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FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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ANNUAL REPORT
PURSUANT TO SECTION 15(d)
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
TETRA Technologies, Inc.
401(k) Retirement Plan
(Full title of the plan)
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TETRA Technologies, Inc.
(Name and issuer of the securities held pursuant to the plan)
25025 I-45 North
The Woodlands, Texas 77380
(Address of principal executive offices)
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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
TETRA TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN
YEAR ENDED DECEMBER 31, 1999
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TETRA Technologies, Inc. 401(k) Retirement Plan
Financial Statements and Supplemental Schedules
Year ended December 31, 1999
CONTENTS
Report of Independent Auditors..........................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits.........................3
Statement of Changes in Net Assets Available for Benefits...............4
Notes to Financial Statements...........................................5
Supplemental Schedules
Schedule H, Line 4(i) - Schedule of Assets Held for Investment
Purposes At End of Year..................11
Schedule H, Line 4(j) - Schedule of Reportable Transactions............12
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Report of Independent Auditors
Participants and Administrator of the
TETRA Technologies, Inc. 401(k)
Retirement Plan
We have audited the accompanying statements of net assets available for
benefits of the TETRA Technologies, Inc. 401(k) Retirement Plan as of December
31, 1999 and 1998, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1999. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the year ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes at end of year as of December 31, 1999,
and reportable transactions for the year ended December 31, 1999, are presented
for purposes of additional analysis and are not a required part of the
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management.
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The supplemental schedules have been subjected to the auditing procedures
applied in our audits of the financial statements and, in our opinion, are
fairly stated in all material respects in relation to the financial statements
taken as a whole.
May 24, 2000
Houston, Texas
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TETRA Technologies, Inc. 401(k) Retirement Plan
Statements of Net Assets Available for Benefits
DECEMBER 31
1999 1998
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ASSETS
Cash $ 271,777 $ 48,304
Receivables:
Employer contributions 79,019 70,022
Participant contributions 213,483 186,471
Accrued income 1,910 4,459
Other receivables 17,857 17,940
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Total receivables 312,269 278,892
Investments (Note 3) 14,971,671 13,206,696
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Total assets 15,555,717 13,533,892
LIABILITIES
Excess contribution refunds - 106,423
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Net assets available for benefits $ 15,555,717 $ 13,427,469
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See accompanying notes.
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TETRA Technologies, Inc. 401(k) Retirement Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 1999
Additions:
Employer contributions $ 782,968
Participant contributions 2,255,315
Rollover contributions 114,320
Interest and dividends 453,028
Net appreciation in fair value of
investments (Note 3) 121,803
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Total additions 3,727,434
Deductions:
Benefits paid to participants 1,586,211
Administrative expense 12,975
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Total deductions 1,599,186
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Net increase 2,128,248
Net assets available for benefits:
Beginning of year 13,427,469
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End of year $ 15,555,717
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See accompanying notes.
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TETRA Technologies, Inc. 401(k) Retirement Plan
Notes to Financial Statements
December 31, 1999
1. DESCRIPTION OF PLAN
The following description of the TETRA Technologies, Inc. 401(k) Retirement
Plan (the "Plan") is provided for general information only. Participants should
refer to the summary plan description for a more complete description of the
Plan's provisions, a copy of which is available from TETRA Technologies, Inc.
(the "Company" or "Plan Administrator").
GENERAL
The Plan, which became effective January 1, 1990, is a profit sharing plan as
defined by Section 401 of the Internal Revenue Code ("IRC") and contains a
provision for salary reduction contributions under Section 401(k) of the IRC.
The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
ELIGIBILITY
All employees of the Company and its subsidiaries who have reached the age of
18 are eligible to join the Plan on the first January 1 or July 1 following
their date of hire.
CONTRIBUTIONS
Participants may elect to contribute from 1% to 15% (1% to 22% effective
January 1, 2000) of their gross compensation to the Plan. Contributions for
each participant are limited in any calendar year to an amount as determined by
IRC regulations. The Company matches monthly, 50% of each participant's
contributions up to 6% of compensation. The Company may also, at the discretion
of the Board of Directors, make a profit sharing contribution to the Plan at
the end of each fiscal year. Such Company contribution will be allocated to
Plan participants in the same ratio that each participant's compensation, as
defined in the Plan agreement, bears to the total compensation of all
participants. All Company contributions are directed to the Company common
stock fund.
EXCESS CONTRIBUTION REFUNDS
The IRC provides that the Plan cannot discriminate in favor of highly
compensated individuals. To comply with these laws, contributions in excess of
the IRC Section 401(k) and 401(m) limits and all earnings attributable to such
contributions were required to be refunded to certain highly compensated
participants. At December 31, 1998, this amount is designated on the statement
of net assets available for benefits as "Excess contribution refunds." Refunds
of 1999 excess contributions have not yet been determined.
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TETRA Technologies, Inc. 401(k) Retirement Plan
Notes to Financial Statements (continued)
1. DESCRIPTION OF PLAN (CONTINUED)
VESTING
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company contribution portion of their accounts plus
actual earnings thereon is based on years of continuous service. A participant
is 100% vested after five years of credited service.
BENEFIT PAYMENTS
Upon a participant's death, his/her entire account balance is payable to the
named beneficiary. When eligible, benefits are payable in any of several forms.
Under the Plan, amounts which are forfeited due to termination of employment
reduce the employer's contribution.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
PARTICIPANT LOANS
Participants may borrow from their fund accounts a minimum of $1,000, up to a
maximum equal to the lesser of $50,000 or 50% of their vested account balances.
Loan terms range from 1 to 5 years, or up to 15 years for the purchase of a
primary residence. The loans are secured by the balances in the participants'
accounts and bear interest at rates commensurate with local prevailing rates as
determined quarterly. Principal and interest are paid ratably through payroll
deductions.
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TETRA Technologies, Inc. 401(k) Retirement Plan
Notes to Financial Statements (continued)
2. SUMMARY OF ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements of the Plan have been prepared using the
accrual basis of accounting in accordance with accounting principles generally
accepted in the United States. Benefit payments to participants are recorded
upon distribution.
ADMINISTRATIVE EXPENSES
Certain administrative expenses are paid by the Company.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates that affect the amounts reported in the financial statements and
accompanying notes and schedules. Actual results could differ from those
estimates.
INVESTMENT VALUATION
The fair value of the mutual funds and the common stock is based on quoted
market prices on the last business day of the Plan year. The fair value of the
Chicago Trust Stated Principal Value Investment Trust for Employee Benefit
Plans is valued by the Chicago Trust Company based on the value of the
underlying investment contracts. Participant loans are stated at cost, which
approximates fair value.
RECLASSIFICATION
Certain prior year amounts have been reclassified to conform to the current
year presentation.
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TETRA Technologies, Inc. 401(k) Retirement Plan
Notes to Financial Statements (continued)
3. INVESTMENTS
Individual investments that represent 5% or more of the Plan's net assets are
as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
----------------- ----------------
<S> <C> <C>
Washington Mutual Investors Fund $ - $ 2,644,827
Wells Fargo Bank Short-Term Income Fund - 905,863
TETRA Technologies, Inc. common stock 2,537,805* 2,701,934*
AIM Constellation Fund - 2,298,700
Fidelity Advisor Growth Opportunities Fund - 2,602,656
Chicago Trust Stated Principal Value Investment Trust
for Employee Benefit Plans 1,093,875 -
Flag Investors Equity Partners Fund 2,898,008 -
Alleghany/Montag & Caldwell Growth Fund 3,893,867 -
MFS Emerging Growth Fund 2,853,635 -
</TABLE>
During 1999, the Plan's investments (including investments bought, sold, and
held during the year) appreciated in value as follows:
<TABLE>
<CAPTION>
<S> <S>
Collective trust funds $ (281,839)
Mutual funds 1,373,445
Common stock (969,803)
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$ 121,803
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</TABLE>
* Includes both participant and nonparticipant directed
4. NONPARTICIPANT DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant directed investments is as
follows:
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
----------------- ----------------
<S> <C> <C>
TETRA Technologies, Inc. common stock $ 2,537,805 $ 2,701,934
</TABLE>
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TETRA Technologies, Inc. 401(k) Retirement Plan
Notes to Financial Statements (continued)
4. NONPARTICIPANT DIRECTED INVESTMENTS (CONTINUED)
YEAR ENDED DECEMBER
31
1999
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Changes in net assets:
Employer contributions $ 782,968
Participant contributions 370,405
Interest and dividends 624
Net depreciation in fair value
of investments (969,893)
Benefits paid to participants (274,529)
Interfund transfers 254,554
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$ 164,129
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5. INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service
dated June 8, 1995, stating that the Plan is qualified under Section 401(a) of
the IRC and, therefore, the related trust is exempt from taxation. Once
qualified, the Plan is required to operate in conformity with the IRC to
maintain its qualification. The Plan Administrator believes the Plan is being
operated in compliance with the applicable requirements of the IRC and,
therefore, believes that the Plan is qualified and the related trust is tax
exempt.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to Form 5500:
DECEMBER 31
1999 1998
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Net assets available for benefits
per financial statements $ 15,555,717 $ 13,427,469
Amounts allocated to withdrawing
participants 1,941,512 (49,007)
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Net assets available for benefits
per Form 5500 $ 13,614,205 $ 13,378,462
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TETRA Technologies, Inc. 401(k) Retirement Plan
Notes to Financial Statements (continued)
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (CONTINUED)
The following is a reconciliation of benefits paid to participants per the
financial statements to Form 5500:
YEAR ENDED
DECEMBER 311999
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Benefits paid to participants per
the financial statements $ 1,586,211
Add amounts allocated to withdrawing
participants at end of year 1,941,512
Less amounts allocated to withdrawing
participants at end of prior year (49,007)
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Benefits paid to participants per Form 5500 $ 3,478,716
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Amounts allocated to withdrawing participants are recorded on Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31, but which have not yet been paid as of that date.
7. CHANGE IN SERVICE PROVIDERS
Effective October 1, 1999, trustee responsibilities were transferred from Wells
Fargo Bank, N.A. to The Chicago Trust Company. The Chicago Trust Company is
also the recordkeeper for the Plan.
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Supplemental Schedules
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TETRA Technologies, Inc. 401(k) Retirement Plan
Schedule H, Line 4(i) - Schedule of Assets Held for Investment
Purposes At End of Year
EIN: 74-2148293 PN: 001
December 31, 1999
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
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<S> <C> <C> <C>
* Chicago Trust Safety of Principal Value
Investment Fund $ ** $ 1,093,875
PIMCO Total Return Fund ** 308,204
* Alleghany/Montag & Caldwell Balanced Fund ** 58,227
Flag Investors Equity Partners Fund ** 2,898,008
* Alleghany/Montag & Caldwell Growth Fund ** 3,893,868
MFS Emerging Growth Fund ** 2,853,635
Franklin Small Cap Growth Fund ** 81,311
American Funds Euro-Pacific International Fund ** 661,794
* TETRA Technologies, Inc. TETRA Technologies, Inc.
common stock 4,363,723 2,537,805
* Participant loans Loans with various maturities
and interest rates ranging
from 9% to 10% per annum ** 584,944
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$ 14,971,671
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</TABLE>
*Party-in-interest
** Participant directed amounts are not required to be disclosed.
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TETRA Technologies, Inc. 401(k) Retirement Plan
Schedule H, Line 4(j) - Schedule of Reportable Transactions (continued)
EIN: 74-2148293 PN: 001
Year ended December 31, 1999
<TABLE>
<CAPTION>
CURRENT
VALUE OF
TRANSACTION NET
IDENTITY OF PURCHASE SELLING COST OF ASSETS GAIN OR
PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSETS DATE (LOSS)
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CATEGORY (III) - SERIES OF NONPARTICIPANT AND PARTICIPANT DIRECTED TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS AT THE BEGINNING
OF THE PLAN YEAR FOR COMMON STOCK.
<S> <C> <C> <C> <C> <C> <C>
TETRA Technologies, Inc. TETRA Technologies Inc. Common Stock
Purchases $ 1,425,631 $ - $ 1,425,631 $ - $ -
Sales - 620,167 914,700 620,167 (294,533)
Note: Includes both participant and nonparticipant directed transactions since trustee does not segregate these transactions.
</TABLE>
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The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the administrative committee (or other persons who administer the
employee benefit plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
TETRA Technologies, Inc.
401(k) Retirement Plan
Date: June 20, 2000 By: /s/ JAMES R. HALE
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James R. Hale
Committee Member
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EXHIBIT INDEX
Exhibit 23.1 - Consent of Independent Auditors
