8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): February 27, 2009

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13455	74-2148293
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

24955 Interstate 45 North

The Woodlands, Texas 77380

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (281) 367-1983

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On February 27, 2009, TETRA Technologies, Inc. (the “Company”) issued a press release announcing its fully audited financial results for the fourth quarter of 2008 and the full year ended December 31, 2008. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated February 27, 2009, issued by TETRA Technologies, Inc.

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SIGNATURES

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

TETRA Technologies, Inc.

By:    /s/Geoffrey M. Hertel

Geoffrey M. Hertel

President & Chief Executive Officer

Date: February 27, 2009

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated February 27, 2009, issued by TETRA Technologies, Inc.

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

TETRA TECHNOLOGIES, INC.

REPORTS FOURTH QUARTER 2008 RESULTS

February 27, 2009 (The Woodlands, Texas), TETRA Technologies, Inc. (TETRA or the Company) (NYSE:TTI) today announced that it lost $0.79 per share in the fourth quarter of 2008. Included in this loss were impairments of approximately $54.4 million associated with the overall assessment of assets as part of its goodwill impairment test, pursuant to SFAS No. 142 ($47.1 million of goodwill write-off and $7.3 million of long-lived asset write-off). Also, as previously discussed in our February 10, 2009 press release, Maritech incurred a total of approximately $45.7 million of charges in the fourth quarter (primarily impairments caused by reduced commodity prices, which were not allowed to be offset by Maritech’s hedges). The combination of the $54.4 million impairment and the Maritech charges equaled $100.1 million in the quarter, or $0.91 per share after tax. For the year, similar charges totaled $123.1 million, or $1.10 per share, after tax. All financial data in this release are reported in U.S. dollars, are before discontinued operations and all per share amounts are fully diluted.

Consolidated revenues for the quarter ended December 31, 2008 were $230,421,000 versus $245,975,000 in the fourth quarter of 2007. Total gross profit was a negative of $11,181,000 in the fourth quarter of 2008 versus a negative $37,337,000 in the fourth quarter of 2007. Income before discontinued operations was a loss of $59,284,000 in the fourth quarter of 2008 versus a loss of $44,337,000 in the comparable period of 2007. Net income was a loss of $59,897,000 in 2008’s fourth quarter versus a loss of $18,623,000 in 2007’s fourth quarter.

Consolidated results per share from continuing operations for the fourth quarter of 2008 were a loss of $0.79 with 74,908,000 weighted average diluted common shares outstanding versus a loss of $0.60 with 74,084,000 weighted average diluted common shares outstanding in the fourth quarter of 2007.

Consistent with operational segment changes, the following items will be modified from here, forward. The Well Abandonment & Decommissioning Services Division will be called the Offshore Division. This Division will be comprised of Offshore Services and Maritech. The Production Enhancement Division will now be comprised of two segments, Production Testing and Compressco. Prior period segment information in this division was reclassified to conform to the 2008 presentation.

Divisional pretax earnings (loss) from continuing operations in the fourth quarter of 2008 versus the fourth quarter of 2007 were: Fluids Division – ($18,905,000) in 4Q 2008 and ($7,634,000) in 4Q 2007; Offshore Services (formerly WA&D Services) – ($14,218,000) in 4Q 2008 and $7,037,000 in 4Q 2007; Maritech – ($58,689,000) in 4Q 2008 and ($71,172,000) in 4Q 2007; Production Testing – $9,793,000 in 4Q 2008 and  $7,935,000 in 4Q 2007; and, Compressco – $7,629,000 in 4Q 2008 and $7,196,000 in 4Q 2007.

Financial data aggregating full year 2008, comparable data for 2007 and data relating to net income, as well as discontinued operations, are available in the accompanying financial table in this press release.

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Geoffrey M. Hertel, President and Chief Executive Officer, stated, “During the fourth quarter of 2008, TETRA incurred $100.1 million of impairments. A significant portion of the Maritech $45.7 million of impairment was caused by reduced commodity prices, which are not allowed to be offset in this calculation with our hedges (hedges increased in value by approximately $95.3 million pretax, in the quarter). As part of their SFAS No. 142 impairment tests, Fluids had an impairment of $23.9 million and Offshore Services had an impairment of $30.5 million (most of this $54.4 million impairment is triggered by the reduction in the TETRA stock price).

“During the quarter, the Production Enhancement Division had record earnings and Offshore Services had one of its best quarters ever, excluding the impairment charge. The quarter was negatively impacted by Hurricane Ike, especially in Maritech and Fluids. Even with the difficulties encountered due to hurricanes, TETRA generated $189.8 million of ‘net cash provided by operating activities’ during the year ended December 31, 2008.

“We reiterate our February 10 earnings guidance for 2009 of $0.70 – $0.90 per share. Due to the factors enumerated in the February 10 press release, we expect these earnings to be weighted toward the second half of 2009.

“Based on our estimates, we do not foresee any issues in complying with the covenants on our long-term notes or bank debt. Long-term debt is expected to peak around $480 million in May or June and then is projected to fall to slightly above $400 million by year-end 2009. At $480 million of debt, TETRA should have about $100 million unused and available credit under our bank lines. Our bank debt is scheduled to come due on June 27, 2011, and the earliest of our notes is scheduled to come due in September of 2011. TETRA invested significant capital expenditures toward growth in 2006 through 2008, and will continue to do this in Arkansas through mid-year 2009 (expected start-up of the plant may occur two months ahead of schedule, in the third quarter). These investments give us significant capacity to grow all of our businesses, as markets improve. Therefore, we do not anticipate a need to make large additional CapEx investments in order to generate significant cash for use in reducing debt in the 18 months (starting in July 2009), or to increase earnings,” concluded Hertel.

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

This press release includes certain statements that are deemed to be forward-looking statements. These forward-looking statements include statements concerning financial guidance, estimated earnings, earnings per share, expected benefits from our agreements and long-term investments, expected results of operational business segments for 2009, expected costs associated with damage from the hurricanes and the ability to recover such costs under our insurance policies, the ability to resume operations and production from our damaged or destroyed platforms and properties, and other statements regarding our beliefs, expectations, plans, goals, future events and performance and other statements that are not purely historical. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of risks and

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uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performances or results and that actual results or developments may differ materially from those projected in the forward-looking statements. Some of the factors that could affect actual results are described in the section titled “Certain Business Risks” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as well as other risks identified from time to time in its reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission.

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2008			2007			2008			2007
	(In Thousands, Except Per Share Amounts)
Revenues
Fluids Division	$	64,199		$	67,627		$	293,248		$	282,074
Offshore (formerly WA&D) Division
Offshore Services		91,143			78,947			306,362			341,082
Maritech		23,641			56,305			208,509			214,154
Intersegment eliminations		(8,635	)		(5,870	)		(22,971	)		(29,057	)
Offshore Division total		106,149			129,382			491,900			526,179
Production Enhancement Division
Production Testing		34,120			26,742			127,019			93,130
Compressco		26,076			23,094			97,417			83,554
Production Enhancement Division total		60,196			49,836			224,436			176,684
Eliminations and other		(123	)		(870	)		(519	)		(2,454	)
Total revenues		230,421			245,975			1,009,065			982,483
Gross profit (loss)
Fluids Division		10,356			(592	)		56,446			38,620
Offshore Division
Offshore Services		13,193			11,148			43,025			49,110
Maritech		(55,992	)		(69,598	)		(29,958	)		(45,631	)
Intersegment eliminations		(1,085	)		2,248			(782	)		6,225
Offshore Division total		(43,884	)		(56,202	)		12,285			9,704
Production Enhancement Division
Production Testing		12,436			10,121			44,413			32,813
Compressco		10,536			10,032			41,323			36,685
Production Enhancement Division total		22,972			20,153			85,736			69,498
Eliminations and other		(625	)		(696	)		(2,466	)		(1,439	)
Total gross profit (loss)		(11,181	)		(37,337	)		152,001			116,383
General and administrative expense		26,187			25,474			104,949			99,871
Impairment of goodwill		47,073			-			47,073			-
Operating income (loss)		(84,441	)		(62,811	)		(21	)		16,512
Interest expense, net		3,812			4,641			16,778			17,155
Other expense (income)		(8,337	)		361			(12,884	)		(2,805	)
**Income (loss) before taxes and		(79,916	)		(67,813	)		(3,915	)		2,162
discontinued operations (A)
Provision for income taxes		(20,632	)		(23,476	)		5,740			941
Income (loss) before discontinued operations		(59,284	)		(44,337	)		(9,655	)		1,221
Discontinued operations:
Income (loss) from discontinued operations,
net of taxes (A)		(613	)		25,714			(2,481	)		27,550
Net income (loss)	$	(59,897	)	$	(18,623	)	$	(12,136	)	$	28,771

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	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2008			2007			2008			2007
	(In Thousands, Except Per Share Amounts)
**Income (loss) before taxes and discontinued operations
Fluids Division		(18,905	)		(7,634	)		5,401			10,897
Offshore Division
Offshore Services		(14,218	)		7,037			3,019			33,496
Maritech		(58,689	)		(71,172	)		(31,932	)		(49,815	)
Intersegment eliminations		(1,085	)		2,248			(782	)		6,225
Offshore Division total		(73,992	)		(61,887	)		(29,695	)		(10,094	)
Production Enhancement Division
Production Testing		9,793			7,935			35,677			25,639
Compressco		7,629			7,196			30,310			26,663
Production Enhancement Division total		17,422			15,131			65,987			52,302
Corporate overhead (includes interest)		(4,441	)		(13,423	)		(45,608	)		(50,943	)
Total		(79,916	)		(67,813	)		(3,915	)		2,162

Basic per share information:
Income (loss) before discontinued operations	$	(0.79	)	$	(0.60	)	$	(0.13	)	$	0.02
Income (loss) from discontinued operations		(0.01	)		0.35			(0.03	)		0.37
Net income (loss)	$	(0.80	)	$	(0.25	)	$	(0.16	)	$	0.39
Weighted average shares outstanding		74,908			74,084			74,519			73,573
Diluted per share information:
Income (loss) before discontinued operations	$	(0.79	)	$	(0.60	)	$	(0.13	)	$	0.02
Income (loss) from discontinued operations		(0.01	)		0.35			(0.03	)		0.36
Net income (loss)	$	(0.80	)	$	(0.25	)	$	(0.16	)	$	0.38
Weighted average shares outstanding		74,908			74,084			74,519			75,921
Depreciation, depletion and amortization (B)	$	76,100		$	102,902		$	210,292		$	201,624

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

(B) DD&A information for 2008 and 2007 includes oil and gas dry hole costs and impairments of long-lived assets.

Balance Sheet	December 31, 2008		December 31, 2007
	(In Thousands)
Cash	$	6,032	$	26,051
Accounts receivable, net		225,491		215,284
Inventories		117,731		118,502
Other current assets		86,059		63,654
PP&E, net		807,466		696,391
Other assets		169,845		175,654
Total assets	$	1,412,624	$	1,295,536
Current liabilities	$	212,481	$	242,050
Long-term debt		406,840		358,024
Other long-term liabilities		277,482		247,543
Equity		515,821		447,919
Total liabilities and equity	$	1,412,624	$	1,295,536

Contact:

TETRA Technologies, Inc., The Woodlands, Texas

Geoffrey M. Hertel, 281/367-1983

Fax: 281/364-4346

www.tetratec.com

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