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 should also be read in conjunction with our Annual Report on Form 10-Kfor the year ended December 31, 2024 filed with the Securities and Exchange Commission ("SEC") on February 25, 2025 ("2024 Annual Report"). This discussion includes forward-looking statements that involve certain risks and uncertainties.
Business Overview
We are an energy services and solutions company with operations on six continents focused on developing environmentally conscious services and solutions that help make people's lives better. In addition to providing products and services to the oil and gas industry and calcium chloride for diverse applications, TETRA is expanding into the low-carbon energy market with chemistry expertise, key mineral acreage, and global infrastructure, helping to meet the demand for sustainable energy in the twenty-first century. We are also developing and pilot testing technologies to treat and desalinate produced water from oil wells for beneficial reuse, including surface discharge. We are currently composed of two segments - Completion Fluids & Products Division and Water & Flowback Services Division.
Consolidated revenue for the first nine months of 2025 of $484.3 million increased compared to the prior year due to strong results from our Completion Fluids & Products Division driven by continued strength in our offshore and industrial calcium chloride businesses, which offset expected weaker United States onshore activity in our Water & Flowback Services Division.
Completion Fluids & Products Division revenues for the first nine months of 2025 increased compared to the first nine months of 2024, led by deepwater Gulf of America as we completed the three-well CS Neptune project. The Completion Fluids & Products division also benefited from another seasonally strong industrial chemicals calcium chloride business in Northern Europe.
Our Water & Flowback Services revenues decreased slightly compared to the second quarter of 2025 and decreased 13.8% compared to the first nine months of 2024, outperforming the declining onshore activity in the United States. Water & Flowback Services also decreased following the sale of early production facilities in Latin America in 2024. Water & Flowback Services operating margins decreased from the prior year reflecting the lower onshore activity, as well as costs to close underperforming service lines in the United States. We continue to take proactive actions to reduce costs, right size our support structure, minimize capital expenditures and close underperforming service lines within Water & Flowback Services.
We remain committed to pursuing initiatives that leverage our completion fluids and fluids chemistry expertise, our significant bromine and lithium assets and technologies, and our leading calcium chloride production capabilities. In September 2025, we published an updated definitive feasibility study and updated our technical resources report with respect to bromine, lithium, magnesium, manganese and other key minerals from our Evergreen Brine Unit. To meet the accelerating demand for our deepwater completion fluids and battery storage electrolyte, reduce reliance on third-party suppliers and gain access to a lower cost of supply, we continue to advance our bromine processing plant in Arkansas. We are on target to complete site preparation, have power infrastructure in place and finish installation of the bromine tower by the end of 2025. We expect the facility to be operational by the end of 2027 with first production in 2028.
We are prioritizing our strategic initiatives on projects that can immediately impact our near-term results, focused on TETRA CS Neptune fluids, TETRA PureFlow+ electrolyte and our TETRA Oasis Total Desalination Solution ("TDS"), an end-to-end water treatment and desalination solution for re-use and mineral extraction applications for produced water from oil and gas wells. We completed installation of our bulk electrolyte tanker loading system at our West Memphis plant and expect a significant increase in electrolyte volumes in early 2026. Following the commercial announcement of our Oasis TDS water desalination technology, we engaged a third-party firm and launched the engineering design of a first commercial plant. The front-end engineering design has been completed, and the estimated capital and operating expenses are within our internal projections. We are very encouraged by our prospects to provide a solution that will enable the industry to desalinate and reuse produced water for agricultural, industrial, and other beneficial purposes.
Results of Operations
The following information should be read in conjunction with the Consolidated Financial Statements and the associated Notes contained elsewhere in this report. The analysis herein reflects the optional approach to discuss results of operations on a sequential-quarter basis, which we believe provides information that is most useful in assessing our quarterly results of operations.
Three months ended September 30, 2025 compared with three months ended June 30, 2025.
Consolidated Comparisons
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Period to Period Change
|
|
|
September 30,
|
|
June 30,
|
|
$ Change
|
|
% Change
|
|
|
2025
|
|
2025
|
|
|
|
|
(in thousands, except percentages)
|
|
Revenues
|
$
|
153,239
|
|
|
$
|
173,872
|
|
|
$
|
(20,633)
|
|
|
(11.9)
|
%
|
|
Cost of product sales and services
|
107,378
|
|
|
116,346
|
|
|
(8,968)
|
|
|
(7.7)
|
%
|
|
Depreciation, amortization and accretion
|
9,491
|
|
|
9,189
|
|
|
302
|
|
|
3.3
|
%
|
|
Impairments and other charges
|
-
|
|
|
93
|
|
|
(93)
|
|
|
(100.0)
|
%
|
|
Gross profit
|
36,370
|
|
|
48,244
|
|
|
(11,874)
|
|
|
(24.6)
|
%
|
|
General and administrative expense
|
25,240
|
|
|
25,259
|
|
|
(19)
|
|
|
(0.1)
|
%
|
|
Operating income
|
11,130
|
|
|
22,985
|
|
|
(11,855)
|
|
|
(51.6)
|
%
|
|
Interest expense, net
|
4,448
|
|
|
4,194
|
|
|
254
|
|
|
6.1
|
%
|
|
Other income, net
|
(1,423)
|
|
|
(645)
|
|
|
778
|
|
|
120.6
|
%
|
|
Income from continuing operations before taxes
|
8,105
|
|
|
19,436
|
|
|
(11,331)
|
|
|
(58.3)
|
%
|
|
Income tax expense
|
3,954
|
|
|
8,131
|
|
|
(4,177)
|
|
|
(51.4)
|
%
|
|
Net income attributable to TETRA stockholders
|
$
|
4,151
|
|
|
$
|
11,305
|
|
|
$
|
(7,154)
|
|
|
(63.3)
|
%
|
Consolidated revenues decreased sequentially as a result of lower activity for the Completion Fluids & Products division, primarily due to the three-well CS Neptune project completed in the second quarter and lower sales volumes following the strong Northern European industrial chemicals seasonal impact in the second quarter. See Divisional Comparisons section below for a more detailed discussion of the change in our revenues.
Consolidated gross profit decreased primarily due to lower activity levels from the Completion Fluids & Products Division, partially offset by stronger operating margins from our Water & Flowback Services Divisions. See Divisional Comparisons section below for additional discussion.
Consolidated general and administrative expense decreased slightly as lower professional services expenses were offset by higher incentive compensation expenses.
Consolidated other income, net, increased compared to the prior quarter primarily due to a $0.6 million increase in unrealized gains on our investment in Standard Lithium as the result of an increase in the share price and a $0.8 million decrease in losses on investments in a private company, partially offset by $0.9 million decrease in foreign exchange gains, primarily in Europe and Brazil.
Consolidated income tax expense decreased $4.2 million compared to the prior quarter primarily due to the lower income before taxes. Our consolidated effective tax rate for the three months ended September 30, 2025 was 48.8%.
Divisional Comparisons
Completion Fluids & Products Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Period to Period Change
|
|
|
September 30,
|
|
June 30,
|
|
$ Change
|
|
% Change
|
|
|
2025
|
|
2025
|
|
|
|
|
(in thousands, except percentages)
|
|
Revenues
|
$
|
90,264
|
|
|
$
|
109,445
|
|
|
$
|
(19,181)
|
|
|
(17.5)
|
%
|
|
Gross profit
|
30,430
|
|
|
44,637
|
|
|
(14,207)
|
|
|
(31.8)
|
%
|
|
Operating income
|
23,437
|
|
|
37,737
|
|
|
(14,300)
|
|
|
(37.9)
|
%
|
Revenues for our Completion Fluids & Products Division decreased sequentially due to the successful completion of the final two TETRA CS Neptune wells in the Gulf of America during the prior quarter, as well as the seasonally strong calcium chloride business in Northern Europe in the second quarter, partially offset by higher revenues from deepwater projects in South America.
Gross profit and operating income for our Completion Fluids & Products Division decreased compared to the prior quarter consistent with lower revenues mentioned above. Operating margins decreased primarily due to the effect of changes in product mix, including the impact of higher-margin CS Neptune fluid sales in the second quarter. Our profitability in future periods will continue to be affected by the mix of our products and services, market demand for our products and services, and drilling and completions activity.
Water & Flowback Services Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Period to Period Change
|
|
|
September 30,
|
|
June 30,
|
|
$ Change
|
|
% Change
|
|
|
2025
|
|
2025
|
|
|
|
|
(in thousands, except percentages)
|
|
Revenues
|
$
|
62,975
|
|
|
$
|
64,427
|
|
|
$
|
(1,452)
|
|
|
(2.3)
|
%
|
|
Gross profit
|
6,032
|
|
|
3,701
|
|
|
2,331
|
|
|
63.0
|
%
|
|
Operating income (loss)
|
291
|
|
|
(1,114)
|
|
|
1,405
|
|
|
NM(1)
|
(1)Percent change is not meaningful
Revenues for our Water & Flowback Services Division decreased slightly compared to the prior quarter driven by decreased flowback activity in key markets in the United States related to an overall decline in United States onshore activity.
Gross profit and operating income (loss) for our Water & Flowback Services Division increased compared to the previous quarter primarily due to the non-recurrence of costs to close underperforming service lines in the United States during the prior quarter. Our continued focus on automation, including increased utilization of our TETRA SandStorm and Auto-Drillout units, also mitigated margin erosion in a weaker environment. This operating margin increase was partially offset by a $0.9 million increase in general and administrative expense due to an increase in compensation expense.
Corporate Overhead
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Period to Period Change
|
|
|
September 30,
|
|
June 30,
|
|
$ Change
|
|
% Change
|
|
|
2025
|
|
2025
|
|
|
|
|
(in thousands, except percentages)
|
|
Depreciation and amortization
|
$
|
92
|
|
|
$
|
94
|
|
|
$
|
(2)
|
|
|
(2.1)
|
%
|
|
General and administrative expense
|
12,506
|
|
|
13,544
|
|
|
(1,038)
|
|
|
(7.7)
|
%
|
|
Interest expense, net
|
4,584
|
|
|
4,483
|
|
|
101
|
|
|
2.3
|
%
|
|
Other (income) expense, net
|
79
|
|
|
(695)
|
|
|
(774)
|
|
|
NM(1)
|
|
Loss from continuing operations before taxes
|
$
|
(17,261)
|
|
|
$
|
(17,426)
|
|
|
$
|
(165)
|
|
|
(0.9)
|
%
|
(1)Percent change is not meaningful
Corporate overhead loss from continuing operations before taxes slightly decreased compared to the prior quarter primarily due to a $1.0 million decrease in general and administrative expenses primarily from lower professional services expenses, partially offset by a $0.9 million decrease in foreign exchange gains on intercompany dividends and foreign currency hedges during the prior quarter.
Nine months ended September 30, 2025 compared with nine months ended September 30, 2024.
Consolidated Comparisons
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
September 30,
|
|
Period to Period Change
|
|
|
2025
|
|
2024
|
|
$ Change
|
|
% Change
|
|
|
(in thousands, except percentages)
|
|
Revenues
|
$
|
484,251
|
|
|
$
|
464,607
|
|
|
$
|
19,644
|
|
|
4.2
|
%
|
|
Cost of product sales and services
|
328,289
|
|
|
329,413
|
|
|
(1,124)
|
|
|
(0.3)
|
%
|
|
Depreciation, amortization and accretion
|
27,831
|
|
|
26,367
|
|
|
1,464
|
|
|
5.6
|
%
|
|
Impairments and other charges
|
611
|
|
|
109
|
|
|
502
|
|
|
460.6
|
%
|
|
Gross profit
|
127,520
|
|
|
108,718
|
|
|
18,802
|
|
|
17.3
|
%
|
|
General and administrative expense
|
74,633
|
|
|
66,841
|
|
|
7,792
|
|
|
11.7
|
%
|
|
Operating income
|
52,887
|
|
|
41,877
|
|
|
11,010
|
|
|
26.3
|
%
|
|
Interest expense, net
|
13,366
|
|
|
17,233
|
|
|
(3,867)
|
|
|
(22.4)
|
%
|
|
Loss on debt extinguishment
|
-
|
|
|
5,535
|
|
|
(5,535)
|
|
|
(100.0)
|
%
|
|
Other (income) expense, net
|
6,894
|
|
|
(2,241)
|
|
|
(9,135)
|
|
|
NM(1)
|
|
Income from continuing operations before taxes
|
32,627
|
|
|
21,350
|
|
|
11,277
|
|
|
52.8
|
%
|
|
Income tax expense
|
13,122
|
|
|
9,963
|
|
|
3,159
|
|
|
31.7
|
%
|
|
Income from continuing operations
|
19,505
|
|
|
11,387
|
|
|
8,118
|
|
|
71.3
|
%
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
Loss from discontinued operations, net of taxes
|
-
|
|
|
(5,830)
|
|
|
(5,830)
|
|
|
(100.0)
|
%
|
|
Net income
|
19,505
|
|
|
5,557
|
|
|
13,948
|
|
|
251.0
|
%
|
|
Loss attributable to noncontrolling interests
|
-
|
|
|
3
|
|
|
(3)
|
|
|
(100.0)
|
%
|
|
Net income attributable to TETRA stockholders
|
$
|
19,505
|
|
|
$
|
5,560
|
|
|
$
|
13,945
|
|
|
250.8
|
%
|
(1)Percent change is not meaningful
Consolidated revenues increased compared to the prior year due to stronger activity from our Completion Fluids & Products Division partially offset by lower revenues from our Water & Flowback Services Division. See Divisional Comparisons section below for a more detailed discussion of the change in our revenues.
Consolidated gross profit increased in the current year primarily due to strong margins from our Completion Fluids & Products, partially offset by weaker margins from our Water & Flowback Services Divisions.
Consolidated general and administrative expenses increased compared to the prior year due to higher professional services, incentive compensation and other expenses.
Interest expense, net decreased $3.9 million due to lower interest rates on our Term Credit Agreement as well as an increase in the interest expense capitalized for our Arkansas development.
Consolidated loss on debt extinguishment decreased $5.5 million from non-cash unamortized finance costs expensed in connection with the repayment of our prior Term Credit Agreement in January 2024.
Consolidated other (income) expense, net, changed compared to the prior year in part due to a $5.3 million increase in foreign exchange loss, including recognition of the cumulative currency translation adjustment loss associated with the dissolution of a former subsidiary in Canada in the first quarter of 2025, partially offset by lower currency losses in South America. In addition, investment income decreased, including a $3.9 million decrease in unrealized gains and a $0.4 million decrease in dividends from our investment in Kodiak Gas Services Inc. ("Kodiak") stock which we sold in January 2025, partially offset by a $1.9 million increase in unrealized gain from our investment in Standard Lithium.
Consolidated income tax expense increased $3.2 million compared to the prior year primarily due to the higher income before taxes. Our consolidated effective tax rate for the current year is 40.2%, compared to 46.7% during the prior year. Our effective tax rate decrease was primarily the result of a $1.2 million out-of-period adjustment recorded during the period ended March 31, 2025, which reduced the current year income tax expense. In addition, a significant portion of prior year income was generated in jurisdictions for which we were not able to utilize net operating losses, including Argentina, where taxes were significantly impacted by the sale of the early production facility expansion as well an inflation adjustment required under local law.
Divisional Comparisons
Completion Fluids & Products Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
September 30,
|
|
Period to Period Change
|
|
|
2025
|
|
2024
|
|
$ Change
|
|
% Change
|
|
|
(in thousands, except percentages)
|
|
Revenues
|
$
|
292,726
|
|
|
$
|
242,432
|
|
|
$
|
50,294
|
|
|
20.7
|
%
|
|
Gross profit
|
111,592
|
|
|
84,453
|
|
|
27,139
|
|
|
32.1
|
%
|
|
Operating income
|
91,016
|
|
|
64,714
|
|
|
26,302
|
|
|
40.6
|
%
|
Revenues for our Completion Fluids & Products Division increased primarily due to stronger volumes from our deepwater completion fluids products and the completion of three CS Neptune wells in the Gulf of America during the first and second quarters of 2025. Additionally, strong results from our Northern Europe industrial chemical sales and North America TETRA PureFlow ultra-pure zinc bromide electrolyte sales contributed to the increase.
Gross profit and operating income for our Completion Fluids & Products Division increased compared to the prior year due to higher revenues described above. Operating margins improved primarily due to the effect of changes in product mix, including the higher-margin deepwater completion fluids products. Our profitability in future periods will continue to be affected by the timing of and the mix of our products and services, market demand for our products and services, and drilling and completions activity.
Water & Flowback Services Division
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
September 30,
|
|
Period to Period Change
|
|
|
2025
|
|
2024
|
|
$ Change
|
|
% Change
|
|
|
(in thousands, except percentages)
|
|
Revenues
|
$
|
191,525
|
|
|
$
|
222,175
|
|
|
$
|
(30,650)
|
|
|
(13.8)
|
%
|
|
Gross profit
|
16,208
|
|
|
24,632
|
|
|
(8,424)
|
|
|
(34.2)
|
%
|
|
Operating income (loss)
|
(83)
|
|
|
10,099
|
|
|
(10,182)
|
|
|
(100.8)
|
%
|
Revenues for our Water & Flowback Services Division decreased due to lower United States drilling and completion activity as well as lower service revenues following the sale of early production facilities in Latin America in 2024.
Gross profit and operating income (loss) for our Water & Flowback Services Division decreased reflecting lower activity in the United States onshore market and a $1.8 million increase in general and administrative expense due to higher compensation expense and costs to close underperforming service lines in the United States.
Corporate Overhead
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
|
|
September 30,
|
|
Period to Period Change
|
|
|
2025
|
|
2024
|
|
$ Change
|
|
% Change
|
|
|
(in thousands, except percentages)
|
|
Depreciation and amortization
|
$
|
280
|
|
|
$
|
258
|
|
|
$
|
22
|
|
|
8.5
|
%
|
|
Impairments and other charges
|
-
|
|
|
109
|
|
|
(109)
|
|
|
100.0
|
%
|
|
General and administrative expense
|
37,766
|
|
|
32,569
|
|
|
5,197
|
|
|
16.0
|
%
|
|
Interest expense, net
|
13,913
|
|
|
18,440
|
|
|
(4,527)
|
|
|
(24.5)
|
%
|
|
Loss on debt extinguishment
|
-
|
|
|
5,535
|
|
|
(5,535)
|
|
|
(100.0)
|
%
|
|
Other income, net
|
(569)
|
|
|
(4,146)
|
|
|
(3,577)
|
|
|
(86.3)
|
%
|
|
Loss from continuing operations before taxes
|
$
|
(51,390)
|
|
|
$
|
(52,765)
|
|
|
$
|
(1,375)
|
|
|
(2.6)
|
%
|
Corporate overhead loss from continuing operations before taxes decreased primarily due to a $5.5 million loss associated with the early extinguishment of our prior term credit agreement in January 2024 and a $3.9 million decrease in unrealized gains related to share price changes of our investment in Kodiak which we sold in January 2025. In addition, interest expense, net decreased $4.5 million due to lower interest rates on our Term Credit Agreement as well as an increase in the interest expense capitalized for our Arkansas development. These decreases were partially offset by a $5.2 million increase in general and administrative expenses primarily from an increase in professional services and incentive compensation expenses.
Liquidity and Capital Resources
We believe that our capital structure allows us to meet our financial obligations on both a short-term and long-term basis. Our liquidity at the end of the thirdquarter was $208.1 million. Liquidity is defined as unrestricted cash plus availability of $75 million under the delayed draw from our Term Credit Agreement and availability under our credit agreements. Information about the terms and covenants of our debt agreements can be found in Note 5 - Long Term Debt and Other Borrowings.
Our consolidated sources and uses of cash are as follows:
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Nine Months Ended
September 30,
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2025
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2024
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(in thousands)
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Operating activities
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$
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68,634
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$
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30,885
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Investing activities
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$
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(34,022)
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$
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(44,444)
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Financing activities
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$
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(6,551)
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$
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9,998
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Operating Activities
Consolidated cash flows provided by operating activities increased compared to the first nine months of 2024 primarily due to an increase in operating income and working capital changes.
Investing Activities
Total cash capital expenditures during the first nine months of 2025 were $53.2 million, which reflects increased expenditures for advancement of our Arkansas brine resource development and additions to accommodate industry-wide activity. Our Completion Fluids & Products Division spent $37.2 million on capital expenditures, including $28.0 million for our Arkansas brine resource development, such as preparing the site and bromine tower for the plant. Our Water & Flowback Services Division spent $15.9 million on capital expenditures to maintain, automate and upgrade its water management and flowback equipment fleet.
Investing activities during the first nine months of 2025 also included $19.0 million of proceeds from the sale of our Kodiak stock, net of broker commissions and fees.
We have rights to the brine underlying our approximately 40,000 gross acres of brine leases in the Smackover Formation in Southwest Arkansas, including rights to the bromine, lithium, magnesium, manganese and other key minerals contained in the brine. Additional information on these resources is described in Part I, "Item 2. Properties" in our 2024 Annual Report. The extraction of lithium and bromine from these brine leases will likely require a significant amount of time and capital, which are subject to further analysis and consideration. In September 2025, we published an updated definitive feasibility study and updated our technical resources report. The updated definitive feasibility study and technical resources report advanced the classification of bromine and lithium resources and increased the totals in the measured and indicated mineral resources categories from our Evergreen Brine Unit. In addition, the report identifies the presence of significant volumes of magnesium and manganese, which together with lithium, have been classified as critical minerals by the United States government. To meet the accelerating demand for our deepwater completion fluids and battery storage electrolyte, reduce reliance on third-party suppliers and gain access to a lower cost of supply, we continue to advance our bromine processing plant in Arkansas. We are on target to complete site preparation, have power infrastructure in place and finish installation of the bromine tower by the end of 2025. We expect the facility to be operational by the end of 2027 with first production in 2028.
We are focused on enhancing shareholder value by capitalizing on our key mineral assets, brine mineral extraction expertise, and deep chemistry competency to expand our offerings into the low carbon energy markets. However, we continue to review all capital expenditure plans carefully. If the forecasted demand for our products and services increases or decreases, and as we proceed with development of brine resources in Arkansas, the amount and timing of planned expenditures on growth and expansion may be adjusted.
Financing Activities
Our financing activities for the first nine months of 2025 include $3.4 million of capital lease payments associated with equipment leased primarily for the early production facilities in Argentina and equipment leases in the United States. We may supplement our existing cash balances and cash flow from operating activities with short-term borrowings, long-term borrowings, issuances of equity and debt securities, and other sources of capital. We are aggressively managing our working capital and capital expenditure needs in order to maximize our liquidity in the current environment and fund our key growth initiatives.
For additional information on our credit agreements, see Note 5 - "Long-Term Debt and Other Borrowings" in the Notes to Consolidated Financial Statements.
Other Sources and Uses of Cash
In addition to our credit facilities, we fund our short-term liquidity requirements from cash generated by our operations and from short-term vendor financing. In addition, as of September 30, 2025, the market value of our investment in Standard Lithium was $2.7 million, with no holding restrictions on our ability to monetize our interests.
In addition, we are party to agreements in which Standard Lithium has the right to explore for, and an option to acquire the right to produce and extract lithium in our Arkansas leases as well as additional potential resources, in the Mojave region of California. Standard Lithium exercised its option with respect to our Arkansas leases on October 6, 2023. On April 22, 2025, the Arkansas Oil and Gas Commission approved Standard Lithium's SWA Lithium application to establish a unit for acreage under an option agreement between Standard Lithium, SWA Lithium and TETRA. TETRA is entitled to a 2.5% royalty on gross revenues from the lithium that Standard Lithium produces from the TETRA option acreage. In addition, TETRA maintains the rights to the bromine and other minerals extracted from the brine produced by Standard Lithium in their approved unit.
In May 2025, we filed a universal shelf Registration Statement on Form S-3 with the SEC, which 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 $400 million. This shelf registration statement currently provides us additional flexibility with regards to potential financing that we may undertake when market conditions permit or our financial condition may require.
Should additional capital be required, the ability to raise such capital through the issuance of additional debt or equity securities may currently be limited. 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 of our common stockholders will
occur. We periodically evaluate engaging in strategic transactions and may consider divesting non-core assets where our evaluation suggests such transactions are in the best interest of our business. In challenging economic environments, we may experience increased delays and failures by customers to pay our invoices. If our customers delay paying or fail to pay us a significant amount of our outstanding receivables, it could have an adverse effect on our liquidity. An increase in unpaid aged receivables would also negatively affect our borrowing availability under the ABL Credit Agreement.
As of September 30, 2025, we had no "off balance sheet arrangements" that may have a current or future material effect on our consolidated financial condition or results of operations.
Critical Accounting Policies and Estimates
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 2024 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.
Commitments and Contingencies
Litigation
For discussion of our legal proceedings, please see our 2024 Annual Reportand Note 6 - "Commitments and Contingencies" in the Notes to Consolidated Financial Statements included in this Quarterly Report.
Long-Term Debt
For information on our credit agreements, see Note 5 - "Long-Term Debt and Other Borrowings" in the Notes to Consolidated Financial Statements.
Leases
We have operating leases for some of our transportation equipment, office space, warehouse space, operating locations and machinery and equipment, as well as a sales-type lease and subleases for certain facilities. In August 2025, we entered into an operating lease agreement for new corporate office space located in Spring, Texas. We have finance leases for certain facility storage tanks and equipment rentals. Information about the terms of our lease agreements can be found in our 2024 Annual Reportand Corporate Office Leasein Note 1 - Organization, Basis of Presentation, and Significant Accounting Policies" in the Notes to Consolidated Financial Statements included in this Quarterly Report.
When we move out of our existing corporate office, which may occur as early as the fourth quarter of 2025, we expect to record a non-cash charge of approximately $8 million, including an approximately $5 million impairment of the right of use asset and accrual of approximately $3 million of estimated facility management and operational costs expected to be incurred between the move date and when our current least expires in December 2027, which are offset by concessions from the new lease during the same period. The impairment amount is subject to change depending on the timing of the move to our new corporate office space and the estimate of costs for the remaining term of our existing corporate office lease. We expect to realize savings from the new corporate office lease compared to the current lease arrangement.
Product Purchase Obligations
For information on product and asset purchase obligations, see Note 6 - "Commitments and Contingencies" in the Notes to Consolidated Financial Statements.
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".
These 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 trading price of our common stock, and the supply, demand, and prices of oil and natural gas; the availability of adequate sources of capital to us; the effect of inflation on the cost of goods and services; the activity levels of our customers; our operational performance; actions taken by our customers, suppliers, competitors and third-party operators; the availability of raw materials and labor at reasonable prices; risks related to acquisitions and our growth strategy, including our emerging growth initiatives; restrictions under our debt agreements and the consequences of any failure to comply with debt covenants; the effect and results of litigation, commercial disputes, regulatory matters, settlements, audits, assessments, and contingencies; potential regulatory initiatives to restrict hydraulic fracturing activities on federal lands as well as other actions to more stringently regulate certain aspects of oil and gas development such as air emissions and water discharges; risks related to our foreign operations; risks related to our non-controlling equity investments; information and operational technology risks, including the risk of cyberattack; our health, safety and environmental performance; the effects of consolidation on our customers and competitors; global or national health concerns, including the outbreak of pandemics or epidemics such as the coronavirus (COVID-19); acts of terrorism, war or political or civil unrest in the United States or elsewhere, including the current conflict between Russia and Ukraine, the conflict in the Israel-Gaza region, heightened tensions with Iran, including any potential closure of the Strait of Hormuz, and other and continued hostilities in the Middle East, maritime piracy attacks; and statements regarding our beliefs, expectations, plans, goals, future events and performance and other statements that are not purely historical.
These statements include statements concerning changes in general economic conditions, opportunity risks, such as the potential extraction of lithium, bromine and other minerals, including potential extraction of those minerals designated as critical minerals, from our Evergreen Brine Unit, demand therefor, or realizing industrial and other benefits expected from bromine processing; the timing and success of our bromine production wells and the construction of our bromine processing facility and related engineering activities and risks inherent in the construction of such facility, including the ability to obtain local governmental and regulatory approvals; the accuracy of our resources report or the timing of future updates to our resources report, feasibility study and economic assessment regarding our lithium, bromine and other mineral acreage; equipment supply, equipment defects and/or our ability to timely obtain equipment components; competition from existing or new competitors; and risks associated with changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions, including legislative, regulatory and policy changes, such as unexpected changes in tariffs, trade barriers, price and exchange control. With respect to our disclosures of measured, indicated and inferred mineral resources, including bromine, lithium carbonate equivalent concentrations, and other minerals, it is unclear whether they will ever be economically developed. Investors are cautioned that mineral resources do not have demonstrated economic value and further exploration may not result in the estimation of a mineral reserve. Further there are a number of uncertainties related to processing lithium, which is an inherently difficult process, including, for example, the development of the technology to do so successfully and economically. Therefore, investors are cautioned not to assume that all or any part of our resources can be economically or legally commercialized. In particular, investors are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally commercialized, or that it will ever be upgraded to a higher category. With respect to the Company's disclosures of the potential joint venture for the Evergreen Brine Unit, it is uncertain about the ability of the parties to successfully negotiate one or more definitive agreements, the future relationship between the parties, and the ability to successfully and economically produce lithium and bromine from the Evergreen Unit.
Management believes that these forward-looking statements are reasonable as and when made. However, investors are cautioned not to place undue reliance on any such forward-looking statements. Such statements speak only as of the date on which they are made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations, forecasts or projections. Factors which may cause actual results to differ materially from current expectations include, but are not limited to: changes in general economic conditions; opportunity risks, such as mineral extraction, demand therefor, or realizing industrial and other benefits expected from bromine processing; our ability to develop a bromine processing facility and risks inherent in the construction such facility; equipment supply, equipment defects and/or our ability to timely obtain equipment components; competition from existing or new competitors; risks associated with changes in laws and regulations, or the imposition of economic or trade sanctions affecting international commercial transactions, including legislative, regulatory and policy changes, such as unexpected changes in tariffs, trade barriers, price and exchange controls; and the other factors described in Part II, "Item 1A. Risk Factors" and elsewhere in this report and in our 2024 Annual Report, and those described from time to time in our future reports filed with the SEC.