$	(9,856	)	$	—
Other current liabilities	102,643		116,595		—			219,238
Long-term debt, net	212,151		633,692		—			845,843
CCLP Series A Preferred Units	—		20,890		(2,612		)	18,278
Warrants liability	2,480		—		—			2,480
Long-term affiliate payable	—		2,402		(2,402		)	—
Other non-current liabilities	65,176		8,400		—			73,576
Total equity	166,228		58,034		75,848			300,110
Total liabilities and equity	$	548,678	$	849,869	$	60,978		$	1,459,525

Critical Accounting Policies

There have been no material changes or developments in the evaluation of the accounting estimates and

the underlying assumptions or methodologies pertaining to our Critical Accounting Policies and Estimates disclosed

in our 2018 Annual Report. In preparing our consolidated financial statements, we make assumptions, estimates, and judgments that affect the amounts reported. These judgments and estimates may change as new events occur, as new information is acquired, and as changes in our operating environments are encountered. Actual results are likely to differ from our current estimates, and those differences may be material.    

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Results of Operations

Three months endedMarch 31, 2019 compared with three months ended March 31, 2018.

Consolidated Comparisons

	Three Months Ended March 31,						Period to Period Change
	2019			2018			2019 vs 2018			% Change
	(In Thousands, Except Percentages)
Revenues	$	243,728		$	199,381		$	44,347		22.2	%
Gross profit	36,210			27,983			8,227			29.4	%
Gross profit as a percentage of revenue	14.9		%	14.0		%
General and administrative expense	34,277			30,803			3,474			11.3	%
General and administrative expense as a percentage of revenue	14.1		%	15.4		%
Interest expense, net	18,379			14,973			3,406			22.7	%
Warrants fair value adjustment (income) expense	407			(1,994		)	2,401
CCLP Series A Preferred Units fair value adjustment (income) expense	1,163			1,358			(195		)
Other (income) expense, net	(951		)	2,776			(3,727		)
Loss before taxes and discontinued operations	(17,065		)	(19,933		)	2,868			14.4	%
Loss before taxes and discontinued operations as a percentage of revenue	(7.0		)%	(10.0		)%
Provision for income taxes	1,609			1,124			485
Loss before discontinued operations	(18,674		)	(21,057		)	2,383
Discontinued operations:
Loss from discontinued operations (including 2018 loss on disposal of $31.5 million), net of taxes	(426		)	(41,706		)	41,280
Net loss	(19,100		)	(62,763		)	43,663
Loss attributable to noncontrolling interest	8,262			9,115			(853		)
Net loss attributable to TETRA stockholders	$	(10,838	)	$	(53,648	)	$	42,810

Consolidated revenuesfor the first quarter of 2019increased compared to the prior year quarter, primarily due to increased Compression Division and Water & Flowback Services Division revenues, which increased by $18.0 millionand $17.6 million, respectively. Our Compression Division reported increased revenues of $18.0 million, primarily due to increased new compressor equipment sales activity. The increase in Water & Flowback Services Division revenues was primarily driven by increased activity in certain domestic and international markets and the impact of a full quarter of SwiftWater, which was acquired on February 28, 2018. Our Completion Fluids & Products Division also reported increased revenues, primarily due to increased international product sales. See Divisional Comparisons section below for additional discussion.

Consolidated gross profit increased during the current year quarter compared to the prior year quarter primarily due to the increased revenues of our Compression Division and our Completion Fluids & Products Division. The increased gross profit from these divisions more than offset the lower gross profit of our Water & Flowback Services Division, which experienced increased costs and challenging customer pricing in competitive markets compared to the prior year quarter. Despite the improvement in activity levels of certain of our businesses, offshore U.S. Gulf of Mexico activity levels remain flat and the impact of pricing pressures continues to challenge profitability in certain onshore markets. Operating expenses reflect the increase in consolidated revenues, although we remain aggressive in managing operating costs and minimizing increased headcount, despite the increased operations.

Consolidated general and administrative expenses increased during the current year quartercompared to the prior year quarter, primarily due to $3.9 million of increased salary related expenses and $0.3 million of increased insurance and other general expenses, partially offset by $0.6 million of decreased professional services fees, and $0.2 million of decreased consulting and other expenses. Increased general and administrative expenses were driven primarily by our Compression and Water & Flowback Services Divisions. Due to the increased consolidated revenues discussed above, general and administrative expense as a percentage of revenues decreased compared to the prior year period.

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Consolidated interest expense, net, increased in the current year quarter primarily due to Compression Division interest expense. Compression Division interest expense increased due to higher CCLP outstanding debt balances and a higher interest rate on the CCLP Senior Secured Notes, a portion of the proceeds of which were used to repay the balance outstanding under the previous CCLP bank credit facility. Corporate interest expense also increased due to higher outstanding debt balances under the TETRA Term Credit Agreement and ABL Credit Agreement. Interest expense during 2019 and 2018 includes $1.0 million and $1.2 million, respectively, of finance cost amortization.

Consolidated other (income) expense, net, was $1.0 million of income during the current year quarter compared to $2.8 million of expense during the prior year quarter, primarily due to $3.5 million of increased expense related to the unamortized deferred financing costs charged to earnings during the prior year quarter as a result of the termination of the CCLP Bank Credit Facility. In addition, other income during the current year period includes $0.4 million associated with the remeasurement of the contingent purchase price consideration for the SwiftWater acquisition.

Our consolidated provision for income taxes during the first three months of 2019 is primarily attributable to taxes in certain foreign jurisdictions and Texas gross margin taxes. Our consolidated effective tax rate for the three month period ended March 31, 2019 and March 31, 2018 of negative 9.4% and negative 5.6%, respectively, was primarily the result of losses generated in entities for which no related tax benefit has been recorded. The losses generated by these entities do not result in tax benefits due to offsetting valuation allowances being recorded against the related net deferred tax assets. We establish a valuation allowance to reduce the deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in our deferred tax assets are net operating loss carryforwards and tax credits that are available to offset future income tax liabilities in the U.S. as well as in certain foreign jurisdictions.

Divisional Comparisons

Completion Fluids & Products Division

	Three Months Ended March 31,						Period to Period Change
	2019			2018			2019 vs 2018		% Change
	(In Thousands, Except Percentages)
Revenues	$	61,581		$	53,104		$	8,477	16.0	%
Gross profit	10,664			6,686			3,978		59.5	%
Gross profit as a percentage of revenue	17.3		%	12.6		%
General and administrative expense	4,728			4,640			88		1.9	%
General and administrative expense as a percentage of revenue	7.7		%	8.7		%
Interest (income) expense, net	(179		)	(233		)	54
Other (income) expense, net	(71		)	(170		)	99
Income before taxes	$	6,186		$	2,449		$	3,737	152.6	%
Income before taxes as a percentage of revenue	10.0		%	4.6		%

The increase in Completion Fluids & Products Division revenues during the current year quarter compared to the prior year quarter was primarily due to $6.3 million of increased product sales revenue primarily due to increased international CBF product sales and domestic manufactured products sales, partially offset by reduced CBF product sales revenues in the U.S. Gulf of Mexico. Additionally, service revenues increased$2.2 million, due to increased international completion services activity. Offshore U.S. Gulf of Mexico activity levels remain challenged, and the impact of pricing pressures continues to hamper profitability.

Completion Fluids & Products Division gross profit during the current year quarter increased significantly compared to the prior year quarter primarily due to the profitability associated with the increased manufactured products and international CBF sales revenues. Gross profit was negatively affected by approximately $0.7 million of costs associated with a damaged manufactured products facility, a portion of which is expected to be reimbursed from insurance proceeds in future periods. Completion Fluids & Products Division profitability in future periods will be affected by the mix of its products and services, including the timing of TETRA CS Neptunecompletion fluid projects.

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The Completion Fluids & Products Division reported a significant increase in pretax earnings during the current year quarter compared to the prior year quarter due to the increase in gross profit discussed above . Completion Fluids & Products Division administrative cost levels remained level compared to the prior year period, as $0.4 million of increased legal and professional fees and $0.2 million of increased general expenses were partially offset by $0.5 million of decreased salary and employee related expenses and $0.1 million of decreased bad debt expense.

Water & Flowback Services Division

	Three Months Ended March 31,						Period to Period Change
	2019			2018			2019 vs 2018			% Change
	(In Thousands, Except Percentages)
Revenues	$	78,678		$	61,075		$	17,603		28.8	%
Gross profit	8,851			11,404			(2,553		)	(22.4	)%
Gross profit as a percentage of revenue	11.2		%	18.7		%
General and administrative expense	6,796			5,278			1,518			28.8	%
General and administrative expense as a percentage of revenue	8.6		%	8.6		%
Interest (income) expense, net	4			(15		)	19
Other (income) expense, net	(180		)	(407		)	227
Income before taxes	$	2,231		$	6,548		$	(4,317	)	65.9	%
Income before taxes as a percentage of revenue	2.8		%	10.7		%

Water & Flowback Services Division revenues increased during the current year quarter compared to the prior year quarter due to increased water management services activity. Water management and flowback services revenues increased $18.5 million during the current year quarter compared to the prior year quarter primarily resulting from the impact of a full quarter of SwiftWater, which was acquired on February 28, 2018, the impact of the December 2018 acquisition of JRGO, and increased demand in completion activity. Product sales revenue decreased by $0.9 million, due to an international equipment sale in the prior period.

The Water & Flowback Services Division reflected decreased gross profit during the current year quarter compared to the prior year quarter, despite increased revenues, due to a shift in revenue mix away from smaller, capital constrained customers towards larger operators with stronger balance sheets. The costs to demobilize from one customer to mobilize for another within the same quarterly period had a meaningful impact on profitability. We also experienced high maintenance costs on our flowback service equipment following the significant activity experienced in the fourth quarter of 2018, which was our highest flowback service revenue quarter in over three years.

The Water & Flowback Services Division reported decreased pretax income compared to the prior year quarter, primarily due to the decrease in gross profit described above. General and administrative expenses increased primarily due to the $1.1 million impact from additional administrative expenses from the operations added as a result of the 2018 acquisitions. Total general and administrative increases included increased wage and benefit related expenses of $1.1 million, increased sales and marketing expenses of $0.4 million, and increased general expenses of $0.1 million, offset by decreased professional fees of $0.1 million. Other income, net, decreased during the current year period despite $0.4 million of income associated with the remeasurement of the contingent purchase price consideration for SwiftWater, primarily due to increased foreign currency losses.

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Compression Division

	Three Months Ended March 31,						Period to Period Change
	2019			2018			2019 vs 2018			% Change
	(In Thousands, Except Percentages)
Revenues	$	103,469		$	85,422		$	18,047		21.1	%
Gross profit	16,859			10,040			6,819			67.9	%
Gross profit as a percentage of revenue	16.3		%	11.8		%
General and administrative expense	10,664			8,286			2,378			28.7	%
General and administrative expense as a percentage of revenue	10.3		%	9.7		%
Interest expense, net	13,213			11,214			1,999
CCLP Series A Preferred fair value adjustment	1,163			1,358			(195		)
Other (income) expense, net	(380		)	3,200			(3,580		)
Loss before taxes	$	(7,801	)	$	(14,018	)	$	6,217		44.4	%
Loss before taxes as a percentage of revenue	(7.5		)%	(16.4		)%

Compression Division revenues increased during the current year quarter compared to the prior year quarter, primarily due to a $10.4 millionincrease in product sales revenues, due to improving demand. Demand for new compressor equipment remains strong, and the current equipment sales backlog has decreased only slightly compared to the prior year quarter, despite significant sales recorded. Changes in our new equipment sales backlog are a function of additional customer orders less completed orders that result in equipment sales revenues. In addition, current year revenues reflect a $7.6 millionincrease in service revenues from compression and aftermarket services operations. This increase in service revenues was primarily due to increasing demand for compression services, as reflected by increased compressor fleet utilization rates. Overall utilization of the Compression Division's compressor fleet has improved sequentially for the past two year period, led by increased utilization of the high- and medium-horsepower fleet.

Compression Division gross profit increased during the current year period compared to the prior year due to increased revenues discussed above. The increased compressor fleet utilization rates have led to increases in customer contract pricing.

The Compression Division recorded a decreased pretax loss primarily due to the increased gross profit discussed above. Interest expense increased compared to the prior year period due to higher outstanding CCLP debt balances and a higher interest rate from the CCLP Senior Secured Notes, issued in March 2018, when compared to the previous CCLP bank credit facility. General and administrative expense levels increased compared to the prior year period, due to increased salary and employee-related expenses, including the impact of increased headcount, incentives and equity compensation, of $2.1 million and increased other general expenses of $0.3 million, offset by $0.1 million of decreased sales and marketing expenses. Largely offsetting the increase in general and administrative and interest expense, prior year other expense, net, reflected $3.5 million of unamortized deferred financing costs charged to earnings as a result of the termination of the previous CCLP bank credit facility. In addition, the Series A Preferred fair value adjustment resulted in a $1.2 million charge to earnings during the current year period compared to a $1.4 million charge to earnings in the prior year period.

Corporate Overhead

	Three Months Ended March 31,						Period to Period Change
	2019			2018			2019 vs 2018			% Change
	(In Thousands, Except Percentages)
Gross profit (loss) (depreciation expense)	$	(168	)	$	(151	)	$	(17	)	(11.3	)%
General and administrative expense	12,089			12,598			(509		)	(4.0	)%
Interest expense, net	5,342			4,007			1,335
Warrants fair value adjustment (income)/expense	407			(1,994		)	2,401
Other (income) expense, net	(319		)	150			(469		)
Loss before taxes	$	(17,687	)	$	(14,912	)	$	(2,775	)	(18.6	)%

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Corporate Overhead pretax loss increased during the current year period compared to the prior year quarter, primarily due to the adjustment of the fair value of the outstanding Warrants liability that resulted in a $0.4 million charge to earnings compared to an $2.0 million credit to earnings during the prior year quarter. Corporate general and administrative expense decreased primarily due to $0.9 million of decreased professional fees, $0.4 million of decreased general expenses, and $0.5 million of decreased consulting fees. These decreases were offset by increased salary related expense of $1.1 million. In addition, other income of $0.3 million was recorded during the current year quarter, compared to $0.2 million of expense during the prior year quarter, primarily due to increased foreign currency gains.

Liquidity and Capital Resources

We believe that the capital structure steps we have taken during the past three years continue to support our ability to meet our financial obligations and fund future growth as needed, despite current uncertain operating and financial markets. As of March 31, 2019, we and CCLP are in compliance with all covenants of our respective debt agreements. Information about the terms and covenants of debt agreements can be found in our 2018 Annual Report.

Because of the level of consolidated debt, we believe it is important to consider our capital structure and CCLP's capital structure separately, as there are no cross default provisions, cross collateralization provisions, or cross guarantees between CCLP's debt and TETRA's debt. Our consolidated debt outstanding has a carrying value of approximately $845.8 million as of March 31, 2019. However, approximately $633.7 million of this consolidated debt balance is owed by CCLP and is serviced from the existing cash balances and cash flows of CCLP, and is secured by certain of CCLP's assets. Through our common unit ownership interest in CCLP, which was approximately 34% as of March 31, 2019, and ownership of an approximately 1% general partner interest, we receive our share of the distributable cash flows of CCLP through its quarterly cash distributions. Approximately $16.9 million of the $36.9 million of the cash balance reflected on our consolidated balance sheet is owned by CCLP and is not accessible by us. As of March 31, 2019, subject to compliance with the covenants, borrowing base, and other provisions of the agreement that may limit borrowings, we had $27.3 million availability under the ABL Credit Agreement. As of March 31, 2019, and subject to compliance with the covenants, borrowing base, and other provisions of the agreement that may limit borrowings under the CCLP Credit Agreement, CCLP had availability of $18.4 million.

Our consolidated sources and uses of cash during the three months ended March 31, 2019 and 2018 are as follows:

	Three months ended March 31,
	2019			2018
	(In Thousands)
Operating activities	$	7,412		$	(31,261	)
Investing activities	(31,726		)	(67,551		)
Financing activities	21,312			185,610

Operating Activities

Consolidated cash flowsincreasedby $38.7 million. CCLP generated $31.6 million of our consolidated cash flows provided by operating activities during the three months ended March 31, 2019 compared to $0.4 million during the prior year period. Operating cash flows increased due to improved operating profitability and due to minimizing the use of cash for working capital changes, particularly related to the timing of payments of accounts payable. We have taken steps to aggressively manage working capital, including increased collection efforts. We continue to monitor customer credit risk in the current environment and have historically focused on serving larger capitalized oil and gas operators and national oil companies.

Investing Activities

Total cashcapital expenditures during the first three months of 2019 were $32.4 million. Our Completion Fluids & Products Division spent $1.5 million on capital expenditures during the first three months of 2019, the majority of which related to plant and facility additions. Our Water & Flowback Services Division spent $7.6 million

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on capital expenditures, primarily to add to its water management equipment fleet. Our Compression Division spent $23.3 million, primarily for growth capital expenditure projects to increase its compression fleet.

Generally, a majority of our planned capital expenditures has been related to identified opportunities to grow and expand certain of our existing businesses. However, certain of these planned expenditures have been, and may continue to be, postponed or canceled as we are reviewing all capital expenditure plans carefully in an effort to conserve cash. We currently have no long-term capital expenditure commitments. The deferral of capital projects could affect our ability to expand our operations in the future. Excluding our Compression Division, we expect to spend approximately $25.0 million to $35.0 million during 2019 on capital expenditures, primarily to expand our Water & Flowback Services Division equipment fleet. Our Compression Division expects to spend approximately $75.0 million to $80.0 million on capital expenditures during 2019 to expand its compressor fleet in response to increased demand for compression services. If the forecasted demand for our products and services during 2019 increases or decreases, the amount of planned expenditures on growth and expansion may be adjusted.

Financing Activities 

During the first three months of 2019, the total amount of consolidated cash provided by financing activities was $21.3 million, consisting primarily of the use of available funds provided under our ABL Credit Agreement. We and CCLP may supplement our existing cash balances and cash flow from operating activities with short-term borrowings, long-term borrowings, leases, issuances of equity and debt securities, and other sources of capital.

TETRA Long-Term Debt

Asset-Based Credit Agreement. The ABL Credit Agreement provides for a senior secured revolving credit facility of up to $100 million, subject to a borrowing base to be determined by reference to the value of TETRA’s and any other borrowers’ inventory and accounts receivable, and contains within the facility a letter of credit sublimit of $20.0 million and a swingline loan sublimit of $10.0 million. The ABL Credit Agreement is scheduled to mature on September 10, 2023. As of May 9, 2019, we have $26.9 million outstanding under our ABL Credit Agreement and $8.9 million letters of credit.

Term Credit Agreement.    The Term Credit Agreement provides for an initial loan in the amount of $200 million and the availability of additional loans, subject to the terms of the Term Credit Agreement, up to an aggregate amount of $75 million. The Term Credit Agreement is scheduled to mature on September 10, 2025. As of May 9, 2019, $220.5 million in aggregate principal amount of our Term Credit Agreement is outstanding.

CCLP Financing Activities

CCLP Preferred Units. The CCLP Preferred Units rank senior to all classes or series of equity securities of CCLP with respect to distribution rights and rights upon liquidation. We and the other holders of CCLP Preferred Units receive quarterly distributions, which are paid in kind in additional CCLP Preferred Units, equal to an annual rate of 11.00% of the Issue Price ($1.2573 per unit annualized) of the outstanding CCLP Preferred Units, subject to certain adjustments. 

Unless otherwise redeemed for cash, a ratable portion of the CCLP Preferred Units has been, and will be, converted into CCLP common units on the eighth day of each month over a period of thirty months that began in March 2017 and will end in August 2019 (each, a “Conversion Date”). Beginning with the January 2019 Conversion Date, CCLP elected to redeem the remaining CCLP Preferred Units for cash, resulting in 783,046 Preferred Units being redeemed during the three months ended March 31, 2019 for $9.4 million, which includes approximately $0.4 million of redemption premium that was paid. Including the impact of paid in kind distributions of CCLP Preferred Units and conversions of CCLP Preferred Units into CCLP common units, and the redemption of CCLP Preferred Units for cash, the total number of CCLP Preferred Units outstanding as of March 31, 2019 was 1,779,417, of which we held 223,474.

CCLP Bank Credit Facilities. The CCLP Credit Agreement includes a maximum credit commitment of $50.0 million available for loans, letters of credit (with a sublimit of $25.0 million) and swingline loans (with a sublimit of $5.0 million), subject to a borrowing base to be determined by reference to the value of CCLP’s and any other borrowers’ accounts receivable. Such maximum credit commitment may be increased by $25.0 million in accordance with the terms and conditions of the CCLP Credit Agreement. As of March 31, 2019, CCLP had no

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outstanding balance and had $3.5 million in letters of credit against the CCLP Credit Agreement. The CCLP Credit Agreement is scheduled to mature on June 29, 2023. As of May 8, 2019, CCLP has no balance outstanding under the CCLP Credit Agreement and $5.3 million in letters of credit.

CCLP Senior Secured Notes. As of May 8, 2019, $350.0 million in aggregate principal was outstanding. The CCLP Senior Secured Notes accrue interest at a rate of 7.50% per annum and are scheduled to mature on April 1, 2025.

CCLP Senior Notes. As of May 8, 2019, $295.9 million in aggregate principal amount was outstanding. The CCLP Senior Notes accrue interest at a rate of 7.25% per annum and are scheduled to mature on August 15, 2022.     

Other Sources and Uses

In addition to the various aforementioned credit facilities and senior notes, we and CCLP fund our respective short-term liquidity requirements from cash generated by our respective operations, leases, and from short-term vendor financing. Should additional capital be required, we believe that we have the ability to raise such capital through the issuance of additional debt or equity securities. However, instability or volatility in the capital markets at the times we need to access capital may affect the cost of capital and the ability to raise capital for an indeterminable length of time. If it is necessary to issue additional equity to fund our capital needs, additional dilution to our common stockholders will occur.

On April 11, 2019, we filed a universal shelf Registration Statement on Form S-3 with the SEC. On May 1, 2019, the Registration Statement on Form S-3 was declared effective by the SEC. Pursuant to this registration statement, we have the ability to sell debt or equity securities in one or more public offerings up to an aggregate public offering price of $464.1 million, inclusive of $64.1 million of our common stock issuable upon conversion of our currently outstanding warrants. This shelf registration statement currently provides us additional flexibility with regard to potential financings that we may undertake when market conditions permit or our financial condition may require.

The Second Amended and Restated Partnership Agreement of CCLP requires that within 45 days after the end of each quarter, CCLP distribute all of its available cash, as defined in the Second Amended and Restated Partnership Agreement, to its common unitholders of record on the applicable record date. During the three months ended March 31, 2019, CCLP distributed $0.5 million in cash, including $0.3 million to its public unitholders, reflecting the reduction in quarterly distributions announced previously by CCLP in December 2018. There can be no assurance that quarterly distributions from CCLP will increase from this amount per unit going forward.

Off Balance Sheet Arrangements

As of March 31, 2019, 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. 

Recently Adopted Accounting Guidance

We adopted the new lease accounting standard on January 1, 2019. The new lease standard had a material impact to our consolidated financial statements, resulting from the inclusion of operating lease right-of-use assets and operating lease liabilities in our consolidated balance sheet. Refer to Part I, Item 1. Financial Statements- Note A - "Organization, Basis of Presentation and Significant Accounting Policies" and Note K - “Leases” for further discussion.

Commitments and Contingencies

Litigation

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

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Contingencies of Discontinued Operations

During 2011, in connection with the sale of a significant majority of Maritech's oil and gas producing properties, the buyers of the properties assumed the associated decommissioning liabilities pursuant to the purchase and sale agreements. To the extent that a buyer of these properties fails to perform the abandonment and decommissioning work required, a previous owner, including Maritech, may be required to perform the abandonment and decommissioning obligation. As the former parent company of Maritech, we also may be responsible for performing these abandonment and decommissioning obligations. In March 2018, we closed the Maritech Asset Purchase Agreement with Orinoco that provided for the purchase by Orinoco of the Maritech Properties. Also in March 2018, we finalized the Maritech Equity Purchase Agreement with Orinoco that provided for the purchase by Orinoco of the Maritech Equity Interests. As a result of these transactions, we have effectively exited the businesses of our Maritech segment and Orinoco assumed all of Maritech's remaining abandonment and decommissioning obligations.

Contractual Obligations

Our contractual obligations and commitments principally include obligations associated with our outstanding

indebtedness and obligations under operating leases. The table below summarizes our consolidated contractual cash obligations as of March 31, 2019:

	Payments Due
	Total		2019		2020		2021		2022		2023		Thereafter
	(In Thousands)
Long-term debt - TETRA	$	230,701	$	—	$	—	$	—	$	—	$	—	$	230,701
Long-term debt - CCLP	645,930		—		—		—		295,930		—		350,000
Interest on debt - TETRA	114,270		13,553		18,071		18,071		18,071		17,672		28,832
Interest on debt - CCLP	230,286		35,665		47,553		47,553		40,452		26,250		32,813
Purchase obligations	101,625		7,125		9,500		9,500		9,500		9,500		56,500
Asset retirement obligations(1)	12,331		—		—		—		—		—		12,331
Operating and finance leases	86,702		13,498		15,569		11,505		9,009		7,770		29,351
Total contractual cash obligations(2)	$	1,421,845	$	69,841	$	90,693	$	86,629	$	372,962	$	61,192	$	740,528

⁽¹⁾  We have estimated the timing of these paymentsfor asset retirement obligation liabilities based upon our plans. The amounts shown represent the discounted obligation as of March 31, 2019.

⁽²⁾  Amounts exclude other long-term liabilities reflected in our Consolidated Balance Sheet that do not have known payment streams. These excluded amounts include approximately$0.8 million of liabilities under FASB Codification Topic 740, “Accounting for Uncertainty in Income Taxes,” as we are unable to reasonably estimate the ultimate amount or timing of settlements. These excluded amounts also include approximately $18.3 million of liabilities related to the CCLP Preferred Units. The CCLP Preferred Units are expected to be serviced with non-cash paid-in-kind distributions, and may be satisfied either through conversions to CCLP common units or redemptions for cash, at CCLP's election. Refer to Part I, Item 1. Financial Statements- Note F – "CCLP Series A Convertible Preferred Units," for further discussion.

For additional information about our contractual obligations as of December 31, 2018, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2018 Annual Report.

Cautionary Statement for Purposes of Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this Quarterly Report are identifiable by the use of the following words, the negative of such words, and other similar words: “anticipates", "assumes", “believes,” "budgets", “could,” “estimates,” "expects", "forecasts", "goal", "intends", "may", "might", "plans", "predicts", "projects", "schedules", "seeks", "should", "targets", "will", and "would".

Such forward-looking statements reflect our current views with respect to future events and financial performance and are based on assumptions that we believe to be reasonable, but such forward-looking statements are subject to numerous risks, and uncertainties, including, but not limited to:

• economic and operating conditions that are outside of our control, including the supply, demand, and prices of oil and natural gas;

30

• the availability of adequate sources of capital to us;

• the levels of competition we encounter;

• the activity levels of our customers;

• our operational performance;

• the availability of raw materials and labor at reasonable prices;

• risks related to acquisitions and our growth strategy;

• restrictions under our debt agreements and the consequences of any failure to comply with debt covenants;

• the effect and results of litigation, regulatory matters, settlements, audits, assessments, and contingencies;

• risks related to our foreign operations;

• information technology risks including the risk from cyberattack, and

• other risks and uncertainties under “Item 1A. Risk Factors” in our 2018 Annual Report, and as included in our other filings with the SEC, which are available free of charge on the SEC website at www.sec.gov.

The risks and uncertainties referred to above are generally beyond our ability to control and we cannot predict all the risks and uncertainties that could cause our actual results to differ from those indicated by the forward-looking statements. If any of these risks or uncertainties materialize, or if any of the underlying assumptions prove incorrect, actual results may vary from those indicated by the forward-looking statements, and such variances may be material.

All subsequent written and oral forward-looking statements made by or attributable to us or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to update or revise any forward-looking statements we may make, except as may be required by law.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Market risk is the risk of loss arising from adverse changes in market rates and prices. Fora discussion of our indirect exposure to fluctuatingcommodityprices, please read “Risk Factors —CertainBusinessRisks” in our 2018 Annual Report.We depend on U.S. and international demand for and production ofoil andnatural gas, and a reduction in this demand or production could adversely affect the demand or the prices we charge for our services, which could cause our revenuesand operating cash flows to decreasein thefuture.We do notcurrently hedge, and do notintend to hedge,our indirect exposure to fluctuating commodity prices.

Interest Rate Risk

As of March 31, 2019, due to borrowings made during the period then ended, we had a balance outstanding under the Term Credit Agreement and ABL Credit Agreement, and such borrowings bear interest at variable rates of interest.

	Expected Maturity Date																				Fair Market Value
($ amounts in thousands)	2019			2020			2021			2022			2023			Thereafter			Total
March 31, 2019
U.S. dollar variable rate - TETRA	$	—		$	—		$	—		$	—		$	—		$	230,701		$	230,701	$	230,701
Weighted average interest rate (variable)	—		%	—		%	—		%	—		%	—		%	8.08		%
U.S. dollar fixed rate - CCLP	$	—		$	—		$	—		$	295,930		$—			$	350,000		$	645,930	$	600,900
Weighted average interest rate (fixed)	—		%	—		%	—		%	7.25		%	—		%	7.50		%

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Exchange Rate Risk

As of March 31, 2019, there have been no material changes pertaining to our exchange rate exposures as disclosed in our 2018 Annual Report.

Item 4. Controls and Procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2019, the end of the period covered by this quarterly report.

As discussed above in this Quarterly Report on Form 10-Q, in February 2018, we completed the acquisition of SwiftWater, and in December 2018, we purchased JRGO. SwiftWater and JRGO were both excluded from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2018, as disclosed in our 2018 Annual Report in accordance with SEC Staff guidance permitting the exclusion for the year in which an acquisition is completed. During the quarter ended March 31, 2019, we completed our integration of SwiftWater and the oversight, policies, procedures, and monitoring that support our internal control over financial reporting has been extended to include SwiftWater. We are continuing to integrate JRGO into our internal control over financial reporting processes. In executing this integration, we are analyzing, evaluating, and, where necessary, making changes in controls and procedures related to the JRGO business, which we expect to be completed in fiscal year 2019. We will include both SwiftWater and JRGO in our annual assessment of internal control over financial reporting for our fiscal year ending December 31, 2019.

In connection with the adoption of the new lease accounting standard on January 1, 2019, we evaluated and updated certain internal controls to facilitate the proper capture and assessment of contractual information required to support proper preparation of financial information upon adoption.

There were no other changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

We are named defendants in several lawsuits and respondents in certain governmental proceedings arising in the ordinary course of business. While the outcome of lawsuits or other proceedings against us cannot be predicted with certainty, management does not consider it reasonably possible that a loss resulting from such lawsuits or other proceedings in excess of amounts accrued has been incurred that is expected to have a material adverse impact on our financial condition, results of operations, or liquidity.

Environmental Proceedings

One of our subsidiaries, TETRA Micronutrients, Inc. ("TMI"), previously owned and operated a production facility located in Fairbury, Nebraska. TMI is subject to an Administrative Order on Consent issued to American Microtrace, Inc. (n/k/a/ TETRA Micronutrients, Inc.) in the proceeding styledIn the Matter of American Microtrace Corporation, EPA I.D. No. NED00610550, Respondent, Docket No. VII-98-H-0016, dated September 25, 1998 (the "Consent Order"), with regard to the Fairbury facility. TMI is liable for ongoing environmental monitoring at the Fairbury facility under the Consent Order; however, the current owner of the Fairbury facility is responsible for costs associated with the closure of that facility.

Item 1A. Risk Factors.

There have been no material changes in the information pertaining to our Risk Factors as disclosed in our 2018 Annual Report.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a) None.

(b) None.

(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Publicly Announced Plans or Programs(1)
January 1 – January 31, 2019	—		$	—	—	$	14,327,000
February 1 – February 28, 2019	68,412	(2)	2.49		—	14,327,000
March 1 – March 31, 2019	—		—		—	14,327,000
Total	68,412				—	$	14,327,000

(1) In January 2004, our Board of Directors authorized the repurchase of up to $20 million of our common stock.Purchases will be made from time to time in open market transactions at prevailing market prices. The repurchase program may continue until the authorized limit is reached, at which time the Board of Directors may review the option of increasing the authorized limit.

(2) Shares we received in connection with the exercise of certain employee stock options or the vesting of certain shares of employee restricted stock. These shares were not acquired pursuant to the stock repurchase program.

Item 3. Defaults Upon Senior Securities.

None.

Item 4.Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibits:

10.1*	Form of Employee Restricted Stock Unit Award Agreement
10.2*	Form of Director Restricted Stock Unit Award Agreement
10.3*	Form of Cash Award Agreement
10.4*	Purchase and Lease Consent and Amendment to Credit Agreement, date February 4, 2019
31.1*	Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification Furnished Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS+	XBRL Instance Document.
101.SCH+	XBRL Taxonomy Extension Schema Document.
101.CAL+	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB+	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE+	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF+	XBRL Taxonomy Extension Definition Linkbase Document.

* Filed with this report.

** Furnished with this report.

+ Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Operations for the three month periods ended March 31, 2019 and 2018; (ii) Consolidated Statements of Comprehensive Income for the three month periods ended March 31, 2019 and 2018; (iii) Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018; (iv) Consolidated Statements of Cash Flows for the three month periods ended March 31, 2019 and 2018; and (v) Notes to Consolidated Financial Statements for the three months ended March 31, 2019.

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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 thereunto duly authorized.

		TETRA Technologies, Inc.
Date:	May 9, 2019	By:	/s/Brady M. Murphy
			Brady M. Murphy
			President
			Chief Executive Officer
Date:	May 9, 2019	By:	/s/Elijio V. Serrano
			Elijio V. Serrano
			Senior Vice President
			Chief Financial Officer
Date:	May 9, 2019	By:	/s/Richard D. O'Brien
			Richard D. O'Brien
			Vice President – Finance and Global Controller
			Principal Accounting Officer

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EX-10.1

Exhibit 10.1

TETRA TECHNOLOGIES, INC.2018 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the TETRA Technologies, Inc. 2018 Equity Incentive Plan (the “Plan”), TETRA Technologies, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) an award (the “Award”) of Restricted Stock Units, as described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice shall have the meanings given to them in the Agreement, and if not defined in the Agreement, the meanings given to them in the Plan.

Participant:	____________________________
Grant Date:	____________________________
Number of Restricted Stock Units:	____________________________
Vesting Schedule:	____________________________

By electronically acknowledging and accepting this Award, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement effective as of the Grant Date. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entireties, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice, and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. Participant agrees that the Grant Notice, the Agreement and the Plan constitute the entire agreement with respect to the Award, and except as set forth therein, may not be modified except by means of a writing signed by the Company and Participant.

TETRA Technologies, Inc.:	Participant:
By: __________________________	__________________________
Name: ________________________	Name: ________________________
Title: _________________________

EXHIBIT A

RESTRICTED STOCK UNIT AWARD AGREEMENT

Article I.GENERAL

1.01Grant of RSUs.

(a)The Company hereby grants the number of Restricted Stock Units to the Participant as specified in the Grant Notice (the “RSUs”), effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”).

(b)Each RSU shall initially represent an unfunded, unsecured right to receive one share of the Company’s Common Stock (“Share”) or cash in lieu thereof pursuant to the terms and conditions of the Plan and this Agreement. As a holder of RSUs, the Participant has only the rights of a general unsecured creditor of the Company, unless and until settlement of the RSUs.

(c)All cash dividends and other distributions, including any dividend in Shares, made or declared with respect to the Company’s Shares (“Retained Distributions”) prior to the vesting of any RSU that has not otherwise been forfeited will be (i) subject to all restrictions placed on the Unvested RSUs (as herein defined) and (ii) held by the Company or its authorized representatives until the time (if ever) when the Unvested RSUs to which such Retained Distributions related become Vested RSUs. The Company will establish a separate bookkeeping account (“RSU Account”) for each Unvested RSU and credit the RSU Account on the date of payment with an amount equal to the Retained Distribution made on each Share for each Unvested RSU. Retained Distributions (including any Retained Distribution balance in the RSU Account) will immediately and automatically be forfeited upon forfeiture of the Unvested RSU with respect to which the Retained Distributions were paid or declared. No interest will be paid on any Retained Distributions.

1.02Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, each of which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control and govern.

1.03Defined Terms. Capitalized terms not specifically defined in this Agreement shall have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE II.VESTING, FORFEITURE, AND SETTLEMENT OF RSUS

2.01Vesting of RSUs. Subject to the terms and conditions of the Plan and this Agreement, the RSUs will become vested (“Vested RSUs”) according to the Vesting Schedule in the Grant Notice (the “Vesting Schedule”), except that any fraction of a RSU which would be vested will be accumulated and will vest only when a whole Vested RSU has accumulated.

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2.02Forfeiture. In the event Participant ceases to be a Service Provider for any reason (voluntary or involuntary), Participant will immediately and automatically forfeit to the Company any RSUs that are not Vested RSUs (the “Unvested RSUs”) at the time Participant ceases to be a Service Provider, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company. Upon forfeiture of Unvested RSUs, the Participant will have no further rights with respect to the Unvested RSUs.

2.03Settlement of RSUs. Settlement of each Vested RSU, together with any related Retained Distributions, shall be in cash or Shares, or any combination thereof, as determined by the Administrator. If settled in Shares, each Vested RSU shall represent the right to receive one Share. If settled in cash, each Vested RSU shall represent the right to receive cash in an amount equal to the Fair Market Value of a Share on the date of vesting. Any related Retained Distributions shall be distributed in cash or, at the discretion of the Administrator, in that number of Shares having an aggregate Fair Market Value on the date of vesting equal to the amount of the Retained Distribution related to the Vested RSUs. Any Shares delivered to or on behalf of Participant in exchange for Vested RSUs shall (i) be delivered on or prior to the Settlement Date (as herein defined) following the Vesting Date and (ii) be subject to any further transfer or other restrictions as may be required by securities law or other applicable law as determined by the Company. Any settlement in cash shall be made on or prior to the Settlement Date. For purpose of this Agreement, the “Settlement Date” shall be any business day within the thirty (30) calendar day period following each Vesting Date.

2.04No Stockholder Rights. RSUs do not entitle Participant to any rights of a stockholder of the Company. Such rights will only exist with regard to Shares issued to Participant in settlement of any Vested RSUs.

ARTICLE III.TAXATION AND TAX WITHHOLDING

3.01Representation. Participant represents to the Company that Participant has had the opportunity to review with Participant’s own tax advisors the tax consequences of the RSUs and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.02Tax Withholding.

(a)Prior to the settlement of any Vested RSUs hereunder, Participant must make arrangements acceptable to the Administrator for the satisfaction of any non-U.S., U.S.-federal, U.S.-state, or local income and employment tax withholding obligations arising in connection with the Award. At such time, Participant shall deliver to Company the sum that the Company requires to meet its tax withholding obligations under applicable law or regulation, and, if Participant fails to do so, Company is authorized, but not obligated, to (1) withhold from any cash or other remuneration (including any Shares), then or thereafter payable to Participant, any tax required to be withheld; or (2) sell such number of Shares before their transfer to Participant as is appropriate to satisfy such tax withholding requirements, before transferring the resulting net number of Shares to Participant in satisfaction of its obligations under this Agreement.

A- 3

(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or settlement of the RSUs or the subsequent sale of any Shares by Participant. The Company and the Subsidiaries do not commit to, and are under no obligation to structure this Award to, reduce or eliminate Participant’s tax liability.

ARTICLE IV.OTHER PROVISIONS

4.01Adjustments. Participant acknowledges that the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.02Limited Transferability. The RSUs may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution or pursuant to a qualified domestic relations order.

4.03Regulatory Restrictions on Shares. Notwithstanding the other provisions of this Agreement, if at any time the Administrator determines, in its sole discretion, that the listing, registration or qualification of Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of any Shares hereunder to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company shall be under no obligation to Participant to (i) register for offering or resale, (ii) qualify for exemption under federal securities law, (iii) register or qualify under the laws of any state or foreign jurisdiction, any Shares, security or interest in a security paid or issued under, or created by, the Plan, or (iv) continue in effect any such registrations or qualifications if made. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary or appropriate to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority has not been obtained.

4.04Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary in order to conform to Applicable Laws.

4.05Participant’s Representations. Notwithstanding any of the provisions hereof, Participant hereby agrees that (i) Participant will not acquire any Shares and (ii) the Company will not be obligated to issue any Shares to Participant hereunder, unless and until the issuance and delivery of such Shares complies with Applicable Laws. Any determination in this connection by the Administrator shall be final, binding, and conclusive. The obligations of the Company and the rights of Participant are subject to all Applicable Laws.

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4.06Investment Representations. Unless the Shares are issued to Participant in a transaction registered under applicable federal and state securities laws, Participant represents and warrants to the Company that all Shares which may be received hereunder will be acquired by Participant for investment purposes for his or her own account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Shares are issued to Participant in a transaction registered under the applicable federal and state securities laws, at the option of the Company, (i) a stop-transfer order against the Shares may be placed on the official stock books and records of the Company or at the transfer agent, and (ii) a legend indicating that such Shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on a stock certificates to ensure exemption from registration. The Company may require such other action or agreement by Participant as may from time to time be necessary or appropriate to comply with the federal, state and foreign securities laws or other Applicable Laws.

4.07Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the Participant.

4.08Delivery of Documents and Notices.

(a)Address for Notices. Any document relating to participation in the Plan, or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, electronic delivery at the electronic mail address, if any, provided for the Participant by the Company, or, upon deposit in the U.S. Post Office, by registered or certified mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the Company in care of its Corporate Secretary at 24955 Interstate 45 North, The Woodlands, Texas 77380, and to the Participant at the address appearing on the employment records of the Company, or at such other address as such party may designate in writing from time to time to the other party.

(b)Description of Electronic Delivery. The Plan documents including, but not limited to, the Plan, the Grant Notice, this Agreement, prospectuses, account statements, any reports of the Company provided generally to the Company’s stockholders, and all other forms of communication may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or such other means of electronic delivery specified by the Company.

(c)Consent to Electronic Delivery; Electronic Signature. The Participant acknowledges that the Participant has read this Section 4.08 and consents to the electronic delivery of the Plan documents as described in Section 4.08(b). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by

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contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third-party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may change the electronic mail address to which such documents are to be delivered at any time by notifying the Company of such revoked consent or revised electronic mail address by telephone, postal service or electronic mail. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such document that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

4.09Administrator Authority; Decisions Conclusive and Binding. Participant hereby (i) acknowledges that a copy of the Plan has been made available for his or her review by the Company, (ii) represents that he or she is familiar with the terms and provisions thereof, and (iii) accepts the Award subject to all the terms and provisions thereof. The Administrator will have the power to (x) interpret this Agreement, the Grant Notice and the Plan, (y) adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith, and (z) interpret or revoke any such rules. Participant hereby agrees to accept as binding, conclusive, and final all decisions of the Administrator upon any questions arising under the Plan, this Agreement or the Grant Notice.

4.10Claims. Participant’s sole remedy for any Claim (as defined below) shall be against the Company, and Participant shall not have any claim or right of any nature against any Parent, Subsidiary or affiliate of the Company, or any existing or former stockholder, director, officer or employee of the Company or any Parent, Subsidiary or affiliate of the Company. The foregoing individuals and entities (other than the Company) shall be third-party beneficiaries of this Agreement for purposes of enforcing the terms of this Section 4.10. The term “Claim” means any claim, liability or obligation of any nature, arising out of or relating to this Agreement, the Grant Notice or the Plan, or an alleged breach of this Agreement, the Grant Notice or the Plan.

4.11Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement and the Grant Notice. Each party to this Agreement and the Grant Notice acknowledges that (i) no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement, the Grant Notice or the Plan, and (ii) any agreement, statement, or promise that is not contained in this Agreement, the Grant Notice or the Plan shall not be valid or binding or of any force or effect.

4.12Severability. Notwithstanding any contrary provision of the Grant Notice or this Agreement to the contrary, if any one or more of the provisions (or any part thereof) of the Grant Notice or this Agreement shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or

A- 6

any part thereof) of the Grant Notice or this Agreement, as applicable, shall not in any way be affected or impaired thereby.

4.13Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. Neither the Plan nor any underlying program, in and of itself, has any assets.

4.14Compensation Recoupment. The Award (and all Shares thereunder) are subject to the Company’s ability to recover incentive-based compensation from Participant, as is or may be required by the provisions of (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act or any regulations or rules promulgated thereunder, (ii) any other clawback provision required by applicable law or the listing standards of any applicable stock exchange or national market system, (iii) any clawback policies adopted by the Company to implement any such requirements, or (iv) any other compensation recovery policies as may be adopted from time to time by the Company including, as applicable, the Executive Incentive Compensation Recoupment Policy, as it may be amended, all to the extent determined by the Administrator in its discretion to be applicable to Participant.

4.15No Effect on Employment or Service Relationship. Nothing in the Plan, the Grant Notice or this Agreement (i) confers upon Participant any right to continue as a Service Provider of the Company or any Subsidiary or (ii) interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, and with or without notice, except to the extent expressly provided otherwise in a written agreement between the Company (or a Subsidiary) and Participant.

4.16Construction. Headings in this Agreement are included for convenience and shall not be considered in the interpretation of this Agreement. Pronouns shall be construed to include the masculine, feminine, neutral, singular or plural as the identity of the antecedent may require. This Agreement shall be construed according to its fair meaning and shall not be strictly construed against the Company.

4.17Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of an electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.

4.18Modification. No change or modification of this Agreement or the Grant Notice shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties; provided, however, that the Company may change or modify this Agreement or the Grant Notice without Participant’s consent or signature if the Administrator determines, in its sole discretion, that such change or modification is necessary or appropriate for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.

4.19Data Privacy. Participant hereby acknowledges that Participant’s personal data as described in this Agreement and any other Award materials may be collected, used and/or transferred in electronic or other form by and among, as applicable, the Company and its Subsidiaries, for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands

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that the Company may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social security number or other identification number, compensation, nationality, job title, any shares or directorships held in the Company, details of all Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (individually and collectively, “Data”).

Participant understands that Data will be transferred to third parties as may be selected by the Company to assist the Company with the implementation, administration and management of the Plan. In addition, Data may be transferred to the trustee of any trust established in connection with the Plan. Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Participant’s country. If Participant resides outside the United States, Participant understands that Participant may request a list with the names and addresses of any potential recipients of Data by contacting the Company’s Corporate Secretary in The Woodlands, Texas. Participant authorizes the Company and such other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. If Participant resides outside the United States, Participant understands that Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Corporate Secretary in The Woodlands, Texas.

4.20Section 409A Compliance. It is the intention of the Parties that this Agreement is written and administered, and will be interpreted and construed, in a manner such that no amount under this Agreement becomes subject to (i) gross income inclusion under Code Section 409A or (ii) interest and additional tax under Code Section 409A (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of the Section 409A Penalties. Accordingly, the Participant consents to any amendment of this Agreement which the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, the Participant a copy of such amendment. Further, to the extent that any terms of the Agreement are ambiguous, such terms shall be interpreted as necessary to comply with, or an exemption under, Code Section 409A when applicable. Under no circumstances will the Company have any liability for any violation of Code Section 409A.

[End.]

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EX-10.2

Exhibit 10.2

TETRA TECHNOLOGIES, INC.2018 NON-EMPLOYEE DIRECTOR EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Pursuant to the TETRA Technologies, Inc. 2018 Non-Employee Director Equity Incentive Plan (the “Plan”), TETRA Technologies, Inc., a Delaware corporation (the “Company”), has granted to the Outside Director listed below (“Participant”) an award (the “Award”) of Restricted Stock Units, as described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Plan and the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice shall have the meanings given to them in the Agreement, and if not defined in the Agreement, the meanings given to them in the Plan.

Participant:

Grant Date:

Number of Restricted Stock Units:

Vesting Schedule:

By electronically acknowledging and accepting this Award, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement effective as of the Grant Date. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entireties, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice, and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. Participant agrees that the Grant Notice, the Agreement and the Plan constitute the entire agreement with respect to the Award, and except as set forth therein, may not be modified except by means of a writing signed by the Company and Participant.

TETRA Technologies, Inc.:	Participant:
By: _______________________	___________________________
Name: _____________________	Name: _____________________
Title: ______________________

EXHIBIT A

RESTRICTED STOCK UNIT AWARD AGREEMENT

Article I.GENERAL

1.01Grant of RSUs.

(a)The Company hereby grants the number of Restricted Stock Units to the Participant as specified in the Grant Notice (the “RSUs”), effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”).

(b)Each RSU shall initially represent an unfunded, unsecured right to receive one share of the Company’s Common Stock (“Share”) or cash in lieu thereof pursuant to the terms and conditions of the Plan and this Agreement. As a holder of RSUs, the Participant has only the rights of a general unsecured creditor of the Company, unless and until settlement of the RSUs.

(c)All cash dividends and other distributions, including any dividend in Shares, made or declared with respect to the Company’s Shares (“Retained Distributions”) prior to the vesting of any RSU that has not otherwise been forfeited will be (i) subject to all restrictions placed on the Unvested RSUs (as herein defined) and (ii) held by the Company or its authorized representatives until the time (if ever) when the Unvested RSUs to which such Retained Distributions related become Vested RSUs. The Company will establish a separate bookkeeping account (“RSU Account”) for each Unvested RSU and credit the RSU Account on the date of payment with an amount equal to the Retained Distribution made on each Share for each Unvested RSU. Retained Distributions (including any Retained Distribution balance in the RSU Account) will immediately and automatically be forfeited upon forfeiture of the Unvested RSU with respect to which the Retained Distributions were paid or declared. No interest will be paid on any Retained Distributions.

1.02Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions set forth in this Agreement and the Plan, each of which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control and govern.

1.03Defined Terms. Capitalized terms not specifically defined in this Agreement shall have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.

ARTICLE II.VESTING, FORFEITURE, AND SETTLEMENT OF RSUS

2.01Vesting of RSUs. Subject to the terms and conditions of the Plan and this Agreement, the RSUs will become vested (“Vested RSUs”) according to the Vesting Schedule in the Grant Notice (the “Vesting Schedule”), except that any fraction of a RSU which would be vested will be accumulated and will vest only when a whole Vested RSU has accumulated.

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2.02Forfeiture. In the event Participant ceases to be an Outside Director for any reason (voluntary or involuntary), Participant will immediately and automatically forfeit to the Company any RSUs that are not Vested RSUs (the “Unvested RSUs”) at the time Participant ceases to be an Outside Director, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company. Upon forfeiture of Unvested RSUs, the Participant will have no further rights with respect to the Unvested RSUs.

2.03Settlement of RSUs. Settlement of each Vested RSU, together with any related Retained Distributions, shall be in cash or Shares, or any combination thereof, as determined by the Administrator. If settled in Shares, each Vested RSU shall represent the right to receive one Share. If settled in cash, each Vested RSU shall represent the right to receive cash in an amount equal to the Fair Market Value of a Share on the date of vesting. Any related Retained Distributions shall be distributed in cash or, at the discretion of the Administrator, in that number of Shares having an aggregate Fair Market Value on the date of vesting equal to the amount of the Retained Distribution related to the Vested RSUs. Any Shares delivered to or on behalf of Participant in exchange for Vested RSUs shall (i) be delivered on or prior to the Settlement Date (as herein defined) following the Vesting Date and (ii) be subject to any further transfer or other restrictions as may be required by securities law or other applicable law as determined by the Company. Any settlement in cash shall be made on or prior to the Settlement Date. For purpose of this Agreement, the “Settlement Date” shall be any business day within the thirty (30) calendar day period following each Vesting Date.

2.04No Stockholder Rights. RSUs do not entitle Participant to any rights of a stockholder of the Company. Such rights will only exist with regard to Shares issued to Participant in settlement of any Vested RSUs.

ARTICLE III.TAXATION

3.01Representation. Participant represents to the Company that Participant has had the opportunity to review with Participant’s own tax advisors the tax consequences of the RSUs and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant acknowledges that the Company does not have any tax withholding obligations with respect to the RSUs or upon vesting thereof.

ARTICLE IV.OTHER PROVISIONS

4.01Adjustments. Participant acknowledges that the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.02Limited Transferability. The RSUs may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution or pursuant to a qualified domestic relations order.

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4.03Regulatory Restrictions on Shares. Notwithstanding the other provisions of this Agreement, if at any time the Administrator determines, in its sole discretion, that the listing, registration or qualification of Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of any Shares hereunder to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company shall be under no obligation to Participant to (i) register for offering or resale, (ii) qualify for exemption under federal securities law, (iii) register or qualify under the laws of any state or foreign jurisdiction, any Shares, security or interest in a security paid or issued under, or created by, the Plan, or (iv) continue in effect any such registrations or qualifications if made. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary or appropriate to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority has not been obtained.

4.04Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary in order to conform to Applicable Laws.

4.05Participant’s Representations. Notwithstanding any of the provisions hereof, Participant hereby agrees that (i) Participant will not acquire any Shares and (ii) the Company will not be obligated to issue any Shares to Participant hereunder, unless and until the issuance and delivery of such Shares complies with Applicable Laws. Any determination in this connection by the Administrator shall be final, binding, and conclusive. The obligations of the Company and the rights of Participant are subject to all Applicable Laws.

4.06Investment Representations. Unless the Shares are issued to Participant in a transaction registered under applicable federal and state securities laws, Participant represents and warrants to the Company that all Shares which may be received hereunder will be acquired by Participant for investment purposes for his or her own account and not with any intent for resale or distribution in violation of federal or state securities laws. Unless the Shares are issued to Participant in a transaction registered under the applicable federal and state securities laws, at the option of the Company, (i) a stop-transfer order against the Shares may be placed on the official stock books and records of the Company or at the transfer agent, and (ii) a legend indicating that such Shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on a stock certificates to ensure exemption from registration. The Company may require such other action or agreement by Participant as may from time to time be necessary or appropriate to comply with the federal, state and foreign securities laws or other Applicable Laws.

4.07Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and herein, this Agreement will be

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binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the Participant.

4.08Delivery of Documents and Notices.

(a)Address for Notices. Any document relating to participation in the Plan, or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, electronic delivery at the electronic mail address, if any, provided for the Participant by the Company, or, upon deposit in the U.S. Post Office, by registered or certified mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the Company in care of its Corporate Secretary at 24955 Interstate 45 North, The Woodlands, Texas 77380, and to the Participant at the address appearing on the employment records of the Company, or at such other address as such party may designate in writing from time to time to the other party.

(b)Description of Electronic Delivery. The Plan documents including, but not limited to, the Plan, the Grant Notice, this Agreement, prospectuses, account statements, any reports of the Company provided generally to the Company’s stockholders, and all other forms of communication may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or such other means of electronic delivery specified by the Company.

(c)Consent to Electronic Delivery; Electronic Signature. The Participant acknowledges that the Participant has read this Section 4.08 and consents to the electronic delivery of the Plan documents as described in Section 4.08(b). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third-party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may change the electronic mail address to which such documents are to be delivered at any time by notifying the Company of such revoked consent or revised electronic mail address by telephone, postal service or electronic mail. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such document that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

4.09Administrator Authority; Decisions Conclusive and Binding. Participant hereby (i) acknowledges that a copy of the Plan has been made available for his or her review by the Company, (ii) represents that he or she is familiar with the terms and provisions thereof, and (iii) accepts the Award subject to all the terms and provisions thereof. The Administrator will have the power to (x) interpret this Agreement, the Grant Notice and the Plan, (y) adopt such rules for the administration, interpretation and application of

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the Plan as are consistent therewith, and (z) interpret or revoke any such rules. Participant hereby agrees to accept as binding, conclusive, and final all decisions of the Administrator upon any questions arising under the Plan, this Agreement or the Grant Notice.

4.10Claims. Participant’s sole remedy for any Claim (as defined below) shall be against the Company, and Participant shall not have any claim or right of any nature against any Parent, Subsidiary or affiliate of the Company, or any existing or former stockholder, director, officer or employee of the Company or any Parent, Subsidiary or affiliate of the Company. The foregoing individuals and entities (other than the Company) shall be third-party beneficiaries of this Agreement for purposes of enforcing the terms of this Section 4.10. The term “Claim” means any claim, liability or obligation of any nature, arising out of or relating to this Agreement, the Grant Notice or the Plan, or an alleged breach of this Agreement, the Grant Notice or the Plan.

4.11Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement and the Grant Notice. Each party to this Agreement and the Grant Notice acknowledges that (i) no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement, the Grant Notice or the Plan, and (ii) any agreement, statement, or promise that is not contained in this Agreement, the Grant Notice or the Plan shall not be valid or binding or of any force or effect.

4.12Severability. Notwithstanding any contrary provision of the Grant Notice or this Agreement to the contrary, if any one or more of the provisions (or any part thereof) of the Grant Notice or this Agreement shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of the Grant Notice or this Agreement, as applicable, shall not in any way be affected or impaired thereby.

4.13Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. Neither the Plan nor any underlying program, in and of itself, has any assets.

4.14Compensation Recoupment. The Award (and all Shares thereunder) are subject to the Company’s ability to recover incentive-based compensation from Participant, as is or may be required by the provisions of (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act or any regulations or rules promulgated thereunder, (ii) any other clawback provision required by applicable law or the listing standards of any applicable stock exchange or national market system, (iii) any clawback policies adopted by the Company to implement any such requirements, or (iv) any other compensation recovery policies as may be adopted from time to time by the Company including, as applicable, the Executive Incentive Compensation Recoupment Policy, as it may be amended, all to the extent determined by the Administrator in its discretion to be applicable to Participant.

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4.15No Effect on Directorship. Nothing in the Plan, the Grant Notice or this Agreement confers upon Participant any right to continue as an Outside Director of the Company.

4.16Construction. Headings in this Agreement are included for convenience and shall not be considered in the interpretation of this Agreement. Pronouns shall be construed to include the masculine, feminine, neutral, singular or plural as the identity of the antecedent may require. This Agreement shall be construed according to its fair meaning and shall not be strictly construed against the Company.

4.17Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of an electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.

4.18Modification. No change or modification of this Agreement or the Grant Notice shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties; provided, however, that the Company may change or modify this Agreement or the Grant Notice without Participant’s consent or signature if the Administrator determines, in its sole discretion, that such change or modification is necessary or appropriate for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.

4.19Section 409A Compliance. It is the intention of the Parties that this Agreement is written and administered, and will be interpreted and construed, in a manner such that no amount under this Agreement becomes subject to (i) gross income inclusion under Code Section 409A or (ii) interest and additional tax under Code Section 409A (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of the Section 409A Penalties. Accordingly, the Participant consents to any amendment of this Agreement which the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, the Participant a copy of such amendment. Further, to the extent that any terms of the Agreement are ambiguous, such terms shall be interpreted as necessary to comply with, or an exemption under, Code Section 409A when applicable. Under no circumstances will the Company have any liability for any violation of Code Section 409A.

[End.]

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EX-10.3

Exhibit 10.3

TETRA TECHNOLOGIES, INC.2018 EQUITY INCENTIVE PLAN

CASH AWARD GRANT NOTICE

Pursuant to the TETRA Technologies, Inc. 2018 Equity Incentive Plan (the “Plan”), TETRA Technologies, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) a cash award (the “CashAward”), as described in this Cash Award Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Plan and the Cash Award Agreement attached hereto as Exhibit A (the “Agreement”), both of which are incorporated into this Grant Notice by reference. Capitalized terms not specifically defined in this Grant Notice shall have the meanings given to them in the Agreement, and if not defined in the Agreement, the meanings given to them in the Plan.

Participant:	______________________________________
Grant Date:	______________________________________
Base Cash Amount:	______________________________________
Grant Date Average Price:	______________________________________
Vesting Schedule:	Subject to the terms and conditions of the Plan and the Agreement, the Cash Award shall vest in accordance with Section 2.01 of the Agreement on the following dates: ×The 1st anniversary of the Grant Date
	×The 2nd anniversary of the Grant Date
	×The 3rd anniversary of the Grant Date

By electronically acknowledging and accepting this Cash Award, Participant agrees to be bound by the terms of this Grant Notice, the Plan and the Agreement effective as of the Grant Date. Participant has reviewed the Plan, this Grant Notice and the Agreement in their entireties, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice, and fully understands all provisions of the Plan, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. Participant agrees that the Grant Notice, the Agreement and the Plan constitute the entire agreement with respect to the Cash Award, and except as set forth therein, may not be modified except by means of a writing signed by the Company and Participant.

TETRA Technologies, Inc.:	Participant:
By: ________________________	____________________________
Name: ______________________	Name: ______________________
Title: _______________________

EXHIBIT A

CASH AWARD AGREEMENT

Article I.GENERAL

1.01Grant of Cash Award. The Company hereby grants a Cash Award to the Participant as specified in the Grant Notice, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”).

1.02Incorporation of Terms of Plan. The Cash Award is subject to the terms and conditions set forth in this Agreement and the Plan, each of which is incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan will control and govern.

1.03Defined Terms. Capitalized terms not specifically defined in this Agreement shall have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.03:

(a)“Average Price Fraction” means a fraction, (i) the numerator of which shall be the lesser of (A) the applicable Vesting Date Average Price and (B) two times the Grant Date Average Price, and (ii) the denominator of which shall be the Grant Date Average Price.

(b) “Base Cash Amount” means the “Base Cash Amount” as set forth in the Grant Notice.

(c)“Grant Date Average Price” means (i) the sum of the daily dollar closing sales price for one Share on The New York Stock Exchange for each of the twenty trading days ending on and including the trading day immediately prior to the Grant Date, divided by (ii) twenty.

(d)“Vesting Date” means the applicable vesting date as set forth in the “Vesting Schedule” in the Grant Notice.

(e)“Vesting DateAverage Price” means (i) the sum of the daily dollar closing sales price for one Share on The New York Stock Exchange for each of the twenty trading days ending on and including the trading day immediately prior to the applicable Vesting Date, divided by (ii) twenty.

ARTICLE II.VESTING, FORFEITURE, AND SETTLEMENT OF CASH AWARD

2.01Vesting of Cash Award. Subject to the terms and conditions of the Plan and this Agreement, the Cash Award will vest according to the Vesting Schedule in the Grant Notice. The amount of the Cash

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Award that vests and becomes payable (the “Vested Cash Award”) on each Vesting Date shall be determined as follows:

1/3 x Base Cash Amount x Average Price Fraction

2.02Forfeiture. In the event Participant ceases to be a Service Provider for any reason (voluntary or involuntary), Participant will immediately and automatically forfeit to the Company any portion of the Cash Award that is not vested at the time Participant ceases to be a Service Provider (the “Unvested Cash Award”), except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company. Upon forfeiture of Unvested Cash Award, the Participant will have no further rights with respect to the Unvested Cash Award.

2.03Settlement of Cash Award. Settlement of the Vested Cash Award shall be made solely in cash. Any settlement shall be made on or prior to the Settlement Date. For purpose of this Agreement, the “Settlement Date” shall be any business day within the thirty (30) calendar day period following each Vesting Date. Pending the payment or delivery of cash hereunder, the Company’s obligation hereunder shall constitute an unfunded, unsecured general obligation of the Company.

ARTICLE III.TAXATION AND TAX WITHHOLDING

3.01Representation. Participant represents to the Company that Participant has had the opportunity to review with Participant’s own tax advisors the tax consequences of the Cash Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.02Tax Withholding.

(a)The payment of any Cash Award to the Participant shall be subject to the withholding of any taxes required as a result of the payment of the Cash Award. To the extent such withholding is required, the Company shall withhold from the Cash Award otherwise payable an amount equal to the required withholding amount.

(b)Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Cash Award, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Cash Award. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the Cash Award. The Company and the Subsidiaries do not commit to, and are under no obligation to structure this Award to, reduce or eliminate Participant’s tax liability.

ARTICLE IV.OTHER PROVISIONS

4.01Adjustments. Participant acknowledges that (i) in the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes the per share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend,

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the Administrator shall make such adjustments as it deems equitable and appropriate to the Grant Date Average Price and (ii) the Cash Award shall otherwise be subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan.

4.02Limited Transferability. The Cash Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution or pursuant to a qualified domestic relations order.

4.03Conformity to Applicable Laws. Participant acknowledges that the Plan, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary in order to conform to Applicable Laws.

4.04Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the Participant.

4.05Delivery of Documents and Notices.

(a)Address for Notices. Any document relating to participation in the Plan, or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, electronic delivery at the electronic mail address, if any, provided for the Participant by the Company, or, upon deposit in the U.S. Post Office, by registered or certified mail, or with a nationally recognized overnight courier service with postage and fees prepaid, addressed to the Company in care of its Corporate Secretary at 24955 Interstate 45 North, The Woodlands, Texas 77380, and to the Participant at the address appearing on the employment records of the Company, or at such other address as such party may designate in writing from time to time to the other party.

(b)Description of Electronic Delivery. The Plan documents including, but not limited to, the Plan, the Grant Notice, this Agreement, prospectuses, account statements, any reports of the Company provided generally to the Company’s stockholders, and all other forms of communication may be delivered to the Participant electronically. In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via electronic mail or such other means of electronic delivery specified by the Company.

(c)Consent to Electronic Delivery; Electronic Signature. The Participant acknowledges that the Participant has read this Section 4.05 and consents to the electronic delivery of the Plan documents as described in Section 4.05(b). The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by

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contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third-party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may change the electronic mail address to which such documents are to be delivered at any time by notifying the Company of such revoked consent or revised electronic mail address by telephone, postal service or electronic mail. The Participant hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such document that the Company may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature.

4.06Administrator Authority; Decisions Conclusive and Binding. Participant hereby (i) acknowledges that a copy of the Plan has been made available for his or her review by the Company, (ii) represents that he or she is familiar with the terms and provisions thereof, and (iii) accepts the Award subject to all the terms and provisions thereof. The Administrator will have the power to (x) interpret this Agreement, the Grant Notice and the Plan, (y) adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith, and (z) interpret or revoke any such rules. Participant hereby agrees to accept as binding, conclusive, and final all decisions of the Administrator upon any questions arising under the Plan, this Agreement or the Grant Notice.

4.07Claims. Participant’s sole remedy for any Claim (as defined below) shall be against the Company, and Participant shall not have any claim or right of any nature against any Parent, Subsidiary or affiliate of the Company, or any existing or former stockholder, director, officer or employee of the Company or any Parent, Subsidiary or affiliate of the Company. The foregoing individuals and entities (other than the Company) shall be third-party beneficiaries of this Agreement for purposes of enforcing the terms of this Section 4.07. The term “Claim” means any claim, liability or obligation of any nature, arising out of or relating to this Agreement, the Grant Notice or the Plan, or an alleged breach of this Agreement, the Grant Notice or the Plan.

4.08Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. All prior negotiations and agreements between the parties with respect to the subject matter hereof are merged into this Agreement and the Grant Notice. Each party to this Agreement and the Grant Notice acknowledges that (i) no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied in this Agreement, the Grant Notice or the Plan, and (ii) any agreement, statement, or promise that is not contained in this Agreement, the Grant Notice or the Plan shall not be valid or binding or of any force or effect.

4.09Severability. Notwithstanding any contrary provision of the Grant Notice or this Agreement to the contrary, if any one or more of the provisions (or any part thereof) of the Grant Notice or this Agreement shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or

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any part thereof) of the Grant Notice or this Agreement, as applicable, shall not in any way be affected or impaired thereby.

4.10Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. Neither the Plan nor any underlying program, in and of itself, has any assets.

4.11Compensation Recoupment. The Award is subject to the Company’s ability to recover incentive-based compensation from Participant, as is or may be required by the provisions of (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act or any regulations or rules promulgated thereunder, (ii) any other clawback provision required by applicable law or the listing standards of any applicable stock exchange or national market system, (iii) any clawback policies adopted by the Company to implement any such requirements, or (iv) any other compensation recovery policies as may be adopted from time to time by the Company including, as applicable, the Executive Incentive Compensation Recoupment Policy, as may be amended, all to the extent determined by the Administrator in its discretion to be applicable to Participant.

4.12No Effect on Employment or Service Relationship. Nothing in the Plan, the Grant Notice or this Agreement (i) confers upon Participant any right to continue as a Service Provider of the Company or any Subsidiary or (ii) interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, and with or without notice, except to the extent expressly provided otherwise in a binding written agreement between the Company (or a Subsidiary) and Participant.

4.13Construction. Headings in this Agreement are included for convenience and shall not be considered in the interpretation of this Agreement. Pronouns shall be construed to include the masculine, feminine, neutral, singular or plural as the identity of the antecedent may require. This Agreement shall be construed according to its fair meaning and shall not be strictly construed against the Company.

4.14Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of an electronic signature, subject to Applicable Laws, each of which will be deemed an original and all of which together will constitute one instrument.

4.15Modification. No change or modification of this Agreement or the Grant Notice shall be valid or binding upon the parties unless the change or modification is in writing and signed by the parties; provided, however, that the Company may change or modify this Agreement or the Grant Notice without Participant’s consent or signature if the Administrator determines, in its sole discretion, that such change or modification is necessary or appropriate for purposes of compliance with or exemption from the requirements of Section 409A of the Code or any regulations or other guidance issued thereunder. Notwithstanding the preceding sentence, the Company may amend the Plan to the extent permitted by the Plan.

4.16Data Privacy. Participant hereby acknowledges that Participant’s personal data as described in this Agreement and any other Award materials may be collected, used and/or transferred in electronic or other form by and among, as applicable, the Company and its Subsidiaries, for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands

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that the Company may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social security number or other identification number, compensation, nationality, job title, any shares or directorships held in the Company, details of all Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (individually and collectively, “Data”).

Participant understands that Data will be transferred to third parties as may be selected by the Company to assist the Company with the implementation, administration and management of the Plan. In addition, Data may be transferred to the trustee of any trust established in connection with the Plan. Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than Participant’s country. If Participant resides outside the United States, Participant understands that Participant may request a list with the names and addresses of any potential recipients of Data by contacting the Company’s Corporate Secretary in The Woodlands, Texas. Participant authorizes the Company and such other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Data, in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. If Participant resides outside the United States, Participant understands that Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Corporate Secretary in The Woodlands, Texas.

4.17Section 409A Compliance. It is the intention of the Parties that this Agreement is written and administered, and will be interpreted and construed, in a manner such that no amount under this Agreement becomes subject to (i) gross income inclusion under Code Section 409A or (ii) interest and additional tax under Code Section 409A (collectively, “Section 409A Penalties”), including, where appropriate, the construction of defined terms to have meanings that would not cause the imposition of the Section 409A Penalties. Accordingly, the Participant consents to any amendment of this Agreement which the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, the Participant a copy of such amendment. Further, to the extent that any terms of the Agreement are ambiguous, such terms shall be interpreted as necessary to comply with, or an exemption under, Code Section 409A when applicable. Under no circumstances will the Company have any liability for any violation of Code Section 409A.

[End.]

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EX-10.4

Exhibit 10.4

GSO Capital Partners LP
345 Park Avenue, 31st Floor
New York, NY 10154

February 4, 2019

TETRA Technologies, Inc.
24955 Interstate 45 North
The Woodlands, TX 77380

RE: Purchase and Lease Consent and Amendment to Credit Agreement

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) is delivered to you in connection with that certain Credit Agreement dated as of September 10, 2018 among TETRA Technologies, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party thereto, and Wilmington Trust, National Association, as Administrative Agent (the “Credit Agreement”). Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Credit Agreement.

1. Purchase and Lease. TETRA Production Testing Services, LLC (“TETRA PTS”), a Restricted Subsidiary, desires to (a) purchase assembled compressor packages (the “Specified Equipment”) from CSI Compressco Sub Inc. (“CSI Sub”), an Unrestricted Subsidiary, pursuant to the terms set forth in (i) the Terms for Direct Sale of Compressor Packages executed by TETRA PTS and CSI Sub, (ii) Proposal 205933 related thereto, and (iii) the Backstop Agreement for Purchase and Lease of Compressor Equipment executed by TETRA PTS, CSI Compressco Operating LLC (“CSI Operating”) and CSI Sub (the “Backstop Agreement”), each dated on or about the date hereof and as each such agreement is in effect as of the date hereof, and without giving effect to any amendment, waiver or any other modification or restatement thereof, and (b) lease the Specified Equipment to CSI Operating, an Unrestricted Subsidiary, pursuant to the terms of (i) the Master Gas Compressor Equipment Lease Agreement (the “Lease Agreement”) to be executed by TETRA PTS and CSI Operating after title to the first of the Specified Equipment passes to TETRA PTS in accordance with the Terms for Direct Sale of Compressor Packages, such Lease Agreement to be in the form provided to the Lenders together with this Letter Agreement, and without giving effect to any amendment, waiver or any other modification or restatement thereof and (ii) the Backstop Agreement (the transactions described in the foregoing clauses (a) and (b) are referred to herein as the “Purchase and Lease”). The Purchase and Lease constitutes (a) a Disposition which would not be permitted under Section 7.06 of the Credit Agreement and (b) an Affiliate Transaction which would not be permitted under Section 7.10 of the Credit Agreement. The Purchase and Lease may also (a) result in the creation of an account payable by TETRA PTS that exceeds the limit set forth in Section 7.02(k) of the Credit Agreement (the “7.02(k) Basket Amount”) and (b) constitute an Investment under the terms of the Credit Agreement.

2. Waiver and Consent. The Borrower has requested that the undersigned Lenders (a) consent to the Purchase and Lease and (b) with respect to the Purchase and Lease, (i) waive the dollar limitation of the 7.02(k) Basket Amount, and (ii) waive any covenant or restriction provided for in Section 7.11 of the Credit Agreement that may be applicable to the Purchase and Lease. By executing below, the undersigned Lenders hereby (a) consent to the Purchase and Lease, (b) waive the dollar limitation of the 7.02(k) Basket Amount as it may be applicable to the Purchase and Lease, (c) waive any covenant

US-DOCS\105642850.4

or restriction provided for in Section 7.11 that may be applicable to the Purchase and Lease and (d) waive any Default or Event of Default that would otherwise result from the Purchase and Lease.

3. Amendment to Credit Agreement. Effective as of the Effective Date (as herein defined), the Borrower and the Lenders constituting the Required Lenders hereby agree, subject to the terms and conditions of this Letter Agreement, that Section 7.03(a) of the Credit Agreement is hereby amended by adding the following sentence to the end of Section 7.03(a):

“Notwithstanding the foregoing, if at any time during the 2019 fiscal year either (i) CSI Compressco Operating LLC shall purchase one or more compressor packages from Borrower or any Restricted Subsidiary pursuant to that certain Master Gas Compressor Equipment Lease Agreement dated February 4, 2019 by and between TETRA Production Testing Services, LLC and CSI Compressco Operating LLC, without giving effect to any amendment, waiver or any other modification or restatement thereof, or (ii) CSI Compressco Sub Inc. elects to cancel one or more compressor packages from Borrower or any Restricted Subsidiary pursuant to that certain Terms for Direct Sale of Compressor Packages dated February 4, 2019 by and between TETRA Production Testing Services LLC and CSI Compressco Sub Inc., without giving effect to any amendment, waiver or any other modification or restatement thereof, then in such event (A) the aggregate amount paid to Borrower or any Restricted Subsidiary for such purchase of the compressor packages (as set forth in clause (i) above) and (B) the aggregate amount of the purchase order(s) cancelled (as set forth in clause (ii) above) shall be added back to, and shall increase, the amount of the limitation on Capital Expenditures set forth above for the 2019 fiscal year for purposes of determining compliance with the foregoing covenants of this Section 7.03(a).”

4. Conditions Precedent. The waivers and consent granted in Section 2 above and the amendment in Section 3 above shall not be effective until the earliest date (the “Effective Date”) on which each of following conditions is satisfied:

a. due execution and delivery to the Lenders of this Letter Agreement by each of the Borrower, the Lenders constituting at least the Required Lenders and the Administrative Agent;

b. each representation and warranty set forth in Section 5 of this Letter Agreement shall be true and correct in all material respects on the Effective Date; and

c. delivery to the Lenders of the operative documents described in Section 1 above in respect of the Purchase and Lease.

5. Representations and Warranties. The Borrower hereby represents and warrants that, as of the Effective Date:

a. all representations and warranties made by any Loan Party contained herein or in the other Loan Documents are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date and except where such representations and warranties are qualified by materiality, Material Adverse Effect, or similar language, in which case such representation or warranty are true and correct in all respects after giving effect to such qualification);

b. the Borrower has all requisite power and authority to enter into this Letter Agreement;

A-2

c. the execution and delivery of this Letter Agreement by the Borrower has been duly authorized by all necessary action on the part of the Borrower;

d. the execution, delivery and performance by the Borrower of this Letter Agreement does not and will not violate any applicable governmental rules or any contractual obligation of the Borrower and will not result in, or require, the creation or imposition of any Lien on any of the Borrower’s properties or revenues pursuant to any applicable governmental rules or any such contractual obligation;

e. this Letter Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

f. no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person that has not been obtained and in full force and effect is required in connection with the transactions contemplated herein or the execution, delivery, performance, validity or enforceability of this Letter Agreement by the Borrower; and

g. except for any Defaults or Events of Default that would occur as a result of the Purchase and Lease in the absence of this Letter Agreement, no Defaults or Events of Default exist or are continuing under the Credit Agreement as of the date of this Letter Agreement.

6. Limited Waiver. The consent and waiver set forth herein is a one-time consent and waiver and is limited precisely as written and shall not be deemed to be a consent under or waiver of any other term or condition in the Credit Agreement or any of the other Loan Documents, which shall remain in full force and effect and are hereby ratified and confirmed. From and after the date of this Letter Agreement, all references in the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement after giving effect to this Letter Agreement, and each reference to “hereof,” “hereunder,” “herein” or “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby.

7. Authorization by Lenders. The undersigned Lenders, which constitute not less than the Required Lenders under the Credit Agreement, hereby (a) authorize and instruct the Administrative Agent to execute and deliver this Letter Agreement, and (b) acknowledge and agree that the instruction set forth herein constitutes an instruction and request from the Lenders under the Loan Documents, including Section 9.03 of the Credit Agreement.

8. Miscellaneous.

i. By executing and delivering a copy hereof, (i) the Borrower agrees that all Committed Loans shall be guaranteed and secured pursuant to the Collateral Documents in accordance with the terms and provisions thereof and (ii) the Borrower hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, (B) agrees that, notwithstanding the effectiveness of this Letter Agreement, after giving effect to this Letter Agreement, the guaranty pursuant to the Collateral Documents and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties continue to be in full force and effect and (C) affirms, acknowledges and confirms all of its obligations and liabilities under

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the Loan Documents to which it is a party, in each case after giving effect to this Letter Agreement, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Letter Agreement.

ii. Except as expressly set forth in Section 2 above, each undersigned Lender hereby expressly reserves all of the respective rights, powers, privileges and remedies of the Secured Parties under the Credit Agreement and the other Loan Documents, applicable law and/or equity. No oral representation or course of dealing or conduct on the part of any of the undersigned, or any of their respective officers, employees or agents, and no failure or delay by any of the Secured Parties with respect to the exercise of any right, power, privilege or remedy under the Credit Agreement or the other Loan Documents or applicable law or equity, shall operate as a waiver thereof, and the single or partial exercise of any such right, power, privilege or remedy shall not preclude any later exercise of any other right, power, privilege or remedy. Except as expressly set forth in Section 2 above, the undersigned are not waiving any existing or future Defaults or Events of Default.

iii. Borrower agrees to reimburse on demand the Lenders and the Administrative Agent for all reasonable fees and expenses, including from legal counsel incurred in connection with this Letter Agreement, including, without limitation, any amendments, modifications, and supplements hereto, and acknowledges that each of the Lenders and the Administrative Agent shall be entitled to all of its rights, privileges, protections, immunities and indemnities set forth in the Credit Agreement and the other Loan Documents in connection with this Letter Agreement.

iv. This Letter Agreement is, and shall be, one of the Loan Documents as referred to and defined in the Credit Agreement, and the provisions of Section 10.14 and Section 10.15 thereof shall apply to this Letter Agreement, mutatis mutandis. This Letter Agreement, together with the Loan Documents, reflects the entire understanding of the parties with respect to the matters contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof. This Letter Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Letter Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Letter Agreement.

[Remainder of page intentionally left blank.
Signature pages follow.]

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Very truly yours,

REQUIRED LENDERS:

BLACKSTONE / GSO SECURED LENDING FUND

By: GSO Asset Management LLC, its Investment Adviser

By:    /s/ Doris Lee-Silvestri    
Name:    Doris Lee-Silvestri    
Title:    Authorized Signatory    

BGSL JACKSON HOLE FUNDING LLC

By: Blackstone / GSO Secured Lending Fund,
as sole member

By:    /s/ Doris Lee-Silvestri    
Name:    Doris Lee-Silvestri    
Title:    Authorized Signatory    

EMERALD DIRECT LENDING 1 LIMITED PARTNERSHIP

By: GSO Capital Partners LP
as investment manager

By:    /s/ Doris Lee-Silvestri    
Name:    Doris Lee-Silvestri    
Title:    Authorized Signatory    

GSO BARRE DES ECRINS MASTER FUND SCSp

By: GSO Capital Partners LP, its Investment Adviser

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By:    /s/ Doris Lee-Silvestri    
Name:    Doris Lee-Silvestri    
Title:    Authorized Signatory    

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GSO DIRECT LENDING FUND-D LP

By: GSO Direct Lending Fund-D Associates LLC,
its general partner

By:    /s/ Doris Lee-Silvestri    
Name:    Doris Lee-Silvestri    
Title:    Authorized Signatory    

GSO DOWNING STREET LLC

By: GSO Direct Lending Fund-D LP, its member

By: GSO Direct Lending Fund-D Associates LLC,
its general partner

By:    /s/ Doris Lee-Silvestri    
Name:    Doris Lee-Silvestri    
Title:    Authorized Signatory    

GSO ORCHID FUND LP

By: GSO Orchid Associates LLC
its general partner

By:    /s/ Doris Lee-Silvestri    
Name:    Doris Lee-Silvestri    
Title:    Authorized Signatory    

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GSO STONE STREET LLC

By: GSO Direct Lending Fund-D LP, its member

By: GSO Direct Lending Fund-D Associates LLC,
its general partner

By:    /s/ Doris Lee-Silvestri    
Name:    Doris Lee-Silvestri    
Title:    Authorized Signatory    

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CPPIB CREDIT INVESTMENTS III INC.

By:/s/ Geoffrey Souter____________________________ Name: Geoffrey Souter     Title:    Authorized Signatory    

By:    /s/ Paul Shapiro _____________
Name:    Paul Shapiro    
Title:    Authorized Signatory    

By:    /s/ Sharon Li _____________________
Name:    Sharon Li    
Title:    Authorized Signatory    

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Acknowledged and agreed:

BORROWER:

TETRA TECHNOLOGIES, INC.

By:    /s/ Joseph J. Meyer                Name: Joseph J. Meyer    Title: Vice President – Finance, Treasurer and Assistant Secretary

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Acknowledged and agreed:

WILMINGTON TRUST, NATIONAL ASSOCIATION, as
Administrative Agent

By:     /Nicole Kroll    

Name:     Nicole Kroll    

Title:     Assistant Vice President    

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EX-31.1

Exhibit 31.1

Certification Pursuant to

Rule 13a-14(a) or 15d-14(a) of the Exchange Act

As Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Brady M. Murphy, certify that:

1. I have reviewed this report on Form 10-Q for the fiscalquarter ended March 31, 2019, of TETRA Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:	May 9, 2019	/s/Brady M. Murphy
		Brady M. Murphy
		President and
		Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to

Rule 13a-14(a) or 15d-14(a) of the Exchange Act

As Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Elijio V. Serrano, certify that:

1. I have reviewed this report on Form 10-Q for the fiscalquarter ended March 31, 2019, of TETRA Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:	May 9, 2019	/s/Elijio V. Serrano
		Elijio V. Serrano
		SeniorVice President and
		Chief Financial Officer and Principal Accounting Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of TETRA Technologies, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brady M. Murphy, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects,the financial condition and results of operations of the Company.

Dated:	May 9, 2019	/s/Brady M. Murphy
		Brady M. Murphy
		President and
		Chief Executive Officer
		TETRA Technologies, Inc.

A signed original of this written statementrequired by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification Pursuant to

18 U.S.C. Section 1350

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of TETRA Technologies, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Elijio V. Serrano, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all materialrespects, the financial condition and results of operations of the Company.

Dated:	May 9, 2019	/s/Elijio V. Serrano
		Elijio V. Serrano
		Senior Vice President and
		Chief Financial Officer
		TETRA Technologies, Inc.

A signed original ofthis written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 09, 2019
Document Information [Line Items]
Entity Registrant Name	TETRA TECHNOLOGIES INC
Entity Central Index Key	0000844965
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock Shares Outstanding		125,609,276
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2019

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Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues	$ 243,728	$ 199,381
Cost of Goods and Services Sold [Abstract]
Depreciation, amortization, and accretion	30,628	26,441
Impairment of Long-Lived Assets Held-for-use	146	0
Total cost of revenues	207,518	171,398
Gross profit	36,210	27,983
General and administrative expense	34,277	30,803
Interest expense, net	18,379	14,973
Fair Value Adjustment Of Warrants, Income Statement	407
Fair Value Adjustment of Warrants	407	(1,994)
Preferred, Fair Value Adjustment	1,163
Liabilities, Fair Value Adjustment	(1,163)	(1,358)
Other (income) expense, net	(951)	2,776
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(17,065)	(19,933)
Provision (benefit) for income taxes	1,609	1,124
Income (loss) before taxes	(18,674)	(21,057)
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	(426)	(41,706)
Net income (loss)	(19,100)	(62,763)
(Income) loss attributable to noncontrolling interest	8,262	9,115
Net income (loss) attributable to TETRA stockholders	$ (10,838)	$ (53,648)
Basic net income per common share:
Income (Loss) from Continuing Operations, Per Basic and Diluted Share	$ (0.09)	$ (0.10)
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic Share	0.00	(0.36)
Net income (loss) attributable to TETRA stockholders	$ (0.09)	$ (0.46)
Weighted Average Number of Shares Outstanding, Basic	125,681	117,598
Diluted net income per common share:
Income (Loss) from Continuing Operations, Per Diluted Share	$ (0.09)	$ (0.10)
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share	0.00	(0.36)
Net income (loss) attributable to TETRA stockholders	$ (0.09)	$ (0.46)
Weighted Average Number of Shares Outstanding, Diluted	125,681	117,598
Gain (Loss) on Disposition of Business	$ 31,500
Product [Member]
Revenues	91,781	$ 75,953
Cost of Goods and Services Sold [Abstract]
Cost of product sales	74,588	60,214
Service [Member]
Revenues	151,947	123,428
Cost of Goods and Services Sold [Abstract]
Cost of product sales	$ 102,156	$ 84,743

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Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (19,100)	$ (62,763)
Foreign currency translation adjustment, including taxes of $0 and $0 in 2015 and $1,198 and $1,644 in 2014	(406)	1,283
Comprehensive income	(19,506)	(61,480)
Comprehensive (income) loss attributable to noncontrolling interest	8,086	9,500
Comprehensive income (loss) attributable to TETRA stockholders	$ (11,420)	$ (51,980)

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Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 36,868	$ 40,038
Restricted cash	65	64
Trade accounts receivable, net of allowances	183,646	187,592
Inventories	156,628	143,571
Disposal Group, Including Discontinued Operation, Assets, Current	1,422	1,354
Notes, Loans and Financing Receivable, Gross, Current	7,586	7,544
Prepaid expenses and other current assets	24,078	20,528
Total current assets	410,293	400,691
Property, plant, and equipment:
Land and building	78,183	78,746
Machinery and equipment	1,286,832	1,265,732
Automobiles and trucks	35,519	35,568
Chemical plants	189,522	188,641
Construction in progress	49,540	44,419
Total property, plant, and equipment	1,639,596	1,613,106
Less accumulated depreciation	(778,647)	(759,175)
Net property, plant, and equipment	860,949	853,931
Other assets:
Goodwill	25,859	25,859
Patents, trademarks and other intangible assets, net of accumulated amortization	80,293	82,184
Deferred tax assets, net	13	13
Other assets	21,969	22,849
Operating lease right-of-use assets	60,149	0
Total other assets	188,283	130,905
Total assets	1,459,525	1,385,527
Current liabilities:
Trade accounts payable	88,223	80,279
Unearned income	50,379	26,695
Accrued liabilities	77,107	89,232
Disposal Group, Including Discontinued Operation, Liabilities, Current	3,529	4,145
Total current liabilities	219,238	200,351
Long-term debt, net	845,843	815,560
Deferred income taxes	3,456	3,242
Decommissioning and other asset retirement obligations, net	12,331	12,202
Preferred Units	18,278	27,019
Warranty Liability	2,480	2,073
Operating lease liabilities	49,632	0
Other liabilities	8,157	12,331
Total long-term liabilities	940,177	872,427
Equity:
Common stock, par value $0.01 per share	1,284	1,285
Additional paid-in capital	462,241	460,680
Treasury stock, at cost	(19,105)	(18,950)
Accumulated other comprehensive income (loss)	(52,245)	(51,663)
Retained earnings	(225,947)	(217,952)
Total TETRA stockholders' equity	166,228	173,400
Noncontrolling interests	133,882	139,349
Total equity	300,110	312,749
Total liabilities and equity	$ 1,459,525	$ 1,385,527

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Trade accounts receivable, allowances for doubtful accounts	$ 1,651	$ 2,583
Other assets:
Patents, trademarks, and other intangible assets, accumulated amortization	$ 82,634	$ 80,401
Equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	128,412,688	128,455,134
Treasury stock, shares held	2,785,981	2,717,569

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Statement of Cash Flows [Abstract]
Preferred Stock Redemption Premium	$ 397
Redemption Premium	8,346
Operating activities:
Net income (loss)	(19,100)	$ (62,763)
Reconciliation of net income (loss) to cash provided by (used in) operating activities:
Depreciation, amortization, and accretion	30,627	28,509
Provision (benefit) for deferred income taxes	229	(61)
Equity-based compensation expense	2,165	876
Provision for doubtful accounts	627	453
Gain (Loss) on Disposition of Assets	0	32,369
Amortization of deferred financing costs	953	1,224
CCLP Series A Preferred redemption premium		0
Paid-in-Kind Interest	599	1,523
Liabilities, Fair Value Adjustment	1,163	1,358
Fair Value Adjustment of Warrants	407	(1,994)
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	(400)	0
Other non-cash charges and credits	339	3,668
Gain on sale of assets	(201)	90
Changes in operating assets and liabilities, net of assets acquired:
Accounts receivable	2,353	6,584
Inventories	(15,809)	(13,467)
Prepaid expenses and other current assets	(3,222)	(4,311)
Trade accounts payable and accrued expenses	6,638	(24,586)
Other	(499)	(733)
Net cash provided by (used in) operating activities	7,412	(31,261)
Investing activities:
Purchases of property, plant, and equipment	(32,409)	(28,892)
Payments to Acquire Businesses, Net of Cash Acquired	0	42,002
Proceeds from Divestiture of Businesses	0	3,121
Proceeds on sale of property, plant, and equipment	364	76
Other investing activities	319	146
Net cash provided by (used in) investing activities	(31,726)	(67,551)
Financing activities:
Proceeds from long-term debt	66,000	474,550
Principal payments on long-term debt	(35,451)	(278,150)
CSI Compressco LP distributions	(307)	(4,358)
Redemptions of CCLP Series A Preferred		0
Tax remittances on equity based compensation	(429)	(293)
Other financing activities	(155)	(6,139)
Net cash provided by (used in) financing activities	21,312	185,610
Effect of exchange rate changes on cash	(167)	(96)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect	(3,169)	86,702
Cash, cash equivalents, and restricted cash	36,933	113,091
Supplemental cash flow information:
Interest paid	15,544	17,710
Income taxes paid	1,644	1,331
Impairment of Long-Lived Assets Held-for-use	$ 146	$ 0

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Consolidated Statement of Equity Statement - USD ($) $ in Thousands	Total	Common Stock Value [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Foreign Currency Adjustment Attributable to Parent [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	$ 352,561	$ 1,185	$ 425,648	$ (18,651)	$ (43,767)	$ (156,335)	$ 144,481
Net Income (Loss) Attributable to Parent	(53,648)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	(62,763)						(9,115)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax	1,283				1,668		(385)
Other Comprehensive Income (Loss), Net of Tax	(61,480)
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	(4,358)						4,358
Noncontrolling Interest, Increase from Subsidiary Equity Issuance		20
Proceeds from Issuance of Common Stock	(20)
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures	(170)			(170)
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition	779		1,434				(655)
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests	(206)		171				(35)
Conversion of CCLP Preferred Stock, Amount Converted	10,103						10,103
Stock Issued During Period, Value, Acquisitions	28,212	77	28,135
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	325,461	1,282	455,046	(18,821)	(42,099)	(209,983)	140,036
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	312,749	1,285	460,680	(18,950)	(51,663)	(217,952)	139,349
Net Income (Loss) Attributable to Parent	(10,838)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	(19,100)						(8,262)
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss), before Reclassification and Tax	(406)				(582)		176
Other Comprehensive Income (Loss), Net of Tax	(19,506)
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	(307)						307
Noncontrolling Interest, Increase from Subsidiary Equity Issuance		(1)
Proceeds from Issuance of Common Stock	(1)		0
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures	(155)			(155)
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition	1,939		1,628				311
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests	9		67				76
Conversion of CCLP Preferred Stock, Amount Converted	2,539						2,539
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	300,110	$ 1,284	$ 462,241	$ (19,105)	$ (52,245)	(225,947)	$ 133,882
Cumulative Effect of New Accounting Principle in Period of Adoption	$ 2,843					$ 2,843

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Basis of Presentation and Significant Accounting Policies Basis of Presentation and Significant Accounting Policies (Notes)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES

Organization

We are a geographically diversified oil and gas services company, focused on completion fluids and associated products and services, water management, frac flowback, production well testing and offshore rig cooling services, and compression services and equipment. We were incorporated in Delaware in 1981. We are composed of three divisions – Completion Fluids & Products, Water & Flowback Services, and Compression. Unless the context requires otherwise, when we refer to “we,” “us,” and “our,” we are describing TETRA Technologies, Inc. and its consolidated subsidiaries on a consolidated basis.

Presentation

Our unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 March 31, 2019 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2019.

We consolidate the financial statements of CSI Compressco LP and its subsidiaries ("CCLP") as part of our Compression Division, as we determined that CCLP is a variable interest entity and we are the primary beneficiary. We control the financial interests of CCLP and have the ability to direct the activities of CCLP that most significantly impact its economic performance through our ownership of its general partner. The share of CCLP net assets and earnings that is not owned by us is presented as noncontrolling interest in our consolidated financial statements. Our cash flows from our investment in CCLP are limited to the quarterly distributions we receive on our CCLP common units and general partner interest (including incentive distribution rights) and the amounts collected for services we perform on behalf of CCLP, as TETRA's capital structure and CCLP's capital structure are separate, and do not include cross default provisions, cross collateralization provisions, or cross guarantees.

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. Securities and Exchange Commission ("SEC") and do not include all information and footnotes required by U.S. generally accepted accounting principles ("U.S. GAAP") for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2018 and notes thereto included in our Annual Report on Form 10-K, which we filed with the SEC on March 4, 2019.

Significant Accounting Policies

We have added policies for the recording of leases in conjunction with the adoption of the new lease standard discussed in our "Leases" and "New Accounting Pronouncements" sections below. Other than the additional lease policies described herein, there have been no significant changes in our accounting policies or the application of these policies.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, and impairments during the reporting period. Actual results could differ from those estimates, and such differences could bematerial.

Leases

As a lessee, unless the lease meets the criteria of short-term and is excluded per our policy election described below, we initially recognize a lease liability and related right-of-use asset on the commencement date. The right-of-use asset represents our right to use an underlying asset and the lease liability represents our obligation to make lease payments to the lessor over the lease term.    

Long-term operating leases are included in operating lease right-of-use assets, accrued liabilities and other, and operating lease liabilities in our consolidated balance sheet as of March 31, 2019. Long-term finance leases are included in property, plant and equipment, accrued liabilities and other, and other liabilities in our consolidated balance sheet as of March 31, 2019. We determine whether a contract is or contains a lease at inception of the contract. Where we are a lessee in a contract that includes an option to extend or terminate the lease, we include the extension period or exclude the period covered by the termination option in our lease term, if it is reasonably certain that we would exercise the option.

As an accounting policy election, we do not include short-term leases on our balance sheet. Short-term leases include leases with a term of 12 months or less, inclusive of renewal options we are reasonably certain to exercise. The lease payments for short-term leases are included as operating lease costs on a straight-line basis over the lease term in cost of revenues or general and administrative expense based on the use of the underlying asset. We recognize lease costs for variable lease payments not included in the determination of a lease liability in the period in which an obligation is incurred.

As allowed by U.S. GAAP, we do not separate nonlease components from the associated lease component for our compression services contracts and instead account for those components as a single component based on the accounting treatment of the predominant component. In our evaluation of whether Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 842 "Leases" or ASC 606 "Revenue from Contracts with Customers" is applicable to the combined component based on the predominant component, we determined the services nonlease component is predominant, resulting in the ongoing recognition of our compression services contracts following ASC 606.

Our operating and finance leases are recognized at the present value of lease payments over the lease term. When the implicit discount rate is not readily determinable, we use our incremental borrowing rate to calculate the discount rate used to determine the present value of lease payments. Consistent with other long-lived assets or asset groups that are held and used, we test for impairment of our right-of-use assets when impairment indicators are present.

Foreign Currency Translation

The cumulative translation effects of translating the applicable accounts from the functional currencies into the U.S. dollar at current exchange rates are included as a separate component ofequity. Foreign currency exchange (gains) and losses are included in other (income) expense, net and totaled $1.2 millionduring the three months ended March 31, 2019 and $0.9 million during the three months ended March 31, 2018, respectively.

New Accounting Pronouncements

Standards adopted in 2019

In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)" to increase comparability and transparency among different organizations. Organizations are required to recognize right-of-use lease assets and lease liabilities in the balance sheet related to the right to use the underlying asset for the lease term. In addition, through improved disclosure requirements, ASC 842 will enable users of financial statements to further understand the amount, timing, and uncertainty of cash flows arising from leases. We adopted the standard effective January 1, 2019. The standard had a material impact on our consolidated balance sheet, specifically, the reporting of our operating leases. The impact in the reporting of our finance leases was insignificant.

We chose to transition using a modified retrospective approach which allows for the recognition of a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption rather than the earliest period presented. Comparative information is reported under the accounting standards that were in effect for those periods. In addition, upon transition, we elected the package of practical expedients, which allows us to continue to apply historical lease classifications to existing contracts. Upon adoption, we recognized $60.6 million in operating right-of-use assets, $12.0 million in accrued liabilities and other, and $50.7 million in operating lease liabilities in our consolidated balance sheet. In addition, we also recognized a $2.8 million cumulative effect adjustment to increase retained earnings, primarily as a result of a deferred gain from a previous sale and leaseback transaction on our corporate headquarters facility that was accounted for as an operating lease. Refer to Note K - “Leases” for further information on our leases.    

In February 2018, the FASB issued ASU 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220)" that gives entities the option to reclassify the income tax effects of the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. This is effective for us on January 1, 2019, however, as we do not have associated tax effects in accumulated other comprehensive income, there was no impact.

In June 2018, the FASB issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” to align the measurement and classification guidance for share-based payments to nonemployees with the guidance currently applied to employees, with certain exceptions. We adopted this ASU during the three months ended March 31, 2019, with no material impact to our consolidated financial statements.

Standards not yet adopted

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. ASU 2016-13 has an effective date of the first quarter of fiscal 2020. We are currently assessing the potential effects of these changes to our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The ASU is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods, with early adoption permitted, under a prospective adoption. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

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Inventories

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Inventories

INVENTORIES

Components of inventories as of March 31, 2019 and December 31, 2018 are as follows: 

	March 31, 2019		December 31, 2018
	(In Thousands)
Finished goods	$	72,831	$	69,762
Raw materials	3,279		3,503
Parts and supplies	44,915		47,386
Work in progress	35,603		22,920
Total inventories	$	156,628	$	143,571

Finished goods inventories include newly manufactured clear brine fluids as well as used brines that are repurchased from certain customers for recycling. Work in progress inventory consists primarily of new compressor packages located in the CCLP fabrication facility in Midland, Texas.

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Net Income (Loss) per Share (Notes)

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Net Income (Loss) per Share

NET INCOME (LOSS) PER SHARE

The following is a reconciliation of the weighted average number of common shares outstanding with the number of shares used in the computations of net income (loss) per common and common equivalent share:

	Three Months Ended March 31,
	2019	2018
	(In Thousands)
Number of weighted average common shares outstanding	125,681	117,598
Assumed exercise of equity awards and warrants	—	—
Average diluted shares outstanding	125,681	117,598

For thethree month periods ended March 31, 2019 and March 31, 2018, the average diluted shares outstanding excludes the impact of all outstanding equity awards and warrants, as the inclusion of these shares would have been anti-dilutive due to the net losses recorded during the periods. In addition, for the three month periods ended March 31, 2019 and March 31, 2018, the calculation of diluted earnings per common share excludes the impact of the CCLP Preferred Units (as defined in Note F), as the inclusion of the impact from conversion of the CCLP Preferred Units into CCLP common units would have been anti-dilutive.

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Discontinued Operations (Notes)

3 Months Ended

Mar. 31, 2019

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

DISCONTINUED OPERATIONS

On March 1, 2018, we closed a series of related transactions that resulted in the disposition of our Offshore Division. As a result, we have accounted for our Offshore Division, consisting of our Offshore Services and Maritech segments, as discontinued operations and have revised prior period financial statements to exclude these businesses from continuing operations. A summary of financial information related to our discontinued operations is as follows:

Reconciliation of the Line Items Constituting Pretax Loss from Discontinued Operations to the After-Tax Loss from Discontinued Operations

(in thousands)

	Three Months Ended March 31, 2019								Three Months Ended March 31, 2018
	Offshore Services			Maritech		Total			Offshore Services			Maritech			Total
Major classes of line items constituting pretax loss from discontinued operations
Revenue	$	—		$	—	$	—		$	4,477		$	186		$	4,663
Cost of revenues	22			—		22			11,123			238			11,361
Depreciation, amortization, and accretion	—			—		—			1,856			213			2,069
General and administrative expense	404			—		404			1,253			186			1,439
Other (income) expense, net	—			—		—			39			—			39
Pretax loss from discontinued operations	(426		)	—		(426		)	(9,794		)	(451		)	(10,245		)
Pretax loss on disposal of discontinued operations						—									(33,788		)
Total pretax loss from discontinued operations						(426		)							(44,033		)
Income tax benefit						—									(2,327		)
Total loss from discontinued operations						$	(426	)							$	(41,706	)

Reconciliation of Major Classes of Assets and Liabilities of the Discontinued Operations to Amounts Presented Separately in the Statement of Financial Position

(in thousands)

	March 31, 2019						December 31, 2018
	Offshore Services		Maritech		Total		Offshore Services		Maritech		Total
Carrying amounts of major classes of assets included as part of discontinued operations
Trade receivables	$	81	$	1,340	$	1,421	$	—	$	1,340	$	1,340
Other current assets	1		—		1		14		—		14
Assets of discontinued operations	$	82	$	1,340	$	1,422	$	14	$	1,340	$	1,354
Carrying amounts of major classes of liabilities included as part of discontinued operations
Trade payables	$	616	$	—	$	616	$	740	$	—	$	740
Accrued liabilities	838		2,075		2,913		1,330		2,075		3,405
Liabilities of discontinued operations	$	1,454	$	2,075	$	3,529	$	2,070	$	2,075	$	4,145

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Long-Term Debt and Other Borrowings

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Long-Term Debt and Other Borrowings

LONG-TERM DEBT AND OTHER BORROWINGS

We believe our capital structure, excluding CCLP, ("TETRA") and CCLP's capital structure should be considered separately, as there are no cross default provisions, cross collateralization provisions, or cross guarantees between CCLP's debt and TETRA's debt.

Consolidated long-term debt as of March 31, 2019 and December 31, 2018, consists of the following:

		March 31, 2019		December 31, 2018
		(In Thousands)
TETRA	Scheduled Maturity
Asset-based credit agreement (presented net of unamortized deferred financing costs of $1.6 million as of March 31, 2019)	September 10, 2023	$	29,131	$	—
Term credit agreement (presented net of the unamortized discount of $7 million as of March 31, 2019 and $7.2 million as of December 31, 2018 and net of unamortized deferred financing costs of $10 million as of March 31, 2019 and $10.2 million as of December 31, 2018)	September 10, 2025	183,020		182,547
TETRA total debt		212,151		182,547
Less current portion		—		—
TETRA total long-term debt		$	212,151	$	182,547
CCLP
CCLP asset-based credit agreement	June 29, 2023	—		—
CCLP 7.25% Senior Notes (presented net of the unamortized discount of $2.1 million as of March 31, 2019 and $2.2 million as of December 31, 2018 and net of unamortized deferred financing costs of $3.6 million as of March 31, 2019 and $3.9 million as of December 31, 2018)	August 15, 2022	290,204		289,797
CCLP 7.50% Senior Secured Notes (presented net of unamortized deferred financing costs of $6.5 million as of March 31, 2019 and $6.8 million as of December 31, 2018)	April 1, 2025	343,488		343,216
CCLP total debt		633,692		633,013
Less current portion		—		—
Consolidated total long-term debt		$	845,843	$	815,560

As of March 31, 2019, TETRA had a $30.7 million outstanding balance and$9.0 million in letters of creditagainst its asset-based credit agreement ("ABL Credit Agreement"). As of March 31, 2019, subject to compliance with the covenants, borrowing base, and other provisions of the agreement that may limit borrowings, TETRA had an availability of $27.3 million under this agreement. There was no balance outstanding under the CCLP asset-based credit agreement ("CCLP Credit Agreement") as of March 31, 2019. As of March 31, 2019, and subject to compliance with the covenants, borrowing base, and other provisions of the agreements that may limit borrowings under the CCLP Credit Agreement, CCLP had availability of $18.4 million.

TETRA and CCLP credit and senior note agreements contain certain affirmative and negative covenants, including covenants that restrict the ability to pay dividends or other restricted payments. TETRA and CCLP are both in compliance with all covenants of their respective credit and senior note agreements as of March 31, 2019.

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CCLP Series A Convertiable Preferred Units CCLP Series A Preferred Units

3 Months Ended

Mar. 31, 2019

Series A Preferred Units [Abstract]

CCLP Series A Preferred Units

CCLP SERIES A CONVERTIBLE PREFERRED UNITS

During 2016, CCLP issued an aggregate of 6,999,126 of CSI Compressco LP Series A Convertible Preferred Units representing limited partner interests in CCLP (the “CCLP Preferred Units”) for a cash purchase price of $11.43 per CCLP Preferred Unit (the “Issue Price”). We purchased 874,891 of the CCLP Preferred Units at the aggregate Issue Price of $10.0 million.

Unless otherwise redeemed for cash, a ratable portion of the CCLP Preferred Units has been, and will continue to be, converted into CCLP common units on the eighth day of each month over a period of thirty months that began in March 2017 and will end in August 2019 (each, a “Conversion Date”). Based on the number of CCLP Preferred Units outstanding as of March 31, 2019, the maximum aggregate number of CCLP common units that could be required to be issued pursuant to the conversion provisions of the CCLP Preferred Units is approximately 10.2 million CCLP common units; however, CCLP may, at its option, pay cash, or a combination of cash and common units, to the holders of the CCLP Preferred Units instead of issuing common units on any Conversion Date, subject to certain restrictions as described in the Second Amended and Restated CCLP Partnership Agreement and the CCLP Credit Agreement. Beginning with the January 2019 Conversion Date, CCLP has elected to redeem the remaining CCLP Preferred Units for cash, resulting in 783,046 CCLP Preferred Units being redeemed during the three months ended March 31, 2019 for $8.3 million, which includes approximately $0.4 million of redemption premium that was paid and charged to other (income) expense, net in the accompanying consolidated statements of operations. The total number of CCLP Preferred Units outstanding as of March 31, 2019 was 1,779,417, of which we held 223,474.

Based on the conversion provisions of the CCLP Preferred Units, calculated as of March 31, 2019, using the trading prices of the common units over the prior month, along with other factors, and as otherwise impacted by the existence of certain conditions related to the CCLP common units (the "Conversion Price"), the theoretical number of CCLP common units that would be issued if all of the outstanding CCLP Preferred Units were converted on March 31, 2019 on the same basis as the monthly conversions would be approximately 7.4 million CCLP common units, with an aggregate market value of $21.0 million. If converted to CCLP common units, a $1 decrease in the Conversion Price would result in the issuance of 2.8 million additional CCLP common units pursuant to these conversion provisions.

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Market Risks and Derivative Hedge Contracts

3 Months Ended

Mar. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Hedge Contracts

FAIR VALUE MEASUREMENTS

Financial Instruments

CCLP Preferred Units

The CCLP Preferred Units are valued using a lattice modeling technique that, among a number of lattice structures, includes significant unobservable items (a Level 3 fair value measurement). These unobservable items include (i) the volatility of the trading price of CCLP's common units compared to a volatility analysis of equity prices of CCLP's comparable peer companies, (ii) a yield analysis that utilizes market information related to the debt yields of comparable peer companies, and (iii) a future conversion price analysis. During the three month periods ended March 31, 2019 and March 31, 2018, the changes in the fair value of the CCLP Preferred Units resulted in $1.2 million and $1.4 million being charged to earnings, respectively, in the consolidated statements of operations.

Warrants

The Warrants are valued using a Black Scholes option valuation model that includes implied volatility of the trading price (a Level 3 fair value measurement). During the three month periods ended March 31, 2019 and March 31, 2018, the changes in the fair value of the Warrants liability resulted in $0.4 million being charged to earnings and $2.0 million being credited to earnings, respectively, in the consolidated statement of operations.

Contingent Consideration

The fair value of the contingent consideration associated with the February 2018 acquisition of SwiftWater Energy Services, LLC ("SwiftWater") is based on a probability simulation utilizing forecasted revenues and EBITDA of the water management business of SwiftWater and all of our pre-existing operations in the Permian Basin (a Level 3 fair value measurement). At March 31, 2019, the estimated fair value for the liability associated with the contingent purchase price consideration was $10.6 million, resulting in $0.4 million being credited to other (income) expense, net, during the three months ended March 31, 2019. In addition, as part of the purchase of JRGO Energy Services LLC ("JRGO") during December 2018, the sellers have the right to receive contingent consideration of up to $1.5 million to be paid during 2019, based on JRGO's performance during the fourth quarter of 2018. Approximately $11.5 million of the $12.1 million combined contingent consideration liability is based on actual 2018 performance and was paid in April 2019, with the remaining being a fair value measurement based on a forecast of SwiftWater 2019 revenues and EBITDA.

Derivative Contracts

We and CCLP each enter into short term foreign currency forward derivative contracts with third parties as part of a program designed to mitigate the currency exchange rate risk exposure on selected transactions of certain foreign subsidiaries. As of March 31, 2019, we and CCLP had the following foreign currency derivative contracts outstanding relating to portions of our foreign operations:

Derivative Contracts	US Dollar Notional Amount		Traded Exchange Rate	Settlement Date
	(In Thousands)
Forward purchase Euro	$	7,245	1.14	6/19/2019
Forward sale Euro	1,139		1.14	4/17/2019
Forward sale pounds sterling	1,329		1.33	4/17/2019
Forward purchase Mexican peso	820		19.52	4/17/2019
Forward sale Norwegian krone	527		8.53	4/17/2019
Forward sale Mexican peso	6,301		19.52	4/17/2019

Derivative Contracts	British Pound Notional Amount	Traded Exchange Rate	Settlement Date
	(In Thousands)
Forward purchase Euro	1,535	0.85	4/17/2019

Derivative Contracts	Swedish Krona Notional Amount	Traded Exchange Rate	Settlement Date
	(In Thousands)
Forward sale Euro	14,041	10.40	4/17/2019

Under this program, we and CCLP may enter into similar derivative contracts from time to time. Although contracts pursuant to this program will serve as an economic hedge of the cash flow of our currency exchange risk exposure, they are not formally designated as hedge contracts or qualify for hedge accounting treatment. Accordingly, any change in the fair value of these derivative instruments during a period will be included in the determination of earnings for that period.

The fair values of foreign currency derivative instruments are based on quoted market values (a Level 2 fair value measurement). The fair values of our and CCLP's foreign currency derivative instruments as of March 31, 2019 and December 31, 2018, are as follows:

Foreign currency derivative instruments	Balance Sheet Location	Fair Value at March 31, 2019			Fair Value at December 31, 2018
		(In Thousands)
Forward purchase contracts	Current assets	$	27		$	41
Forward sale contracts	Current assets	49			76
Forward sale contracts	Current liabilities	(22		)	(126		)
Forward purchase contracts	Current liabilities	(100		)	(168		)
Net asset (liability)		$	(46	)	$	(177	)

None of the foreign currency derivative contracts contain credit risk related contingent features that would require us to post assets or collateral for contracts that are classified as liabilities. During the three months ended March 31, 2019 and March 31, 2018, we recognized $0.6 millionand $28,000 of net gains (losses), respectively, reflected in other (income) expense, net, associated with our foreign currency derivative program.

A summary of these recurring fair value measurements by valuation hierarchy as of March 31, 2019 and December 31, 2018, is as follows:

				Fair Value Measurements Using
	Total as of			Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs			Significant Unobservable Inputs
Description	March 31, 2019			(Level 1)		(Level 2)			(Level 3)
	(In Thousands)
CCLP Series A Preferred Units	$	(18,278	)	$	—	$	—		$	(18,278	)
Warrants liability	(2,480		)	—		—			(2,480		)
Asset for foreign currency derivative contracts	75			—		75			—
Liability for foreign currency derivative contracts	(121		)	—		(121		)	—
Acquisition contingent consideration liability	(12,052		)	—		—			(12,052		)
Net liability	$	(32,856	)

				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	December 31, 2018			(Level 1)		(Level 2)			(Level 3)
	(In Thousands)
CCLP Series A Preferred Units	$	(27,019	)	$	—	$	—		$	(27,019	)
Warrants liability	(2,073		)	—		—			(2,073		)
Asset for foreign currency derivative contracts	117			—		117			—
Liability for foreign currency derivative contracts	(294		)	—		(294		)	—
Acquisition contingent consideration liability	(12,452		)	—		—			(12,452		)
Net liability	$	(41,721	)

The fair values of cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, short-term borrowings and long-term debt pursuant to TETRA's ABL Credit Agreement and Term Credit Agreement, and the CCLP Credit Agreement approximate their carrying amounts. The fair values of the publicly traded CCLP 7.25% Senior Notes at March 31, 2019 and December 31, 2018, were approximately $264.9 million and $266.3 million, respectively. Those fair values compare to the face amount of $295.9 million both at March 31, 2019 and December 31, 2018. The fair value of the publicly traded CCLP 7.50% Senior Secured Notes at March 31, 2019 and December 31, 2018 were approximately $336.0 million and $332.5 million, respectively. This fair value compares to aggregate principal amount of such notes at both March 31, 2019 and December 31, 2018, of $350.0 million. We based the fair values of the CCLP 7.25% Senior Notes and the CCLP 7.50% Senior Secured Notes as of March 31, 2019 on recent trades for these notes.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

Litigation

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

Contingencies of Discontinued Operations

During 2011, in connection with the sale of a significant majority of Maritech's oil and gas producing properties, the buyers of the properties assumed the associated decommissioning liabilities pursuant to the purchase and sale agreements. To the extent that a buyer of these properties fails to perform the abandonment and decommissioning work required, a previous owner, including Maritech, may be required to perform the abandonment and decommissioning obligation. As the former parent company of Maritech, we also may be responsible for performing these abandonment and decommissioning obligations. In March 2018, we closed the Maritech Asset Purchase Agreement with Orinoco Natural Resources, LLC ("Orinoco") that provided for the purchase by Orinoco of the Maritech Properties. Also in March 2018, we finalized the Maritech Equity Purchase Agreement with Orinoco that provided for the purchase by Orinoco of the Maritech Equity Interests. Pursuant to a bonding agreement as part of these transactions (the "Bonding Agreement"), Orinoco is required to replace, within 90 days following the closing, the initial bonds delivered at closing with non-revocable performance bonds, meeting certain requirements, in the aggregate sum of $47.0 million. Orinoco has not delivered such replacement bonds and we are seeking to enforce the terms of the Bonding Agreement. The non-revocable performance bonds delivered at the closing remain in effect. As a result of these transactions, we have effectively exited the businesses of our Offshore Services and Maritech segments and Orinoco assumed all of Maritech's remaining abandonment and decommissioning obligations.

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Industry Segments

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Industry Segments

INDUSTRY SEGMENTS

We manage our operations through three Divisions: Completion Fluids & Products, Water & Flowback Services, and Compression.

 Summarized financial information concerning the business segments is as follows:

	Three Months Ended March 31,
	2019			2018
	(In Thousands)
Revenues from external customers
Product sales
Completion Fluids & Products Division	$	57,328		$	51,057
Water & Flowback Services Division	364			1,250
Compression Division	34,089			23,646
Consolidated	$	91,781		$	75,953
Services
Completion Fluids & Products Division	$	4,253		$	2,049
Water & Flowback Services Division	78,314			59,603
Compression Division	69,380			61,776
Consolidated	$	151,947		$	123,428
Interdivision revenues
Completion Fluids & Products Division	$	—		$	(2	)
Water & Flowback Services Division	—			222
Compression Division	—			—
Interdivision eliminations	—			(220		)
Consolidated	$	—		$	—
Total revenues
Completion Fluids & Products Division	$	61,581		$	53,104
Water & Flowback Services Division	78,678			61,075
Compression Division	103,469			85,422
Interdivision eliminations	—			(220		)
Consolidated	$	243,728		$	199,381
Income (loss) before taxes
Completion Fluids & Products Division	$	6,186		$	2,449
Water & Flowback Services Division	2,231			6,548
Compression Division	(7,801		)	(14,018		)
Interdivision eliminations	6			—
Corporate Overhead(1)	(17,687		)	(14,912		)
Consolidated	$	(17,065	)	$	(19,933	)

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

	Three Months Ended March 31,
	2019			2018
	(In Thousands)
General and administrative expense	$	12,089		$	12,598
Depreciation and amortization	168			151
Interest expense	5,342			4,007
Warrants fair value adjustment (income) expense	407			(1,994		)
Other general corporate (income) expense, net	(319		)	150
Total	$	17,687		$	14,912

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Revenue from Contracts with Customers (Notes)

3 Months Ended

Mar. 31, 2019

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

REVENUE FROM CONTRACTS WITH CUSTOMERS

Performance Obligations.Revenue is generally recognized when we transfer control of our products or services to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or providing services to our customers.

Product Sales. Product sales revenues are generally recognized when we ship products from our facility to our customer. The product sales for our Completion Fluid & Products Division consist primarily of clear brine fluids ("CBFs"), additives, and associated manufactured products. Product sales for our Water & Flowback Services Division are typically attributed to specific performance obligations within certain production testing service arrangements. Parts and equipment sales comprise the product sales for the Compression Division.

Services. Service revenues represent revenue recognized over time, as our customer arrangements typically provide agreed upon day-rates (monthly service rates for compression services) and we recognize service revenue based upon the number of days services have been performed. Service revenue recognized over time is associated with a majority of our Water & Flowback Services Division arrangements, compression service and aftermarket service contracts within our Compression Division, and a small portion of Completion Fluids & Products Division revenue that is associated with completion fluid service arrangements. With the exception of the initial terms of the compression services contracts for medium- and high-horsepower compressor packages of our Compression Division, our customer contracts are generally for terms of one year or less. The majority of the service arrangements in the Water & Flowback Services Division are for a period of 90 days or less. Within our Compression Division service revenue,most aftermarket service revenues are recognized at a point in time when we transfer control of our products and complete the delivery of services to our customers.

We receive cash equal to the invoice price for most product sales and services and payment terms typically range from 30 to 60 days from the date we invoice our customer. Since the period between when we deliver products or services and when the customer pays for products or services are not expected to exceed one year, we have elected not to calculate or disclose a financing component for our customer contracts.

Depending on the terms of the arrangement, we may also defer the recognition of revenue for a portion of the consideration received because we have to satisfy a future performance obligation. For example, consideration received from customers during the fabrication of new compressor packages is typically deferred until control of the compressor package is transferred to our customer. For any arrangements with multiple performance obligations, we use management's estimated selling price to determine the stand-alone selling price for separate performance obligations. For revenue associated with mobilization of service equipment as part of a service contract arrangement, such revenue, if significant, is deferred and amortized over the estimated service period. As of March 31, 2019, we had$24.6 millionof remaining performance obligations related to our compression service contracts.As a practical expedient, this amount does not reflect revenue for compression service contracts whose original expected duration is less than 12 months and does not consider the effects of the time value of money. The remaining performance obligations are expected to be recognized through 2022 as follows (in thousands):

	2019		2020		2021		2022		2023		Total
	(In Thousands)
Compression service contracts remaining performance obligations	$	10,444	$	9,851	$	4,240	$	32	$	—	$	24,567

Sales taxes, value added taxes, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. We have elected to recognize the cost for freight and shipping costs as part of cost of product sales when control over our products (i.e. delivery) has transferred to the customer.

Use of Estimates. In recognizing revenue for variable consideration arrangements, the amount of variable consideration recognized is limited so that it is probable that significant amounts of revenues will not be reversed in future periods when the uncertainty is resolved. For products returned by the customer, we estimate the expected returns based on an analysis of historical experience. For volume discounts earned by the customer, we estimate the discount (if any) based on our estimate of the total expected volume of products sold or services to be provided to the customer during the discount period. In certain contracts for the sale of CBF, we may agree to issue credits for the repurchase of reclaimable used fluids from certain customers at an agreed price that is based on the condition of the fluids. For sales of CBF, we adjust the revenue recognized in the period of shipment by the estimated amount of the credit expected to be issued to the customer, and this estimate is based on historical experience. As ofMarch 31, 2019, the amount of remaining credits expected to be issued for the repurchase of reclaimable used fluids was$1.1 millionthat were recorded in inventory (right of return asset) and accounts payable. There were no material differences between amounts recognized during the three month period ended March 31, 2019, compared to estimates made in a prior period from these variable consideration arrangements.

Contract Assets and Liabilities.Any contract assets, along with billed and unbilled accounts receivable, are included in trade accounts receivable in our consolidated balance sheets. We classify contract liabilities as Unearned Income in our consolidated balance sheets. Such deferred revenue typically results from advance payments received on orders for new compressor equipment prior to the time such equipment is completed and transferred to the customer in accordance with the customer contract.

As of March 31, 2019 and December 31, 2018, contract assets were immaterial. The following table reflects the changes in our contract liabilities during the three month period ended March 31, 2019:

	March 31, 2019
	(In Thousands)
Unearned Income, beginning of period	$	25,333
Additional unearned income	49,363
Revenue recognized	(24,858		)
Unearned income, end of period	$	49,838

During the three month period ended March 31, 2019, contract liabilities increased due to unearned income for consideration received on new compressor equipment being fabricated. During thethreemonth period endedMarch 31, 2019,$24.9 million of unearned income was recognized as product sales revenue, primarily associated with deliveries of new compression equipment.

Contract Costs. As of March 31, 2019 and March 31, 2018, contract costs were immaterial.

Disaggregation of Revenue. We disaggregate revenue from contracts with customers into Product Sales and Services within each segment, as noted in our three reportable segments in Note I. In addition, we disaggregate revenue from contracts with customers by geography based on the following table below.

	Three months ended March 31,
	2019		2018
	(In Thousands)
Completion Fluids & Products
U.S.	$	31,606	$	27,909
International	29,975		25,195
	61,581		53,104
Water & Flowback Services
U.S.	73,199		47,038
International	5,479		14,037
	78,678		61,075
Compression
U.S.	93,517		76,980
International	9,952		8,442
	103,469		85,422
Interdivision eliminations
U.S.	—		2
International	—		(222		)
	—		(220		)
Total Revenue
U.S.	198,322		151,929
International	45,406		47,452
	$	243,728	$	199,381

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Leases

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Leases

LEASES

We have operating leases for some of our transportation equipment, office space, warehouse space, operating locations, and machinery and equipment. We have finance leases for certain storage tanks and equipment rentals. Our leases have remaining lease terms ranging from 1 to 16 years. Some of our leases have options to extend for various periods, while some have termination options with prior notice of generally 30 days or six months. The office space, warehouse space, operating location leases, and machinery and equipment leases generally require us to pay all maintenance and insurance costs. We do not have leases that have not yet commenced that create significant rights and obligations. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Variable rent expense was not material.

Our corporate headquarters facility located in The Woodlands, Texas, was sold on December 31, 2012, pursuant to a sale and leaseback transaction. As a condition to the consummation of the purchase and sale of the facility, the parties entered into a lease agreement for the facility having an initial lease term of 15 years, which is classified as an operating lease. Under the terms of the lease agreement, we have the ability to extend the lease for five successive five year periods at base rental rates to be determined at the time of each extension.

Components of lease expense, included in either cost of revenues or general and administrative expense based on the use of the underlying asset, are as follows (inclusive of lease expense for leases not included on our consolidated balance sheet based on our accounting policy election to exclude leases with a term of 12 months or less):

	Three Months Ended March 31, 2019
	(In Thousands)
Operating lease expense	$	5,044
Short-term lease expense	11,161
Finance lease cost:
Accumulated depreciation	31
Interest on lease liabilities	3
Total lease expense	$	16,239

Supplemental cash flow information:

	Three Months Ended March 31, 2019
	(In Thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	4,657
Financing cash flows - finance leases	$	43
Operating cash flows - finance leases	$	3
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	3,257
Finance leases	$	—

Supplemental balance sheet information:

	March 31, 2019
	(In Thousands)
Operating leases:
Operating lease right-of-use assets	$	60,149
Accrued liabilities and other	$	12,659
Operating lease liabilities	49,632
Total operating lease liabilities	$	62,291
Finance leases:
Property, plant and equipment	$	875
Accumulated depreciation	(664		)
Net property, plant and equipment	$	211
Accrued liabilities and other	$	147
Other liabilities	48
Total finance lease liabilities	$	195

Additional operating and finance lease information:

	March 31, 2019
Weighted average remaining lease term:
Operating leases	7 years
Finance leases	1 year
Weighted average discount rate:
Operating leases	9.37	%
Finance leases	5.80	%

Future minimum lease payments by year and in the aggregate, under non-cancelable finance and operating leases with terms in excess of one year consist of the following at March 31, 2019:

	Finance Leases			Operating Leases
	(In Thousands)
2019	$	148		$	13,350
2020	33			15,536
2021	17			11,488
2022	—			9,009
2023	—			7,770
Thereafter	—			29,351
Total lease payments	198			86,504
Less imputed interest	(3		)	(24,213		)
Total lease liabilities	$	195		$	62,291

At March 31, 2019, future minimum rental receipts under a non-cancelable sublease for office space in one of our locations totaled $6.1 million. For the three months ended March 31, 2019, we recognized sublease income of $0.2 million.

Leases

LEASES

We have operating leases for some of our transportation equipment, office space, warehouse space, operating locations, and machinery and equipment. We have finance leases for certain storage tanks and equipment rentals. Our leases have remaining lease terms ranging from 1 to 16 years. Some of our leases have options to extend for various periods, while some have termination options with prior notice of generally 30 days or six months. The office space, warehouse space, operating location leases, and machinery and equipment leases generally require us to pay all maintenance and insurance costs. We do not have leases that have not yet commenced that create significant rights and obligations. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Variable rent expense was not material.

Our corporate headquarters facility located in The Woodlands, Texas, was sold on December 31, 2012, pursuant to a sale and leaseback transaction. As a condition to the consummation of the purchase and sale of the facility, the parties entered into a lease agreement for the facility having an initial lease term of 15 years, which is classified as an operating lease. Under the terms of the lease agreement, we have the ability to extend the lease for five successive five year periods at base rental rates to be determined at the time of each extension.

Components of lease expense, included in either cost of revenues or general and administrative expense based on the use of the underlying asset, are as follows (inclusive of lease expense for leases not included on our consolidated balance sheet based on our accounting policy election to exclude leases with a term of 12 months or less):

	Three Months Ended March 31, 2019
	(In Thousands)
Operating lease expense	$	5,044
Short-term lease expense	11,161
Finance lease cost:
Accumulated depreciation	31
Interest on lease liabilities	3
Total lease expense	$	16,239

Supplemental cash flow information:

	Three Months Ended March 31, 2019
	(In Thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	4,657
Financing cash flows - finance leases	$	43
Operating cash flows - finance leases	$	3
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	3,257
Finance leases	$	—

Supplemental balance sheet information:

	March 31, 2019
	(In Thousands)
Operating leases:
Operating lease right-of-use assets	$	60,149
Accrued liabilities and other	$	12,659
Operating lease liabilities	49,632
Total operating lease liabilities	$	62,291
Finance leases:
Property, plant and equipment	$	875
Accumulated depreciation	(664		)
Net property, plant and equipment	$	211
Accrued liabilities and other	$	147
Other liabilities	48
Total finance lease liabilities	$	195

Additional operating and finance lease information:

	March 31, 2019
Weighted average remaining lease term:
Operating leases	7 years
Finance leases	1 year
Weighted average discount rate:
Operating leases	9.37	%
Finance leases	5.80	%

Future minimum lease payments by year and in the aggregate, under non-cancelable finance and operating leases with terms in excess of one year consist of the following at March 31, 2019:

	Finance Leases			Operating Leases
	(In Thousands)
2019	$	148		$	13,350
2020	33			15,536
2021	17			11,488
2022	—			9,009
2023	—			7,770
Thereafter	—			29,351
Total lease payments	198			86,504
Less imputed interest	(3		)	(24,213		)
Total lease liabilities	$	195		$	62,291

At March 31, 2019, future minimum rental receipts under a non-cancelable sublease for office space in one of our locations totaled $6.1 million. For the three months ended March 31, 2019, we recognized sublease income of $0.2 million.

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Basis of Presentation and Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Principles of consolidation policy

Our unaudited consolidated financial statements include the accounts of our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 March 31, 2019 are not necessarily indicative of results that may be expected for the twelve months ended December 31, 2019.

We consolidate the financial statements of CSI Compressco LP and its subsidiaries ("CCLP") as part of our Compression Division, as we determined that CCLP is a variable interest entity and we are the primary beneficiary. We control the financial interests of CCLP and have the ability to direct the activities of CCLP that most significantly impact its economic performance through our ownership of its general partner. The share of CCLP net assets and earnings that is not owned by us is presented as noncontrolling interest in our consolidated financial statements. Our cash flows from our investment in CCLP are limited to the quarterly distributions we receive on our CCLP common units and general partner interest (including incentive distribution rights) and the amounts collected for services we perform on behalf of CCLP, as TETRA's capital structure and CCLP's capital structure are separate, and do not include cross default provisions, cross collateralization provisions, or cross guarantees.

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. Securities and Exchange Commission ("SEC") and do not include all information and footnotes required by U.S. generally accepted accounting principles ("U.S. GAAP") for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2018 and notes thereto included in our Annual Report on Form 10-K, which we filed with the SEC on March 4, 2019.

Use of estimates policy

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues, expenses, and impairments during the reporting period. Actual results could differ from those estimates, and such differences could bematerial.

Foreign currency translation policy

Foreign Currency Translation

The cumulative translation effects of translating the applicable accounts from the functional currencies into the U.S. dollar at current exchange rates are included as a separate component ofequity. Foreign currency exchange (gains) and losses are included in other (income) expense, net and totaled $1.2 millionduring the three months ended March 31, 2019 and $0.9 million during the three months ended March 31, 2018, respectively.

Income taxes policy

New Accounting Pronouncements policy

New Accounting Pronouncements

Standards adopted in 2019

In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)" to increase comparability and transparency among different organizations. Organizations are required to recognize right-of-use lease assets and lease liabilities in the balance sheet related to the right to use the underlying asset for the lease term. In addition, through improved disclosure requirements, ASC 842 will enable users of financial statements to further understand the amount, timing, and uncertainty of cash flows arising from leases. We adopted the standard effective January 1, 2019. The standard had a material impact on our consolidated balance sheet, specifically, the reporting of our operating leases. The impact in the reporting of our finance leases was insignificant.

We chose to transition using a modified retrospective approach which allows for the recognition of a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption rather than the earliest period presented. Comparative information is reported under the accounting standards that were in effect for those periods. In addition, upon transition, we elected the package of practical expedients, which allows us to continue to apply historical lease classifications to existing contracts. Upon adoption, we recognized $60.6 million in operating right-of-use assets, $12.0 million in accrued liabilities and other, and $50.7 million in operating lease liabilities in our consolidated balance sheet. In addition, we also recognized a $2.8 million cumulative effect adjustment to increase retained earnings, primarily as a result of a deferred gain from a previous sale and leaseback transaction on our corporate headquarters facility that was accounted for as an operating lease. Refer to Note K - “Leases” for further information on our leases.    

In February 2018, the FASB issued ASU 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220)" that gives entities the option to reclassify the income tax effects of the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. This is effective for us on January 1, 2019, however, as we do not have associated tax effects in accumulated other comprehensive income, there was no impact.

In June 2018, the FASB issued ASU 2018-07, “Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting” to align the measurement and classification guidance for share-based payments to nonemployees with the guidance currently applied to employees, with certain exceptions. We adopted this ASU during the three months ended March 31, 2019, with no material impact to our consolidated financial statements.

Standards not yet adopted

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. ASU 2016-13 has an effective date of the first quarter of fiscal 2020. We are currently assessing the potential effects of these changes to our consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, "Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. The ASU is effective for annual periods beginning after December 15, 2019, and interim periods within those annual periods, with early adoption permitted, under a prospective adoption. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

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Inventories (Tables)

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Components of inventories as of March 31, 2019 and December 31, 2018 are as follows: 

	March 31, 2019		December 31, 2018
	(In Thousands)
Finished goods	$	72,831	$	69,762
Raw materials	3,279		3,503
Parts and supplies	44,915		47,386
Work in progress	35,603		22,920
Total inventories	$	156,628	$	143,571

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Net Income (Loss) per Share (Tables)

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares [Table Text Block]

The following is a reconciliation of the weighted average number of common shares outstanding with the number of shares used in the computations of net income (loss) per common and common equivalent share:

	Three Months Ended March 31,
	2019	2018
	(In Thousands)
Number of weighted average common shares outstanding	125,681	117,598
Assumed exercise of equity awards and warrants	—	—
Average diluted shares outstanding	125,681	117,598

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Long-Term Debt and Other Borrowings Long-Term Debt and Other Borrowings (Table)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Long-Term Debt Table

		March 31, 2019		December 31, 2018
		(In Thousands)
TETRA	Scheduled Maturity
Asset-based credit agreement (presented net of unamortized deferred financing costs of $1.6 million as of March 31, 2019)	September 10, 2023	$	29,131	$	—
Term credit agreement (presented net of the unamortized discount of $7 million as of March 31, 2019 and $7.2 million as of December 31, 2018 and net of unamortized deferred financing costs of $10 million as of March 31, 2019 and $10.2 million as of December 31, 2018)	September 10, 2025	183,020		182,547
TETRA total debt		212,151		182,547
Less current portion		—		—
TETRA total long-term debt		$	212,151	$	182,547
CCLP
CCLP asset-based credit agreement	June 29, 2023	—		—
CCLP 7.25% Senior Notes (presented net of the unamortized discount of $2.1 million as of March 31, 2019 and $2.2 million as of December 31, 2018 and net of unamortized deferred financing costs of $3.6 million as of March 31, 2019 and $3.9 million as of December 31, 2018)	August 15, 2022	290,204		289,797
CCLP 7.50% Senior Secured Notes (presented net of unamortized deferred financing costs of $6.5 million as of March 31, 2019 and $6.8 million as of December 31, 2018)	April 1, 2025	343,488		343,216
CCLP total debt		633,692		633,013
Less current portion		—		—
Consolidated total long-term debt		$	845,843	$	815,560

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Fair Value Measurements Market Risks and Derivative Hedge Contracts (Tables)

3 Months Ended

Mar. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Notional Amounts of Outstanding Derivative Positions Table

Derivative Contracts	US Dollar Notional Amount		Traded Exchange Rate	Settlement Date
	(In Thousands)
Forward purchase Euro	$	7,245	1.14	6/19/2019
Forward sale Euro	1,139		1.14	4/17/2019
Forward sale pounds sterling	1,329		1.33	4/17/2019
Forward purchase Mexican peso	820		19.52	4/17/2019
Forward sale Norwegian krone	527		8.53	4/17/2019
Forward sale Mexican peso	6,301		19.52	4/17/2019

Derivatives Designated as Hedging Instruments Table

Foreign currency derivative instruments	Balance Sheet Location	Fair Value at March 31, 2019			Fair Value at December 31, 2018
		(In Thousands)
Forward purchase contracts	Current assets	$	27		$	41
Forward sale contracts	Current assets	49			76
Forward sale contracts	Current liabilities	(22		)	(126		)
Forward purchase contracts	Current liabilities	(100		)	(168		)
Net asset (liability)		$	(46	)	$	(177	)

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Industry Segments (Tables)

3 Months Ended

Mar. 31, 2019

Segment Reporting [Abstract]

Segment Reporting Table

	Three Months Ended March 31,
	2019			2018
	(In Thousands)
Revenues from external customers
Product sales
Completion Fluids & Products Division	$	57,328		$	51,057
Water & Flowback Services Division	364			1,250
Compression Division	34,089			23,646
Consolidated	$	91,781		$	75,953
Services
Completion Fluids & Products Division	$	4,253		$	2,049
Water & Flowback Services Division	78,314			59,603
Compression Division	69,380			61,776
Consolidated	$	151,947		$	123,428
Interdivision revenues
Completion Fluids & Products Division	$	—		$	(2	)
Water & Flowback Services Division	—			222
Compression Division	—			—
Interdivision eliminations	—			(220		)
Consolidated	$	—		$	—
Total revenues
Completion Fluids & Products Division	$	61,581		$	53,104
Water & Flowback Services Division	78,678			61,075
Compression Division	103,469			85,422
Interdivision eliminations	—			(220		)
Consolidated	$	243,728		$	199,381
Income (loss) before taxes
Completion Fluids & Products Division	$	6,186		$	2,449
Water & Flowback Services Division	2,231			6,548
Compression Division	(7,801		)	(14,018		)
Interdivision eliminations	6			—
Corporate Overhead(1)	(17,687		)	(14,912		)
Consolidated	$	(17,065	)	$	(19,933	)

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

	Three Months Ended March 31,
	2019			2018
	(In Thousands)
General and administrative expense	$	12,089		$	12,598
Depreciation and amortization	168			151
Interest expense	5,342			4,007
Warrants fair value adjustment (income) expense	407			(1,994		)
Other general corporate (income) expense, net	(319		)	150
Total	$	17,687		$	14,912

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Revenue from Contracts with Customers (Tables)

3 Months Ended

Mar. 31, 2019

Revenue from Contract with Customer [Abstract]

Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Table Text Block]

The remaining performance obligations are expected to be recognized through 2022 as follows (in thousands):

	2019		2020		2021		2022		2023		Total
	(In Thousands)
Compression service contracts remaining performance obligations	$	10,444	$	9,851	$	4,240	$	32	$	—	$	24,567

Summary of Changes in Contract Liabilities

The following table reflects the changes in our contract liabilities during the three month period ended March 31, 2019:

	March 31, 2019
	(In Thousands)
Unearned Income, beginning of period	$	25,333
Additional unearned income	49,363
Revenue recognized	(24,858		)
Unearned income, end of period	$	49,838

Disaggregation of Revenue [Table Text Block]

In addition, we disaggregate revenue from contracts with customers by geography based on the following table below.

	Three months ended March 31,
	2019		2018
	(In Thousands)
Completion Fluids & Products
U.S.	$	31,606	$	27,909
International	29,975		25,195
	61,581		53,104
Water & Flowback Services
U.S.	73,199		47,038
International	5,479		14,037
	78,678		61,075
Compression
U.S.	93,517		76,980
International	9,952		8,442
	103,469		85,422
Interdivision eliminations
U.S.	—		2
International	—		(222		)
	—		(220		)
Total Revenue
U.S.	198,322		151,929
International	45,406		47,452
	$	243,728	$	199,381

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Leases (Tables)

3 Months Ended

Mar. 31, 2019

Leases [Abstract]

Lease, Cost

Components of lease expense, included in either cost of revenues or general and administrative expense based on the use of the underlying asset, are as follows (inclusive of lease expense for leases not included on our consolidated balance sheet based on our accounting policy election to exclude leases with a term of 12 months or less):

	Three Months Ended March 31, 2019
	(In Thousands)
Operating lease expense	$	5,044
Short-term lease expense	11,161
Finance lease cost:
Accumulated depreciation	31
Interest on lease liabilities	3
Total lease expense	$	16,239

Supplemental cash flow information:

	Three Months Ended March 31, 2019
	(In Thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$	4,657
Financing cash flows - finance leases	$	43
Operating cash flows - finance leases	$	3
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	3,257
Finance leases	$	—

Assets and Liabilities, Lessee

upplemental balance sheet information:

	March 31, 2019
	(In Thousands)
Operating leases:
Operating lease right-of-use assets	$	60,149
Accrued liabilities and other	$	12,659
Operating lease liabilities	49,632
Total operating lease liabilities	$	62,291
Finance leases:
Property, plant and equipment	$	875
Accumulated depreciation	(664		)
Net property, plant and equipment	$	211
Accrued liabilities and other	$	147
Other liabilities	48
Total finance lease liabilities	$	195

Additional operating and finance lease information:

	March 31, 2019
Weighted average remaining lease term:
Operating leases	7 years
Finance leases	1 year
Weighted average discount rate:
Operating leases	9.37	%
Finance leases	5.80	%

Lessee, Operating Lease, Liability, Maturity

Future minimum lease payments by year and in the aggregate, under non-cancelable finance and operating leases with terms in excess of one year consist of the following at March 31, 2019:

	Finance Leases			Operating Leases
	(In Thousands)
2019	$	148		$	13,350
2020	33			15,536
2021	17			11,488
2022	—			9,009
2023	—			7,770
Thereafter	—			29,351
Total lease payments	198			86,504
Less imputed interest	(3		)	(24,213		)
Total lease liabilities	$	195		$	62,291

Finance Lease, Liability, Maturity

Future minimum lease payments by year and in the aggregate, under non-cancelable finance and operating leases with terms in excess of one year consist of the following at March 31, 2019:

	Finance Leases			Operating Leases
	(In Thousands)
2019	$	148		$	13,350
2020	33			15,536
2021	17			11,488
2022	—			9,009
2023	—			7,770
Thereafter	—			29,351
Total lease payments	198			86,504
Less imputed interest	(3		)	(24,213		)
Total lease liabilities	$	195		$	62,291

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Basis of Presentation and Significant Accounting Policies Basis of Presentation and Significant Accounting Policies - Additional Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Accounting Policies [Abstract]
Number of Operating Segments	3
Foreign Currency Transaction Gain (Loss), Realized	$ 1,200	$ 900
Debt Instrument [Line Items]
Asset Retirement Obligations, Noncurrent	12,331		$ 12,202
Restricted cash	65		$ 64
Payments Related to Tax Withholding for Share-based Compensation	429	$ 293
Preferred, Fair Value Adjustment	(1,163)
Fair Value Adjustment Of Warrants, Income Statement	$ 407
Compressco Partners Senior Notes [Member]
Debt Instrument [Line Items]
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	7.25%

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Basis of Presentation and Significant Accounting Policies Basis of Presentation and Significant Accounting Policies - Goodwill and Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Goodwill [Line Items]
Goodwill	$ 25,859	$ 25,859

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Basis of Presentation and Significant Accounting Policies Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Accounting Policies [Abstract]
Provision (benefit) for income taxes	$ 1,609	$ 1,124

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Basis of Presentation and Significant Accounting Policies Impairments of Long-Lived Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment of Long-Lived Assets Held-for-use	$ 146	$ 0

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Basis of Presentation and Significant Accounting Policies New Accounting Pronouncements (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Operating Leased Assets [Line Items]
Operating lease right-of-use assets	$ 60,149	$ 60,600	$ 0
Accrued liabilities and other	12,659	12,000
Operating lease liabilities	49,632	50,700	$ 0
Cumulative Effect of New Accounting Principle in Period of Adoption	$ 2,843
Accounting Standards Update 2016-02
Operating Leased Assets [Line Items]
Cumulative Effect of New Accounting Principle in Period of Adoption		$ 2,800

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Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Inventory, Finished Goods, Gross	$ 72,831	$ 69,762
Inventory, Raw Materials, Gross	3,279	3,503
Other Inventory, Supplies, Gross	44,915	47,386
Inventory, Work in Process, Gross	35,603	22,920
Inventories	$ 156,628	$ 143,571

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Net Income (Loss) per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Earnings Per Share [Abstract]
Weighted Average Number of Shares Outstanding, Basic	125,681	117,598
Weighted Average Number Diluted Shares Outstanding Adjustment	0	0
Weighted Average Number of Shares Outstanding, Diluted	125,681	117,598

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Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net	$ 1,421		$ 1,340
Disposal Group Including Discontinued Operation Revenue	0	$ 4,663
Disposal Group, Including Discontinued Operation, Cost of Revenue	22	11,361
Disposal Group, Including Discontinued Operation, Depreciation and Amortization	0	2,069
Disposal Group, Including Discontinued Operation, General and Administrative Expense	404	1,439
Disposal Group, Including Discontinued Operation, Other Expense		39
Disposal Group, Including Discontinued Operation, Other Income	0
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, before Income Tax	(426)	(10,245)
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax	0	(33,788)
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax	(426)	(44,033)
Discontinued Operation, Tax Effect of Discontinued Operation	0	(2,327)
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	(426)	(41,706)
Disposal Group, Including Discontinued Operation, Other Assets, Current	1		14
Disposal Group, Including Discontinued Operation, Assets, Current	1,422		1,354
Disposal Group, Including Discontinued Operation, Accounts Payable, Current	616		740
Disposal Group, Including Discontinued Operation, Accrued Liabilities, Current	2,913		3,405
Disposal Group, Including Discontinued Operation, Liabilities, Current	3,529		4,145
Maritech [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net	1,340		1,340
Disposal Group Including Discontinued Operation Revenue	0	186
Disposal Group, Including Discontinued Operation, Cost of Revenue	0	238
Disposal Group, Including Discontinued Operation, Depreciation and Amortization	0	213
Disposal Group, Including Discontinued Operation, General and Administrative Expense	0	186
Disposal Group, Including Discontinued Operation, Other Income	0	0
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, before Income Tax	0	(451)
Disposal Group, Including Discontinued Operation, Other Assets, Current	0		0
Disposal Group, Including Discontinued Operation, Assets, Current	1,340		1,340
Disposal Group, Including Discontinued Operation, Accounts Payable, Current	0		0
Disposal Group, Including Discontinued Operation, Accrued Liabilities, Current	2,075		2,075
Disposal Group, Including Discontinued Operation, Liabilities, Current	2,075		2,075
Offshore Services [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net	81		0
Disposal Group Including Discontinued Operation Revenue	0	4,477
Disposal Group, Including Discontinued Operation, Cost of Revenue	22	11,123
Disposal Group, Including Discontinued Operation, Depreciation and Amortization	0	1,856
Disposal Group, Including Discontinued Operation, General and Administrative Expense	404	1,253
Disposal Group, Including Discontinued Operation, Other Expense		39
Disposal Group, Including Discontinued Operation, Other Income	0
Discontinued Operation, Income (Loss) from Discontinued Operation During Phase-out Period, before Income Tax	(426)	$ (9,794)
Disposal Group, Including Discontinued Operation, Other Assets, Current	1		14
Disposal Group, Including Discontinued Operation, Assets, Current	82		14
Disposal Group, Including Discontinued Operation, Accounts Payable, Current	616		740
Disposal Group, Including Discontinued Operation, Accrued Liabilities, Current	838		1,330
Disposal Group, Including Discontinued Operation, Liabilities, Current	$ 1,454		$ 2,070

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Long-Term Debt and Other Borrowings Schedule of Long Term Debt (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Long-term Debt	$ 845,843	$ 815,560
Long-term Debt, Current Maturities	0	0
Long-term Debt, Excluding Current Maturities	845,843	815,560
New Credit Agreement [Member]
Debt Instrument [Line Items]
Long-term Debt	$ 0	0
Line of Credit Facility, Expiration Date	Jun. 29, 2023
Compressco Partners Senior Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date	Aug. 15, 2022
Long-term Debt	$ 290,204	289,797
Compressco Partners Senior Notes 7.50% [Member]
Debt Instrument [Line Items]
Long-term Debt	$ 343,488	343,216
Line of Credit Facility, Expiration Date	Apr. 01, 2025
CSI Compressco [Member]
Debt Instrument [Line Items]
Long-term Debt	$ 633,692	633,013
Parent Company [Member]
Debt Instrument [Line Items]
Long-term Debt	212,151	182,547
Long-term Debt, Current Maturities	0	0
Long-term Debt, Excluding Current Maturities	$ 212,151	182,547
Revolving Credit Facility [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date	Sep. 10, 2023
Long-term Debt	$ 29,131	0
Term Loan [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Debt Instrument, Maturity Date	Sep. 10, 2025
Long-term Debt	$ 183,020	$ 182,547

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Long-Term Debt and Other Borrowings (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Long-term debt	$ 845,843	$ 815,560
Bank line of credit, net availability	18,400
Parent Company [Member]
Debt Instrument [Line Items]
Long-term debt	212,151	182,547
Line of Credit [Member] | Parent Company [Member]
Debt Instrument [Line Items]
Bank line of credit, outstanding balance	30,700
Bank line of credit, letters of credit and guarantees	9,000
Bank line of credit, net availability	27,300
Compressco Partners Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt	290,204	289,797
Compressco Partners Senior Notes 7.50% [Member]
Debt Instrument [Line Items]
Long-term debt	343,488	343,216
New Credit Agreement [Member]
Debt Instrument [Line Items]
Long-term debt	$ 0	$ 0
CSI Compressco [Member] | Compressco Partners Senior Notes [Member]
Debt Instrument [Line Items]
Senior Note interest rate	7.25%	7.25%
Unamortized deferred finance costs	$ 3,600	$ 3,900
Unamortized discount	$ 2,100	2,200
CSI Compressco [Member] | Compressco Partners Senior Notes 7.50% [Member]
Debt Instrument [Line Items]
Senior Note interest rate	7.50%
Unamortized deferred finance costs	$ 6,500	6,800
Revolving Credit Facility [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Long-term debt	29,131	0
Unamortized deferred finance costs	1,600	0
Term Loan [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Long-term debt	183,020	182,547
Unamortized deferred finance costs	10,000	10,200
Unamortized discount	$ 7,000	$ 7,200

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CCLP Series A Convertiable Preferred Units CCLP Series A Preferred Units (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Preferred Units [Line Items]
Maximum settlement of preferred unit conversion	10,200,000
Redemption Premium	$ 8,346
Preferred Stock Redemption Premium	397
Preferred Units	18,278		$ 27,019
Preferred, Fair Value Adjustment	$ (1,163)
Shares Issued, Price Per Share	$ 11.43
Liabilities, Fair Value Adjustment	$ (1,163)	$ (1,358)
Maximum Settlement of Preferred, If Converted	7,400,000
Settlement of Series A Preferred, If settled	$ 21,000
Incremental Settlement of Series A Preferred, If converted	2,800,000
TETRA [Member]
Preferred Units [Line Items]
Proceeds from Convertible Debt	$ 10,000
Number of Shares of Convertible Debt	874,891
Preferred Units, Outstanding	223,474
CSI Compressco [Member]
Preferred Units [Line Items]
Number of Shares of Convertible Debt	6,999,126
Preferred Units, Outstanding	1,779,417

XML

Market Risks and Derivative Hedge Contracts (Details)	3 Months Ended
	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Derivatives, Fair Value [Line Items]
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value	$ (46,000)		$ (177,000)
Business Combination, Contingent Consideration, Liability	(10,600,000)
Derivative [Line Items]
Net gains associated with foreign currency derivatives	600,000	$ 0
Current Assets [Member]
Derivatives, Fair Value [Line Items]
Forward purchase contracts	49,000		76,000
Forward sale contracts	(27,000)		(41,000)
Current Liabilities [Member]
Derivatives, Fair Value [Line Items]
Forward purchase contracts	(100,000)		(168,000)
Forward sale contracts	(22,000)		(126,000)
Fair Value, Measurements, Recurring [Member]
Derivatives, Fair Value [Line Items]
Foreign Currency Contract, Asset, Fair Value Disclosure	75,000		117,000
Foreign Currency Contracts, Liability, Fair Value Disclosure	121,000		294,000
Business Combination, Contingent Consideration, Liability	(12,052,000)		(12,452,000)
Financial and Nonfinancial Liabilities, Fair Value Disclosure	(32,856,000)		(41,721,000)
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Derivatives, Fair Value [Line Items]
Foreign Currency Contract, Asset, Fair Value Disclosure	0		0
Foreign Currency Contracts, Liability, Fair Value Disclosure	0		0
Business Combination, Contingent Consideration, Liability	0		0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Derivatives, Fair Value [Line Items]
Foreign Currency Contract, Asset, Fair Value Disclosure	75,000		117,000
Foreign Currency Contracts, Liability, Fair Value Disclosure	121,000		294,000
Business Combination, Contingent Consideration, Liability	0		0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Derivatives, Fair Value [Line Items]
Foreign Currency Contract, Asset, Fair Value Disclosure	0		0
Foreign Currency Contracts, Liability, Fair Value Disclosure	0		0
Business Combination, Contingent Consideration, Liability	$ (12,052,000)		(12,452,000)
Compressco Partners Senior Notes [Member]
Derivatives, Fair Value [Line Items]
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	7.25%
Carrying value of Senior Notes	$ 295,900,000		295,900,000
Fair value of Senior Notes	264,900,000		266,300,000
Compressco Partners Senior Notes 7.50% [Member]
Derivatives, Fair Value [Line Items]
Fair value of Senior Notes	336,000,000		332,500,000
Mandatorily Redeemable Preferred Stock [Member] | Fair Value, Measurements, Recurring [Member]
Derivatives, Fair Value [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure	(18,278,000)		(27,019,000)
Mandatorily Redeemable Preferred Stock [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Derivatives, Fair Value [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure	0		0
Mandatorily Redeemable Preferred Stock [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Derivatives, Fair Value [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure	0		0
Mandatorily Redeemable Preferred Stock [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Derivatives, Fair Value [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure	(18,278,000)		(27,019,000)
Warrant [Member] | Fair Value, Measurements, Recurring [Member]
Derivatives, Fair Value [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure	(2,480,000)		(2,073,000)
Warrant [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Derivatives, Fair Value [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure	0		0
Warrant [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Derivatives, Fair Value [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure	0		0
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Derivatives, Fair Value [Line Items]
Financial and Nonfinancial Liabilities, Fair Value Disclosure	(2,480,000)		$ (2,073,000)
Forward Purchase Contract, Euro, British Pound Notional Amount [Member]
Derivative [Line Items]
U.S. Dollar notional amount	$ 1,535,000
Traded exchange rate	0.85
Value date	Apr. 17, 2019
Forward Purchase Contract, Euro [Member]
Derivative [Line Items]
U.S. Dollar notional amount	$ 7,245,000
Traded exchange rate	1.14
Value date	Jun. 19, 2019
Forward Sale Contract, Euro [Domain]
Derivative [Line Items]
U.S. Dollar notional amount	$ 1,139,000
Traded exchange rate	1.14
Value date	Apr. 17, 2019
Forward Purchase Contract, Euro [Member]
Derivative [Line Items]
U.S. Dollar notional amount	$ 14,041,000
Traded exchange rate	10.40
Value date	Apr. 17, 2019
Forward Purchase Contract, Pounds Sterling [Member]
Derivative [Line Items]
U.S. Dollar notional amount	$ 1,329,000
Traded exchange rate	1.33
Value date	Apr. 17, 2019
Forward Purchase Contract, Mexican Pesos [Member]
Derivative [Line Items]
U.S. Dollar notional amount	$ 820,000
Traded exchange rate	19.52
Value date	Apr. 17, 2019
Forward Sale Contract, Norwegian Krone [Member]
Derivative [Line Items]
U.S. Dollar notional amount	$ 527,000
Traded exchange rate	8.53
Value date	Apr. 17, 2019
Forward Sale Contract, Mexican Pesos (2) [Member]
Derivative [Line Items]
U.S. Dollar notional amount	$ 6,301,000
Traded exchange rate	19.52
Value date	Apr. 17, 2019

XML

Fair Value Measurements Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Business Acquisition, Contingent Consideration [Line Items]
Net gains associated with foreign currency derivatives	$ 600	$ 0
Business Combination, Contingent Consideration, Liability	10,600
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	(400)	$ 0
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High			$ 1,500
Fair Value, Measurements, Recurring [Member]
Business Acquisition, Contingent Consideration [Line Items]
Business Combination, Contingent Consideration, Liability	$ 12,052		$ 12,452

XML

Fair Value Measurements CCLP Preferred Units (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Preferred, Fair Value Adjustment	$ (1,163)
Liabilities, Fair Value Adjustment	$ (1,163)	$ (1,358)

XML

Fair Value Measurements Warrants (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Fair Value Adjustment of Warrants	$ 407	$ (1,994)

XML

Industry Segments - Revenue, Income from Operations, and Assets by Reporting Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Industry Segments Details [Line Items]
Revenues	$ 243,728	$ 199,381
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(17,065)	(19,933)
Income (loss) before taxes	(18,674)	(21,057)
Assets	(1,459,525)		$ (1,385,527)
Completion Fluids & Products Division [Member]
Industry Segments Details [Line Items]
Revenues	61,581	53,104
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	6,186
Income (loss) before taxes		2,449
Water & Flowback Services [Member]
Industry Segments Details [Line Items]
Revenues	78,678	61,075
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	2,231
Income (loss) before taxes		6,548
Compression Division [Member]
Industry Segments Details [Line Items]
Revenues	103,469	85,422
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(7,801)	(14,018)
Interdivision Eliminations [Member]
Industry Segments Details [Line Items]
Revenues	0	(220)
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	6
Income (loss) before taxes		0
Corporate Overhead [Member]
Industry Segments Details [Line Items]
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(17,687)	(14,912)
Income (loss) before taxes	(17,687)	(14,912)
Product [Member]
Industry Segments Details [Line Items]
Revenues	91,781	75,953
Product [Member] | Completion Fluids & Products Division [Member]
Industry Segments Details [Line Items]
Revenues	57,328	51,057
Product [Member] | Water & Flowback Services [Member]
Industry Segments Details [Line Items]
Revenues	364	1,250
Product [Member] | Compression Division [Member]
Industry Segments Details [Line Items]
Revenues	34,089	23,646
Service [Member]
Industry Segments Details [Line Items]
Revenues	151,947	123,428
Service [Member] | Completion Fluids & Products Division [Member]
Industry Segments Details [Line Items]
Revenues	4,253	2,049
Service [Member] | Water & Flowback Services [Member]
Industry Segments Details [Line Items]
Revenues	78,314	59,603
Service [Member] | Compression Division [Member]
Industry Segments Details [Line Items]
Revenues	$ 69,380	$ 61,776

XML

Industry Segments - Corporate Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Segment Reporting Information [Line Items]
General and administrative expense	$ 34,277	$ 30,803
Depreciation, amortization, and accretion	30,628	26,441
Other (income) expense, net	(951)	2,776
Fair Value Adjustment of Warrants	407	(1,994)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	18,674	21,057
Interest expense, net	18,379	14,973
Corporate Overhead [Member]
Segment Reporting Information [Line Items]
General and administrative expense	12,089	12,598
Depreciation, amortization, and accretion	168	151
Other (income) expense, net	(319)	150
Fair Value Adjustment of Warrants	407	(1,994)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	17,687	14,912
Interest expense, net	$ 5,342	$ 4,007

XML

Industry Segments Additional Details (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Industry Segments Details [Line Items]
Assets	$ 1,459,525		$ 1,385,527
Revenues	$ 243,728	$ 199,381
Number of Reportable Segments	3
General and administrative expense	$ 34,277	30,803
Depreciation, amortization, and accretion	30,628	26,441
Interest expense, net	18,379	14,973
Fair Value Adjustment of Warrants	407	(1,994)
Other Nonoperating Income (Expense)	951	(2,776)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	(18,674)	(21,057)
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(17,065)	(19,933)
Completion Fluids & Products Division [Member]
Industry Segments Details [Line Items]
Revenues	61,581	53,104
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest		2,449
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	6,186
Corporate Overhead [Member]
Industry Segments Details [Line Items]
General and administrative expense	12,089	12,598
Depreciation, amortization, and accretion	168	151
Interest expense, net	5,342	4,007
Fair Value Adjustment of Warrants	407	(1,994)
Other Nonoperating Income (Expense)	319	(150)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	(17,687)	(14,912)
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(17,687)	(14,912)
Water & Flowback Services [Member]
Industry Segments Details [Line Items]
Revenues	78,678	61,075
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest		6,548
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	2,231
Compression Division [Member]
Industry Segments Details [Line Items]
Revenues	103,469	85,422
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	(7,801)	(14,018)
Interdivision Eliminations [Member]
Industry Segments Details [Line Items]
Revenues	0	(220)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest		0
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest	6
Product [Member]
Industry Segments Details [Line Items]
Revenues	91,781	75,953
Product [Member] | Completion Fluids & Products Division [Member]
Industry Segments Details [Line Items]
Revenues	57,328	51,057
Product [Member] | Water & Flowback Services [Member]
Industry Segments Details [Line Items]
Revenues	364	1,250
Product [Member] | Compression Division [Member]
Industry Segments Details [Line Items]
Revenues	34,089	23,646
Service [Member]
Industry Segments Details [Line Items]
Revenues	151,947	123,428
Service [Member] | Completion Fluids & Products Division [Member]
Industry Segments Details [Line Items]
Revenues	4,253	2,049
Service [Member] | Water & Flowback Services [Member]
Industry Segments Details [Line Items]
Revenues	78,314	59,603
Service [Member] | Compression Division [Member]
Industry Segments Details [Line Items]
Revenues	69,380	61,776
Intersegment Eliminations [Member]
Industry Segments Details [Line Items]
Revenues	0	0
Intersegment Eliminations [Member] | Completion Fluids & Products Division [Member]
Industry Segments Details [Line Items]
Revenues	0	(2)
Intersegment Eliminations [Member] | Water & Flowback Services [Member]
Industry Segments Details [Line Items]
Revenues	0	222
Intersegment Eliminations [Member] | Compression Division [Member]
Industry Segments Details [Line Items]
Revenues	0	0
Intersegment Eliminations [Member] | Intersegment Eliminations [Member]
Industry Segments Details [Line Items]
Revenues	$ 0	$ (220)

XML

Revenue from Contracts with Customers Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Disaggregation of Revenue [Line Items]
Revenues	$ 243,728	$ 199,381
Revenue, Remaining Performance Obligation, Amount	24,567
Remaining credits expected to be issued	1,100
Completion Fluids & Products Division [Member]
Disaggregation of Revenue [Line Items]
Revenues	61,581	53,104
Water & Flowback Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	78,678	61,075
Compression Division [Member]
Disaggregation of Revenue [Line Items]
Revenues	103,469	85,422
Interdivision Eliminations [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	(220)
UNITED STATES
Disaggregation of Revenue [Line Items]
Revenues	198,322	151,929
UNITED STATES | Completion Fluids & Products Division [Member]
Disaggregation of Revenue [Line Items]
Revenues	31,606	27,909
UNITED STATES | Water & Flowback Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	73,199	47,038
UNITED STATES | Compression Division [Member]
Disaggregation of Revenue [Line Items]
Revenues	93,517	76,980
UNITED STATES | Interdivision Eliminations [Member]
Disaggregation of Revenue [Line Items]
Revenues	0	2
Non-US [Member]
Disaggregation of Revenue [Line Items]
Revenues	45,406	47,452
Non-US [Member] | Completion Fluids & Products Division [Member]
Disaggregation of Revenue [Line Items]
Revenues	29,975	25,195
Non-US [Member] | Water & Flowback Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	5,479	14,037
Non-US [Member] | Compression Division [Member]
Disaggregation of Revenue [Line Items]
Revenues	9,952	8,442
Non-US [Member] | Interdivision Eliminations [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 0	$ (222)

XML

Revenue from Contracts with Customers Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Revenue from Contract with Customer [Abstract]
Trade accounts receivable, net of allowances	$ 183,646	$ 187,592
Deferred Revenue	49,838	$ 25,333
Deferred Revenue, Additions	49,363
Contract with Customer, Liability, Revenue Recognized	(24,858)
Contract with Customer, Liability, Revenue Recognized	$ 24,900

XML

Revenue from Contracts with Customers Services (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Revenue from Contract with Customer [Abstract]
Remaining credits expected to be issued	$ 1,100
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	24,567
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-12-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	10,444
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-12-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	9,851
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-12-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	4,240
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-12-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	32
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-12-31
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount	$ 0

XML

Leases - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Jan. 01, 2019
Lessee, Lease, Description [Line Items]
Operating lease, initial lease term	15 years
Cumulative effect of new accounting principle in period of adoption	$ 2,843
Sublease income	200
Lessee, operating lease, liability, payments, net of sublease income, due	$ 6,100
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term	16 years
Accounting Standards Update 2016-02
Lessee, Lease, Description [Line Items]
Cumulative effect of new accounting principle in period of adoption		$ 2,800

XML

Leases - Components of Lease Expense (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Leases [Abstract]
Operating lease expense	$ 5,044
Short-term lease expense	11,161
Finance lease cost:
Accumulated depreciation	31
Interest on lease liabilities	3
Total lease expense	$ 16,239

XML

Leases - Supplemental Cash Flow Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows - operating leases	$ 4,657
Financing cash flows - finance leases	43
Finance Lease, Interest Payment on Liability	3
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	3,257
Finance leases	$ 0

XML

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019	Dec. 31, 2018
Operating leases:
Operating lease right-of-use assets	$ 60,149	$ 60,600	$ 0
Accrued liabilities and other	12,659	12,000
Operating lease liabilities	49,632	$ 50,700	$ 0
Total operating lease liabilities	62,291
Finance leases:
Property, plant and equipment	875
Accumulated depreciation	(664)
Net property, plant and equipment	211
Accrued liabilities and other	147
Other liabilities	48
Total finance lease liabilities	$ 195

XML

Leases - Additional Information (Details)	Mar. 31, 2019
Weighted average remaining lease term:
Operating leases	7 years
Finance leases	1 year
Weighted average discount rate:
Operating leases	9.37%
Finance leases	5.80%

XML

Leases - Future Minimum Lease Payments (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Finance Leases
2019	$ 148
2020	33
2021	17
2022	0
2023	0
Thereafter	0
Total lease payments	198
Less imputed interest	(3)
Total lease liabilities	195
Operating Leases
2019	13,350
2020	15,536
2021	11,488
2022	9,009
2023	7,770
Thereafter	29,351
Total lease payments	86,504
Less imputed interest	(24,213)
Total operating lease liabilities	$ 62,291

XML

Label	Element	Value
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 26,389,000
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	$ 40,102,000