tti11k-20101231.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
FORM
11-K
(MARK
ONE)
[X] ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR
ENDED DECEMBER 31,
2009
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION
PERIOD FROM ____ TO ____
Commission
File No. 1-13455
A. Full title of
the plan and address of the plan, if different from that of the issuer named
below:
TETRA
Technologies, Inc. 401(k) Retirement Plan
B. Name of issuer
of the securities held pursuant to the plan and the address of its principal
executive office:
TETRA
Technologies, Inc.
24955
Interstate 45 North
The
Woodlands, Texas 77380
TABLE
OF CONTENTS
|
Report of
Independent Registered Public Accounting Firm
|
Page
2
|
|
|
|
|
Audited
Financial Statements
|
|
|
|
|
|
Statements
of Net Assets Available for Benefits at December 31, 2009 and
2008
|
Page
3
|
|
Statement
of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2009
|
Page
4
|
|
Notes
to Financial Statements
|
Page
5
|
|
|
|
|
Supplemental
Schedule
|
|
|
Schedule
H, Line 4(i) – Schedule of Assets (Held at End of Year)
|
Page
14
|
Report of Independent Registered Public
Accounting Firm
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, 2009 and
2008, and the related statement of changes
in net assets available for benefits for the year ended December 31, 2009. 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 the standards of the Public Company Accounting
Oversight Board (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. We were not engaged to perform an
audit of the Plan’s internal control over financial reporting. Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the Plan’s
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
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, 2009 and 2008,
and the changes in its net assets available for benefits for the year ended
December 31, 2009, in conformity with US generally accepted accounting
principles.
Our audits were
performed for the purpose of forming an opinion on the financial statements
taken as a whole. The accompanying supplemental schedule of assets (held at end
of year) as of December 31, 2009, is presented for purposes of
additional analysis and is not a required part of the financial statements
but is 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. This supplemental schedule is the
responsibility of the Plan’s management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young
LLP
Houston,
Texas
June 25,
2010
TETRA
Technologies, Inc. 401(k) Retirement Plan
Statements
of Net Assets Available for Benefits
|
|
|
December
31,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
ASSETS
|
|
|
|
|
|
|
|
Receivables:
|
|
|
|
|
|
|
|
Employee
contributions
|
|
$ |
216,393 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
Investments,
at fair value
|
|
|
71,261,921 |
|
|
|
47,445,280 |
|
| |
|
|
|
|
|
|
|
|
|
Total
assets
|
|
|
71,478,314 |
|
|
|
47,445,280 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Excess
contributions refund payable
|
|
|
- |
|
|
|
114,811 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits, at fair value
|
|
|
71,478,314 |
|
|
|
47,330,469 |
|
|
|
|
|
|
|
|
|
|
|
|
Adjustment
from fair value to contract value for
|
|
|
|
|
|
|
|
|
|
fully
benefit-responsive investment contracts
|
|
|
(292,640 |
) |
|
|
63,872 |
|
|
|
|
|
|
|
|
|
|
|
|
Net
assets available for benefits
|
|
$ |
71,185,674 |
|
|
$ |
47,394,341 |
|
See accompanying
notes.
TETRA
Technologies, Inc. 401(k) Retirement Plan
Statement
of Changes in Net Assets Available for Benefits
Year
Ended December 31, 2009
|
Additions:
|
|
|
|
|
Employer
contributions
|
|
$ |
457,352 |
|
|
Participant
contributions
|
|
|
8,163,094 |
|
|
Rollover
contributions
|
|
|
439,222 |
|
|
Interest
and dividends
|
|
|
1,539,329 |
|
|
Net
appreciation in fair value of investments
|
|
|
19,187,572 |
|
|
Total
additions
|
|
|
29,786,569 |
|
|
|
|
|
|
|
|
Deductions:
|
|
|
|
|
|
Benefits
paid to participants
|
|
|
5,895,642 |
|
|
Corrective
distributions
|
|
|
28,806 |
|
|
Administrative
expenses
|
|
|
70,788 |
|
|
Total
deductions
|
|
|
5,995,236 |
|
|
|
|
|
|
|
|
Net
increase
|
|
|
23,791,333 |
|
|
|
|
|
|
|
|
Net assets
available for benefits:
|
|
|
|
|
|
Beginning
of year
|
|
|
47,394,341 |
|
|
End
of year
|
|
$ |
71,185,674 |
|
See accompanying
notes.
TETRA
Technologies, Inc. 401(k) Retirement Plan
Notes
to Financial Statements
December
31, 2009
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
initially became effective January 1, 1990, is a profit sharing plan as
defined by Section 401(a) 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). The Company is the designated administrator of the
Plan and the Plan is advised by the 401(k) Committee, which currently consists
of certain officers of the Company. T. Rowe Price Trust Company (TRP or Trustee)
is the trustee of the Plan.
Eligibility
Employees who have
attained age 18 are eligible to participate in the Plan beginning on the first
day of any calendar month following completion of six months of service.
However, the following employees or classes of employees are not eligible to
participate: (i) employees who are non-resident aliens and who receive no earned
income from the Company which constitutes income from sources within the United
States; (ii) leased employees; and (iii) reclassified employees and independent
contractors.
Contributions
The maximum
elective contribution limit is 70% of compensation. Contributions for each
participant are limited in any calendar year to annual “regular” and “catch-up”
contribution limits as determined by IRC regulations. Unless the employee elects
otherwise, 3% of each eligible employee’s compensation is automatically
contributed to the Plan on a pre-tax basis. The Plan provides
an automated service which increases the employee’s contribution rate
by 1% at the same time each year until a 6% contribution rate has been reached.
The 6% contribution is the amount needed to take advantage of the full Company
match, if any. The employee is reminded annually before the change takes place
and can elect to change the amount at any time by contacting TRP. Employees have
the option to elect a 0% salary deferral or to change their salary deferral in
accordance with the Plan.
The Company may
contribute an amount equal to a specified matching percentage of the
participant’s contribution. In February 2009, the Company suspended its matching
contribution of each participant’s contributions. In January 2010, at the
direction of the Board of Directors, the Company reimplemented its 50% matching
contribution of participant’s contributions.
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. No profit sharing contribution was made for
the 2009 Plan year.
Participants have
the right to direct the investment of their contributions, including the
Company’s matching contributions and profit sharing, into any of the investment
funds offered by the Plan. In the event no participant election is made,
automatic participant contributions and the related Company match are made to a
diversified portfolio. This portfolio invests 60% in stock funds and 40% in
fixed income funds using eleven of the twelve funds in the Plan.
Company
Stock Fund
The Plan invests in
common stock of the Company through its Company Stock Fund. The Company Stock
Fund may also hold cash or other short-term securities, although these are
expected to be a small percentage of the fund.
The Plan limits the
amount a participant can invest in the Company Stock Fund to encourage
diversification of participants’ accounts. Each payroll period, a participant
can direct up to a maximum of 50% of their contributions in the Company Stock
Fund. In addition, a participant may not transfer amounts from other investment
funds into the Company Stock Fund to the extent the transfer would result in
more than 50% of the participant’s total account balance being invested in the
Company Stock Fund.
Vesting
Participants are
immediately vested in their contributions plus actual earnings thereon. Vesting
in the Company contribution portion and profit sharing of their accounts plus
actual earnings thereon is based on years of continuous service. Participants
are 25% vested after two years of service and vest an additional 25% each year,
becoming 100% vested after five years of service. Participants forfeit the
non-vested Company contribution portion of their accounts in the Plan upon
termination of employment with the Company.
Benefit
Payments
Upon separation
from service for any reason other than death, disability, or normal retirement,
a participant’s vested balance is payable in a lump sum or installments. Upon a
participant’s death, disability, or normal retirement, the entire balance in the
participant’s account is payable to the participant or, in the case of death, to
the participant’s named beneficiary, in a lump sum or installments. Amounts
which are forfeited due to termination of employment are used to reduce the
Company’s matching contributions, if any. Cumulative forfeitures relating to
prior period activity and available to be applied against any future employer
contributions were approximately $348,644 and $105,607 as of December 31, 2009
and 2008 respectively. During 2009, $76,298 in forfeitures was applied against
employer contributions.
Excess
Contributions Payable
Amounts payable to
participants for contributions in excess of amounts allowed by the IRC are
recorded as a liability with a corresponding deduction to the net assets
available for benefits.
Plan
Termination
The Company has the
right under the Plan 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,
during their time of employment, 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 established at the inception
of the loan, set at one percentage point higher than the prime lending rate as
posted in the Wall Street Journal (or similar financial publication). Principal
and interest are paid ratably through payroll deductions.
2.
Summary of Accounting Policies
New
Accounting Pronouncements
In June 2009, the
Financial Accounting Standards Board (FASB) issued standards that established
the FASB Accounting Standards Codification (ASC) as the source of authoritative
U.S generally accepted accounting principles (“GAAP”) by the FASB for
nongovernmental entities. The FASB ASC supersedes all non-SEC (Securities and
Exchange Commission) accounting and reporting standards that existed at the FASB
ASC’s effective date. The FASB uses Accounting Standards Updates to amend the
FASB ASC. These standards were effective for interim and annual periods ending
after September 15, 2009. There was no impact to the Plan’s
financial statements in the adoption of these standards, except for updating the
appropriate references to the guidance that was codified in these
standards.
In April 2009, ASC
Topic 820, Fair Value
Measurements and Disclosures (ASC 820), was amended to provide additional
guidance on estimating fair value when the volume and level of activity for an
asset or liability have significantly decreased in relation to normal market
activity for the asset or liability. ASC 820 also provides additional guidance
on circumstances that may indicate that a transaction is not orderly and on
defining major categories of debt and equity securities in meeting the
disclosure requirements of ASC 820. Per ASC 820-10-65, this amendment is
effective for reporting periods ending after June 15, 2009, and the Plan has
adopted this amendment. The adoption did not impact the Plan’s net assets
available for benefits or its changes in net assets available for
benefits.
In September 2009,
the FASB issued Accounting Standards Update 2009-12, Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent) (ASU 2009-12).
ASU 2009-12 provides amendments to ASC 820. The amendments permit, as a
practical expedient, a reporting entity to estimate the fair value of an
investment that is within the scope of ASU 2009-12 using the net asset value per
share (or its equivalent) of the investment if the net asset value of the
investment (or its equivalent) is calculated in a manner consistent with the
measurement principles of ASC 946 as of the reporting entity’s measurement date.
ASC 946 requires investment companies to report their investment assets at fair
value in accordance with the principles of ASC 820. The amendments also require
disclosures regarding the attributes of investments within the scope of ASU
2009-12, such as the nature of any restrictions on the investor’s ability to
redeem its investments at the measurement date, any unfunded capital
commitments, and the investment strategies of the investees. The disclosures are
required (by major category) for all investments within the scope of ASU 2009-12
regardless of whether the fair value of the investment is measured using the
practical expedient. The amended guidance is effective for interim and annual
periods ending after December 15, 2009; however, early application was
permitted. The Plan implemented the disclosure requirements of this guidance in
the financial statements for the year ended December 31, 2009. The adoption did
not impact the Plan’s net assets available for benefits or its changes in net
assets available for benefits.
In January 2010,
the FASB published ASU 2010-06, Fair Value Measurements and
Disclosures (Topic 820), Improving Disclosures about Fair Value
Measurements which requires new disclosures about transfers in and out of
fair value hierarchy levels, more detailed disclosures
about activity in
Level 3 fair value measurements, and clarifies existing disclosure requirements
about asset and liability aggregation, inputs, and valuation techniques. The new
disclosures and clarifications of existing disclosures are effective for interim
and annual reporting periods beginning after December 15, 2009, except for the
disclosure requirements of activity in Level 3 fair value measurements, which
become effective for fiscal years beginning after December 15, 2010, and for
interim periods within those fiscal years. The adoption of the disclosure
requirements of this ASU will not have a significant impact on the Plan’s net
assets available for benefits or its changes in net assets available for
benefits.
In February 2010,
the FASB updated guidance related to subsequent event
disclosures. This guidance is effective immediately for all
financial statements that have not yet been issued or have not yet become
available to be issued.
Basis
of Accounting
The accompanying
financial statements of the Plan have been prepared using the accrual basis of
accounting in accordance with U.S.GAAP. Benefit payments to participants are
recorded upon distribution.
As required by the
ASC, Subtopic 946.210.45 previously FASB Staff Position AAG INV-1 (the FSP),
investments in the accompanying Statements of Net Assets Available for Benefits
include fully benefit-responsive investment contracts and are recognized at fair
value. ASC Topic 962, previously, AICPA Statement of Position 94-4-1,
“Reporting of Fully Benefit Responsive Investment Contracts Held by Health and
Welfare Benefit Plans and Defined Contribution Pension Plans,” as amended,
requires fully benefit-responsive investment contracts to be reported at fair
value in the Plan’s Statements of Net Assets Available for Benefits with a
corresponding adjustment to reflect these investments at contract
value.
Administrative
Expenses
Certain
administrative expenses are paid by the Company.
Use
of Estimates
The preparation of
financial statements in conformity with GAAP requires management to make
estimates that affect the amounts reported in the financial statements and
accompanying notes and schedule. Actual results could differ from those
estimates.
Investment
Valuation and Income Recognition
The Plan’s
investments are stated at fair value. Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date (an exit price).
See Note 4 for further discussion of fair value measurements. Investments in
common collective trust funds include the Stable Value Fund. The Stable Value
Fund invests in fully benefit-responsive investment contracts (as defined by the
FSP previously discussed) including primarily guaranteed and synthetic
investment contracts issued by banks, insurance companies and other issuers. The
Stable Value Fund is recorded at fair value (see Note 4). As required by the
aforementioned FSP, an adjustment is made to reflect this investment at contract
value, which represents cost plus accrued income less redemptions. The fair
value of the guaranteed investment contracts is generally determined by
discounting the scheduled future payments required under the contract. The fair
value of wrap contracts reflects the discounted present value of the difference
between the current wrap contract cost and its replacement cost, based on issuer
quotes. For assets other than investment contracts, including securities
underlying synthetic investment contracts, fair value generally is reflected by
market value at close of business on the valuation date.
Participant loans
and short term investments are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade date basis. Interest
income is recorded on the accrual basis and dividends are recorded on the
ex-dividend date.
3.
Investments
Individual
investments that represent 5% or more of the Plan’s net assets at either
December 31, 2009 or 2008 are as follows:
|
|
|
December
31,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
TETRA
Technologies, Inc. common stock
|
|
$ |
12,411,040 |
|
|
$ |
6,286,590 |
|
|
TRP Stable
Value Fund, at contract value*
|
|
|
9,452,395 |
|
|
|
6,877,468 |
|
|
Dodge &
Cox Balanced Fund
|
|
|
6,845,092 |
|
|
|
5,002,169 |
|
|
TRP Equity
Income
|
|
|
5,246,691 |
|
|
|
3,947,418 |
|
|
TRP Growth
Stock Fund
|
|
|
6,231,020 |
|
|
|
4,381,712 |
|
|
Dreyfuss Mid
Cap Index Fund
|
|
|
5,333,236 |
|
|
|
2,080,634 |
|
|
PIMCO Total
Return Fund
|
|
|
8,010,055 |
|
|
|
5,622,587 |
|
|
American
EuroPacific Growth Fund
|
|
|
5,735,932 |
|
|
|
3,944,562 |
|
* The fair value of
this fully benefit-responsive investment totaled $9,745,035 and $6,813,596 at
December 31, 2009 and 2008, respectively.
During 2009, the
Plan’s investments (including gains and losses of investments bought, sold, and
held during the year) appreciated in value as follows:
|
Mutual
funds
|
|
$ |
9,355,743 |
|
|
Common
stock
|
|
|
9,831,829 |
|
|
|
|
$ |
19,187,572 |
|
Risks
and Uncertainties
The Plan provides
for investments in various investment securities, which in general, are exposed
to various risks, such as interest rate, credit, and overall market volatility
risks. Due to the level of risk associated with certain investment securities,
it is reasonably possible that changes in the values of investment securities
will occur in the near term and that such changes could materially affect the
amounts reported in the statements of net assets available for benefits and
participant account balances.
4.
Fair Value Measurements
ASC Topic 820
defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. Fair value is defined as the price
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date (i.e.,
an exit price). ASC Topic 820 includes a fair value hierarchy that prioritizes
the inputs to valuation techniques used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for
identical assets and liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3). The three levels of the fair value hierarchy
under ASC Topic 820 are described below:
Level 1 –
Unadjusted quoted prices in active markets that are accessible to the reporting
entity at the measurement date for identical assets and
liabilities.
Level 2 – Inputs
other than quoted prices in active markets for identical assets and liabilities
that are observable either directly or indirectly for substantially the full
term of the asset or liability. Level 2 inputs include the
following:
|
–
|
quoted prices
for similar assets and liabilities in active
markets
|
|
–
|
quoted prices
for identical or similar assets or liabilities in markets that are not
active
|
|
–
|
observable
inputs other than quoted prices that are used in the valuation of the
asset or liabilities (e.g., interest rate and yield curve quotes at
commonly quoted intervals)
|
|
–
|
inputs that
are derived principally from or corroborated by observable market data by
correlation or other means
|
Level 3 –
Unobservable inputs for the asset or liability (i.e., supported by little or no
market activity). Level 3 inputs include management’s own assumption about the
assumptions that market participants would use in pricing the asset or liability
(including assumptions about risk).
The level in the
fair value hierarchy within which the fair value measurement is classified is
determined based on the lowest level input that is significant to the fair value
measure in its entirety.
The following table
sets forth by level, within the fair value hierarchy, the Plan’s assets carried
at fair value:
|
|
|
Assets
at Fair Value as of December 31, 2009
|
|
|
|
|
Level
1
|
|
Level
2
|
|
|
Level
3
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
stock
|
|
$ |
12,411,040 |
|
$ |
- |
|
$ |
- |
|
$ |
12,411,040 |
|
|
Stable Value
Fund (a)
|
|
|
- |
|
|
9,745,035 |
|
|
- |
|
|
9,745,035 |
|
|
Mutual
funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large
cap stock
|
|
|
11,477,711 |
|
|
- |
|
|
- |
|
|
11,477,711 |
|
|
Mid
cap stock
|
|
|
10,336,401 |
|
|
- |
|
|
- |
|
|
10,336,401 |
|
|
Small
cap stock
|
|
|
3,297,199 |
|
|
- |
|
|
- |
|
|
3,297,199 |
|
|
Intermediate
term bond
|
|
|
8,010,055 |
|
|
- |
|
|
- |
|
|
8,010,055 |
|
|
Foreign
large blend
|
|
|
5,735,932 |
|
|
- |
|
|
- |
|
|
5,735,932 |
|
|
Moderate
allocation fund
|
|
|
6,845,092 |
|
|
- |
|
|
- |
|
|
6,845,092 |
|
|
Other
|
|
|
294,907 |
|
|
- |
|
|
- |
|
|
294,907 |
|
|
Loans to
participants
|
|
|
- |
|
|
- |
|
|
3,108,549
|
|
|
3,108,549 |
|
|
Total assets
at fair value
|
|
$ |
58,408,337 |
|
$ |
9,745,035 |
|
$ |
3,108,549
|
|
$ |
71,261,921 |
|
|
(a)
|
This category
includes a common/collective trust fund that is designed to deliver safety
and stability by preserving principal and accumulating earnings. This fund
is primarily invested in guaranteed investment contracts and synthetic
investment contracts. Participant-directed redemptions have no
restrictions; however, the Plan is required to provide a one year
redemption notice to liquidate its entire share in the fund. The fair
value of this fund has been estimated based on the fair value of the
underlying investment contracts in the fund as reported by the issuer of
the fund. The fair value differs from the contract value. As previously
discussed in Note 2, contract value is the relevant measurement
attributable to fully benefit-responsive investment contracts because
contract value is the amount participants would receive if they were to
initiate permitted transactions under the terms of the
Plan.
|
|
|
|
Assets
at Fair Value as of December 31, 2008
|
|
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
stock
|
|
$ |
6,286,590 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
6,286,590 |
|
|
Common/collective
trust funds
|
|
|
- |
|
|
|
6,813,596 |
|
|
- |
|
|
|
6,813,596 |
|
|
Mutual
funds
|
|
|
31,569,230 |
|
|
|
- |
|
|
- |
|
|
|
31,569,230 |
|
|
Loans to
participants
|
|
|
- |
|
|
|
- |
|
|
|
2,775,864 |
|
|
|
2,775,864 |
|
|
Total assets
at fair value
|
|
$ |
37,855,820 |
|
|
$ |
6,813,596 |
|
|
$ |
2,775,864 |
|
|
$ |
47,445,280 |
|
The Plan’s
valuation methodology used to measure the fair values of Company stock and
mutual funds were derived from quoted market prices, as these instruments have
active markets. The valuation techniques used to measure fair value of
common/collective trust funds and participants loans are included in Note
2.
Level
3 Gains and Losses
The table below
sets forth a summary of changes in the fair value of the Plan’s Level 3 assets
for the year ended December 31, 2009.
|
|
|
Participant
Loans
|
|
|
|
|
|
|
|
Balance,
beginning of year
|
|
$ |
2,775,864 |
|
|
Purchases,
sales, issuances and settlements (net)
|
|
|
332,685 |
|
|
Balance, end
of year
|
|
$ |
3,108,549 |
|
5.
Income Tax Status
The underlying
non-standardized prototype plan has received an opinion letter from the Internal
Revenue Service (IRS) dated February 27, 2002, stating that the form of the Plan
is qualified under Section 401(a) of the IRC, and therefore, the related trust
is tax exempt. In accordance with Revenue Procedures 2010-6 and 2005-16, the
Plan Administrator has determined that it is eligible to and has chosen to rely
on the current IRS prototype plan opinion letter. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The Plan Administrator believes the Plan is qualified and the related trust is
tax exempt.
6.
Reconciliation of the Financial Statements to the Form 5500
The following is a
reconciliation of the net assets available for benefits and the changes in net
assets available for benefits per the financial statements to the Form
5500.
|
|
|
December
31, 2009
|
|
|
December
31, 2008
|
|
|
|
|
|
|
|
|
|
|
Net assets
available for benefits per the financial
|
|
|
|
|
|
|
|
statements
|
|
$ |
71,185,674 |
|
|
$ |
47,394,341 |
|
|
Adjustment
from contract value to fair value for
|
|
|
|
|
|
|
|
|
|
fully
benefit-responsive investment contracts
|
|
|
292,640 |
|
|
|
(63,872 |
) |
|
Net assets
available for benefits per the Form 5500
|
|
$ |
71,478,314 |
|
|
$ |
47,330,469 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
Ended
|
|
|
|
|
|
|
|
|
December
31, 2009
|
|
|
|
|
|
|
Net increase
in net assets available for benefits per
|
|
|
|
|
|
|
|
|
|
the
financial statements
|
|
$ |
23,791,333 |
|
|
|
|
|
|
Change in
adjustment from contract value to fair
|
|
|
|
|
|
|
|
|
|
value
for fully benefit-responsive investment contracts
|
|
|
356,512 |
|
|
|
|
|
|
Net increase
in net assets available for benefits per the
|
|
|
|
|
|
|
|
|
|
Form
5500
|
|
$ |
24,147,845 |
|
|
|
|
|
Fully
benefit-responsive investment contracts are valued at contract value on the
statement of net assets available for benefits, whereas the Form 5500 requires
all investments to be valued at fair value.
7.
Related Party Transactions
Certain investments
of the Plan are managed by T. Rowe Price Trust Company, the Trustee of the Plan,
and therefore, these transactions qualify as party-in-interest transactions. The
Plan also invests in shares of the Company common stock and these transactions
also qualify as party-in-interest transactions. All of these transactions are
exempt from the prohibited transactions rules.
Supplemental
Schedule
TETRA
Technologies, Inc. 401(k) Retirement Plan
Schedule
H, Line 4(i) – Schedule of Assets (Held at End of Year)
EIN:
74-2148293 PN: 001
December
31, 2009
| |
Identity
of Issue, Borrower,
|
|
|
|
Current
|
|
| |
Lessor,
or Similar Party
|
|
Description
of Investment
|
|
Value
|
|
| |
|
|
|
|
|
|
| * |
T. Rowe
Price
|
|
Equity Income
Fund
|
|
$ |
5,246,691 |
|
| |
|
|
|
|
|
|
|
| * |
T. Rowe
Price
|
|
TRP Growth
Stock Fund
|
|
|
6,231,020 |
|
| |
|
|
|
|
|
|
|
| |
PIMCO
|
|
Total Return
Fund
|
|
|
8,010,055 |
|
| |
|
|
|
|
|
|
|
| * |
T. Rowe
Price
|
|
TRP Stable
Value Fund
|
|
|
9,745,035 |
|
| |
|
|
|
|
|
|
|
| |
American
Funds
|
|
EuroPacific
Growth Fund
|
|
|
5,735,932 |
|
| |
|
|
|
|
|
|
|
| |
Dodge &
Cox
|
|
Balanced
Fund
|
|
|
6,845,092 |
|
| |
|
|
|
|
|
|
|
| |
Dreyfus
|
|
Mid Cap Index
Fund
|
|
|
5,333,236 |
|
| |
|
|
|
|
|
|
|
| |
Artisan
Funds
|
|
Mid Cap
Growth Fund
|
|
|
2,814,188 |
|
| |
|
|
|
|
|
|
|
| |
Columbia
|
|
Small Cap
Fund
|
|
|
1,765,341 |
|
| |
|
|
|
|
|
|
|
| * |
TETRA
Technologies, Inc.
|
|
TETRA
Technologies, Inc. common stock
|
|
|
12,411,040 |
|
| |
|
|
|
|
|
|
|
| * |
T.Rowe
Price
|
|
Prime
Reserves Fund
|
|
|
294,907 |
|
| |
|
|
|
|
|
|
|
| |
Franklin
|
|
Small Cap
Value Fund
|
|
|
1,531,858 |
|
| |
|
|
|
|
|
|
|
| |
Vanguard
|
|
Selected
Value Fund
|
|
|
2,188,977 |
|
| |
|
|
|
|
|
|
|
| * |
Participant
loans
|
|
Loans with
various maturities and interest |
|
|
|
|
| |
|
|
rates
ranging from 4.25% to 10.5%
|
|
|
|
|
| |
|
|
per
annum
|
|
|
3,108,549 |
|
| |
|
|
|
|
|
|
|
| |
|
|
|
|
$ |
71,261,921 |
|
*
Party-in-interest
SIGNATURES
The Plan. Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (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
|
|
By:
|
/s/Stuart M.
Brightman
|
|
|
Stuart M.
Brightman
|
|
|
President
& Chief Executive Officer
|
|
|
TETRA
Technologies, Inc.
|
|
Date: June
25, 2010
|
|
EXHIBIT
INDEX
|
EXHIBIT NO.
|
DESCRIPTION
|
|
|
|
|
23.1
|
Consent of
Independent Registered Public Accounting Firm
|
|
|
|