-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TvuYh4ncifX+ez1ce5gjCG9BAXlktNuXPWTnnNgR4gT1f3/YkY8iD0qyQGHSNVPZ WVb6WYGioXhsAUbGIOYFZQ== 0000844965-11-000002.txt : 20110125 0000844965-11-000002.hdr.sgml : 20110125 20110125171828 ACCESSION NUMBER: 0000844965-11-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110124 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Material Impairments ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110125 DATE AS OF CHANGE: 20110125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TETRA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000844965 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 742148293 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13455 FILM NUMBER: 11547184 BUSINESS ADDRESS: STREET 1: 24955 INTERSTATE 45 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813671983 MAIL ADDRESS: STREET 1: 24955 INTERSTATE 45 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 8-K 1 tti8k-20110125.htm FORM 8-K tti8k-20110125.htm

 
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): January 24, 2011


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 January 25, 2011, TETRA Technologies, Inc. (the “Company”) issued a press release that it expects to release 2011 earnings guidance and a preliminary estimate of fourth quarter 2010 results on Friday, February 11, 2011, and will be hosting a conference call in connection therewith. A copy of the press release is furnished herewith as Exhibit 99.1.

The information set forth below under Item 2.06 regarding material impairments for the quarterly period ended December 31, 2010 is incorporated by reference into this Item 2.02.

Item 2.06. Material Impairments.

Lake Charles, Louisiana Calcium Chloride Plant

On January 24, 2011, the Company finalized its review of the expected future operating performance of its Lake Charles, Louisiana, liquid and pellet calcium chloride manufacturing plant in light of current and projected market and operating conditions. Due to the current market pricing for pellet calcium chloride and the uncertain supply of raw materials needed to operate the plant on economic terms, expected operating cash flows of the plant are insufficient to cover the plant’s carrying value. Demand for pellet calcium chloride produced at the Lake Charles plant has been negatively affected by market conditions, including offshore Gulf of Mexico oil and gas activity that has been negatively affected by recent regulatory delays and uncertainty following the April 2010 Macondo oil spill in t he Gulf of Mexico. Accordingly, the Company expects to record an impairment for approximately $7 million of the plant’s carrying value during the fourth quarter of 2010. At this time, the Company expects that this impairment will not result in any future cash expenditures by the Company.

Dive Support Vessel

On January 24, 2011, the Company’s Offshore Services segment finalized its decision to divest the Epic Diver, a dynamically positioned dive support vessel owned by its Epic Diving & Marine Services subsidiary (Epic). Although the Epic Diver has performed significantly since it was acquired in 2006, the Company has determined that the vessel is no longer strategic to its plans to serve its markets going forward. This decision was influenced by the Company’s recent extension of its charter of the Adams Challenge, a modern dive service vessel that has been leased and utilized by Epic during the past year. At this time, the Company expects that this decision will result in an impairment of the net carrying value of the Epic Diver by an amount ranging from approximately $13.0 to $15.5 mill ion, to be recorded during the fourth quarter of 2010. The Offshore Services segment has also identified certain additional, less significant, asset impairments as part of its normal quarterly closing process. None of these impairments will result in any future cash expenditures by the Company.

Oil and Gas Property Impairments

As part of its normal quarterly closing process, the Company’s Maritech subsidiary is completing its review of the asset retirement obligations associated with its offshore oil and gas properties. In addition, Maritech is also preparing its yearend reserve reports and reviewing its oil and gas properties for possible impairment. Due to a number of factors, Maritech expects to significantly increase its asset retirement obligations related to the future expenditures required to retire certain of its offshore oil and gas properties. At this time, the Company is unable to estimate the amount or range of amounts of the resulting impairments and other charges that will be recognized by Maritech, but expects that such impairments and other charges will be significant. The Company will fully describe and disclose the amount of these charges in its Annual Report on Form 10-K.
 
 
1

 
 
 
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
 
Description
99.1
 
Press Release, dated January 25, 2011, issued by TETRA Technologies, Inc.





 




 
2

 

SIGNATURES

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


 
TETRA Technologies, Inc.
 
 
By:
/s/Stuart M. Brightman
 
Stuart M. Brightman
 
President & Chief Executive Officer
Date: January 25, 2011
 

 
 
 

 

 
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EXHIBIT INDEX

Exhibit Number
 
Description
99.1
 
Press Release, dated January 25, 2011, issued by TETRA Technologies, Inc.










 
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EX-99.1 2 ex99_1.htm EXHIBIT 99.1 ex99_1.htm
Exhibit 99.1
 
FOR IMMEDIATE RELEASE

 
TETRA TECHNOLOGIES, INC.
ANNOUNCES 2011 EARNINGS GUIDANCE AND
PRELIMINARY FOURTH QUARTER 2010 RESULTS
PRESS RELEASE AND CONFERENCE CALL SCHEDULE

January 25, 2011 (The Woodlands, Texas), TETRA Technologies, Inc. (TETRA or the Company) (NYSE:TTI) expects to release 2011 earnings guidance and a preliminary estimate of fourth quarter 2010 results on Friday, February 11, 2011, and will host a conference call at 10:30 a.m. ET on that day to discuss the earnings guidance and the preliminary estimated results. Stuart M. Brightman, President and CEO, and Joseph M. Abell, Senior Vice President and CFO, will host the call.

Estimated results for the fourth quarter of 2010 are expected to include non-cash, pretax impairment charges related to the Company’s revised assessment of the carrying value of its Lake Charles, Louisiana calcium chloride manufacturing facility and its decision to divest the Epic Diver, a dynamically positioned dive support vessel that is no longer strategic to its future operating plans due, in part, to the extension of its charter on the Adams Challenge, a modern dive support vessel that has been under lease and utilized in Company operations for the past year. In addition, the Company expects to significantly increase certain of the asset retirement obligations related to the oil and gas properties held by its subsidiary, Maritech Resources, Inc. These increases in the asset retirement obligations are expected to result in significant impairments of the associated properties as well as other charges to Maritech’s fourth quarter 2010 results.

The phone number for the February 11 call is 800/860-2442. The call will also be available by live audio webcast and may be accessed through the Company website at tetratec.com. The press release will be available on the Company website prior to the conference call. A replay of the call will be available at 877/344-7529 conference number 447744, for one week following the call, and the archived webcast will be available through the Company website for thirty days following the event.

TETRA is a geographically diversified  oil and gas services company focused on completion fluids and other products, production testing, wellhead compression, and selected offshore services including well plugging and abandonment, decommissioning, and diving, with a concentrated domestic exploration and production business.

This press release includes certain statements that are deemed to be forward-looking statements. Generally, the use of words such as “may,” “will,” “expect,” “intend,” “estimate,” “projects,” “anticipate,” “believe,” “assume,” “could,” “should,” “plans,” “targets” or similar expressions that convey the uncertainty of future events, activities, expectations or outcomes identify forward-looking statements that the Company intends to be included within the safe harbor protections provided by the federal securities laws. These forward-looking statements include statements concerning the timing, and potential impact of impairment charges on 2010 res ults,
 
 
 

 
 
financial guidance, estimated earnings, earnings per share, and statements regarding the Company’s beliefs, expectations, plans, goals, future events and performance, and other statements that are not purely historical. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performances or results and that actual results or developments may differ materially from those projected in the forward-looking statements. Some o f 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, 2009, 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.
 
 
Contact:
 
TETRA Technologies, Inc., The Woodlands, Texas
Stuart M. Brightman, 281/367-1983
Fax: 281/364-4346
www.tetratec.com                                                                           
 
 
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