NOTE F – EQUITY

Changes in equity for the three and nine month periods ended September 30, 2014 and 2013, are as follows:



	Three Months Ended September 30,
	2014									2013
	TETRA			Non- controlling Interest			Total			TETRA			Non- controlling Interest			Total
	(In Thousands)
Beginning balance for the period	$	549,654		$	41,428		$	591,082		$	544,070		$	41,673		$	585,743
Net income (loss)	(10,537		)	(1,930		)	(12,467		)	12,110			744			12,854
Foreign currency translation adjustment, including taxes of $1,198 in 2014 and taxes of $165 in 2013	(8,430		)	—			(8,430		)	6,873			—			6,873
Comprehensive income (loss)	(18,967		)	(1,930		)	(20,897		)	18,983			744			19,727
Exercise of common stock options	771			—			771			597			—			597
Proceeds from the issuance of stock	—			359,205			359,205			—			—			—
Distributions to public unitholders	—			(1,298		)	(1,298		)	—			(1,210		)	(1,210		)
Equity-based compensation	1,053			482			1,535			1,152			338			1,490
Treasury stock and other	(68		)	(41		)	(109		)	(13		)	64			51
Tax benefit upon exercise of stock options	(82		)	—			(82		)	(249		)	—			(249		)
Ending balance as of September 30	$	532,361		$	397,846		$	930,207		$	564,540		$	41,609		$	606,149



	Nine Months Ended September 30,
	2014									2013
	TETRA			Non- controlling Interest			Total			TETRA			Non- controlling Interest			Total
	(In Thousands)
Beginning balance for the period	$	555,541		$	41,957		$	597,498		$	551,120		$	42,188		$	593,308
Net income	(19,928		)	(179		)	(20,107		)	10,482			1,964			12,446
Foreign currency translation adjustment, including taxes of $1,644 in 2014 and taxes of $711 in 2013	(7,653		)	—			(7,653		)	(1,849		)	—			(1,849		)
Comprehensive Income (loss)	(27,581		)	(179		)	(27,760		)	8,633			1,964			10,597
Exercise of common stock options	1,147			—			1,147			1,586			—			1,586
Proceeds from the issuance of stock	—			359,205			359,205			—			—			—
Distributions to public unitholders	—			(3,806		)	(3,806		)	—			(3,603		)	(3,603		)
Equity-based compensation	3,889			919			4,808			4,082			1,031			5,113
Treasury stock and other	(421		)	(250		)	(671		)	(243		)	29			(214		)
Tax benefit upon exercise of stock options	(214		)	—			(214		)	(638		)	—			(638		)
Ending balance as of September 30	$	532,361		$	397,846		$	930,207		$	564,540		$	41,609		$	606,149

Activity within the foreign currency translation adjustment account during the periods includes no reclassifications to net income.

As discussed in Note B - Acquisitions, to finance a portion of the CSI Acquisition purchase price, Compressco Partners completed a public offering of its common units pursuant to which it sold 15,280,000 of New Units at the Offering Price of $23.50 per common unit. A subsidiary of our Compressco Partners GP Inc. subsidiary purchased 1,391,113 of the New Units. Additionally, Compressco Partners GP Inc. contributed approximately $7.3 million in order to maintain its approximately 2% general partner interest in Compressco Partners. In connection with the Compressco Partners' offering of the New Units, Compressco Partners granted an option to the underwriters (subject to certain terms and conditions as set forth in the Underwriting Agreement) to purchase up to an additional 2,292,000 common units at the Offering Price, less the underwriting discount. On August 11, 2014, the underwriters exercised their option and purchased all 2,292,000 additional common units, resulting in additional net proceeds of $51.7 million ($53.9 million gross proceeds less underwriting discount).

Following the underwriters' purchase of the 2,292,000 additional common units, the total amount of common units issued is 17,572,000. Additionally, the General Partner contributed an additional approximately $1.1 million following the issuance of the additional common units upon the exercise of the underwriters' option in order to maintain its approximately 2% general partner interest in the Compressco Partners. Prior to the CSI Acquisition and the offering of the New Units by Compressco Partners, we owned approximately 82% of Compressco Partners through our ownership of units and a general partner interest (through which we hold incentive distribution rights). Following the CSI Acquisition, and the issuance of the New Units, our ownership of Compressco Partners is approximately 44%, consisting of approximately 42% limited partner interest plus the approximately 2% general partner interest. Through Compressco Partners GP Inc., we will continue to manage and control Compressco Partners, and, accordingly, we will continue to consolidate the results of Compressco Partners as part of our consolidated results of operations. As a result of these transactions, and beginning in the third quarter of 2014, the non-controlling interest associated with the public ownership of Compressco Partners significantly increased.

On July 11, 2014, the Board of Compressco Partners GP Inc. confirmed that the conditions set forth in the definition of "Subordination Period" contained in the Partnership Agreement of Compressco Partners would be met upon Compressco Partners' payment of the August 15, 2014 cash distribution. As a result, effective August 18, 2014, our 6,273,970 subordinated units of Compressco Partners automatically converted on a one-for-one basis into common units. The conversion of these subordinated units did not impact the amount of cash distributions paid to us by Compressco Partners or the total number of outstanding units of Compressco Partners. These subordinated units were issued to us by Compressco Partners in connection with its initial public offering.