THE WOODLANDS, Texas, Aug. 9, 2018 /PRNewswire/ -- TETRA
Technologies, Inc. ("TETRA") (NYSE:TTI) today announced consolidated second quarter 2018 net loss per share before discontinued
operations attributable to TETRA stockholders of $0.05. This compares to consolidated net
loss of $0.10 per share before discontinued operations attributable to TETRA stockholders in the
first quarter of 2018, and a net loss per share before discontinued operations attributable to TETRA stockholders of $0.04 in the second quarter of 2017.
TETRA's adjusted per share results attributable to TETRA stockholders for the second quarter of 2018, before discontinued
operations excluding special items, were earnings per share of $0.03. This compares to
adjusted loss per share of $0.06 in the first quarter of 2018 and adjusted earnings per share of
$0.02 in the second quarter of 2017 before discontinued operations, which exclude special items
detailed later in this press release.
Second quarter 2018 revenue before discontinued operations was $260 million, an increase of 30%
from the first quarter of 2018 and an increase of 45% from the second quarter of last year.
(Adjusted earnings/loss per share is a non-GAAP financial measure that is reconciled to the nearest GAAP measure in the
accompanying schedules.)
Second Quarter 2018 Results
|
|
Three Months Ended
|
|
June 30,
2018
|
|
March 31,
2018
|
|
June 30,
2017
|
|
(In Thousands, Except per Share Amounts)
|
Revenue before discontinued operations
|
$
|
260,072
|
|
|
$
|
199,381
|
|
|
$
|
179,931
|
Loss before discontinued operations
|
(12,132)
|
|
|
(21,057)
|
|
|
(7,966)
|
Adjusted EBITDA before discontinued operations (1)
|
46,285
|
|
|
26,222
|
|
|
28,865
|
GAAP EPS before discontinued operations attributable to TETRA
stockholders
|
(0.05)
|
|
|
(0.10)
|
|
|
(0.04)
|
Adjusted EPS attributable to TETRA stockholders(1)
|
0.03
|
|
|
(0.06)
|
|
|
0.02
|
GAAP net cash provided (used) by operating activities
|
19,134
|
|
|
(31,261)
|
|
|
19,977
|
TETRA only adjusted free cash flow before discontinued operations
(1)
|
18,018
|
|
|
(29,917)
|
|
|
11,327
|
|
|
|
(1) Non-GAAP financial measures are reconciled to GAAP in the schedules
below.
|
Second Quarter Highlights include :
- Adjusted EBITDA was 17.8% of revenue and increased $20 million (77%) from the first quarter
of this year reflecting strong contributions from the recent SwiftWater acquisition, better pricing across the onshore
segments, returns from recent capital investments and the benefit of seasonality in our Europe
fluids business. Profit before taxes was a loss of $9.7 million.
- Water & Flowback Services adjusted EBITDA increased 74% from the first quarter of 2018 to $20
million driven by a full quarter from the SwiftWater acquisition, continued improvements in the water management and
flow back operations in multiple basins aided by higher pricing and incremental investments. Profit before taxes was
$8.3 million, 9.9% of revenue.
- Completion Fluids & Products adjusted EBITDA increased 122% from the first quarter of 2018 to $13.7 million, driven by the seasonal nature of our Europe Chemicals business and stronger U.S. activity.
Profit before taxes was $10.0 million, 13% of revenue.
- Compression Services adjusted EBITDA increased 19% from the first quarter of 2018 to $22.4
million on higher equipment sales and price increases on the compression services fleet. Loss before taxes was
$8.7 million, an improvement from a $14 million loss in the first
quarter of 2018. New equipment orders during the second quarter were $25 million. In July of 2018
an additional order of $18 million was secured. These orders reflect the strong demand for
incremental compression equipment to gather, move and process associated gas in the Permian Basin.
- Entered into a global joint marketing and development agreement with Halliburton for the sale and distribution of TETRA's
proprietary family of TETRA CS Neptune® completion fluids. The collaborative agreement also fosters and drives
further development of other oil and gas drilling and completion fluids based on their respective technologies and resource
capabilities.
Stuart M. Brightman, TETRA's Chief Executive Officer, stated, "We are very pleased with the
accelerated rate of improvement as each segment saw a material sequential improvement in revenue and adjusted EBITDA. Our
strong presence in the US onshore markets, aided by the recent acquisition of SwiftWater, is meaningfully impacting our
results. We are seeing better pricing and stronger equipment utilization in each of our segments. We are also seeing
preliminary signs of an international recovery and new offshore projects being initiated, including a significant deepwater
Gulf of Mexico completion fluids project for 2019. Our vertically integrated completion
fluids network positions us well to capitalize on this recovery.
"We announced earlier in the quarter the agreement with Halliburton to further capitalize on this expected recovery by jointly
marketing our innovative industry leading TETRA CS Neptune® completion fluids technology. We are very pleased to
have this agreement in place with a leading global fluids provider such as Halliburton. TETRA CS Neptune®
completion fluids are unique zinc-free, clear brine completion fluids that have significant potential for growth through global
applications and as base fluids for other applications, such as packer and reservoir drill-in fluids. We look forward to
working with Halliburton to expand sales and jointly develop new offerings and expect this to be a great relationship for years
to come, especially as deepwater drilling activity comes back.
"Water & Flowback Services second quarter 2018 revenue increased 37% sequentially to $83.6
million led by a full quarter of SwiftWater operations and overall significantly stronger activity in the U.S. shale
plays. In the second quarter of 2018, SwiftWater generated $28.6 million of revenue and
$5.2 million profit before taxes, inclusive of $1.6 million of
depreciation expense. The financial results of this acquisition are outperforming our acquisition expectations. We have
been able to successfully cross sell our TETRA Steel™ 1200 proprietary lay-flat hose technology. We continue to see
significant opportunities in this division and have increased our projected investments in capital given the strong returns from
high utilization and better pricing as customers continue to deal with high volumes of water to complete fracking operations and
handle high volumes of flow back sand and produced water. In addition to the Permian market, we are experiencing continued
strong financial results in the Rockies, MidCon, Northeast and most recently also in South Texas. Water & Flowback
Services profit before taxes was $8.3 million (9.9% of revenue), while adjusted EBITDA was
$20.1 million (24.1% of revenue).
"Completion Fluids & Products revenue was $76.6 million for the second quarter of 2018, an
increase of 44% from the first quarter of 2018. We are working with two major customers on the timing for TETRA CS
Neptune® opportunities. We expect both opportunities to materialize by year-end. Completion Fluids &
Products Division profit before taxes was $10.0 million (13.0% of revenue), while adjusted EBITDA
was $13.7 million (17.9% of revenue).
"Second quarter 2018 Compression revenue increased 17% sequentially to $99.9 million.
Compression Services gross margin excluding depreciation improved to 46.2% in the second quarter from 41.6% in the first quarter
of 2018. New equipment orders of $25 million were received in the second quarter and another
$18 million order was received in late July, reflecting our customers' continued strong demand for
compression to move associated gas. Our backlog was $102 million at the end of the second
quarter. Compression loss before tax for the second quarter of 2018 was $8.7 million compared
to a $14.0 million loss for the first quarter of 2018 and $6.2
million loss for the second quarter of 2017. Adjusted EBITDA was $22.4 million in the
second quarter, compared to $18.9 million in the first quarter. On July 20, 2018, CSI Compressco LP declared a cash distribution attributable to the second quarter of 2018 of
$0.1875 per outstanding common unit, which will be paid on August 14,
2018 to common unitholders of record as of the close of business on August 1, 2018.
The distribution coverage ratio for the second quarter of 2018 was 0.65X."
Free Cash Flow and Balance Sheet
Consolidated net cash from operating activities for the second quarter of 2018 was $19.1
million, compared to a net use of cash of $31.3 million in the first quarter of 2018.
TETRA only adjusted free cash flow in the second quarter was positive $18.0 million.
Consolidated net debt was $741 million, while TETRA only net debt was $159
million. At the end of the second quarter TETRA only cash on hand was $18.8
million. With a strong balance sheet, TETRA remains positioned to invest opportunistically into the recovering
market.
Special items
Special items, including Discontinued Operations, incurred in the second quarter, as detailed on Schedule E, include the
following:
- $4.3 million non-cash expense for a fair value adjustment of SwiftWater earn-out obligation
given the stronger than expected results of the acquisition.
- $2.2 million non-cash expense on stock warrant fair value adjustments
- $0.5 million non-cash gain for a fair value adjustment of the CSI Compressco Series A
Convertible Preferred units
- $0.1 million in expenses from severance and transaction costs
Additionally, a normalized tax rate of 21% is reflected in Adjusted Net Income, as shown on Schedule E.
Total Year 2018 Guidance Update
We expect total year 2018 revenue from continuing operations to be between $965 million and
$1.005 billion, up from the prior guidance of $945 million and
$985 million. We expected consolidated adjusted EBITDA of between $170
million and $190 million, up from the prior guidance of $168
million and $188 million. The increased revenue and adjusted EBITDA is reflecting the higher
new equipment sales for CSI Compressco. Total year projected loss before taxes is expected to be between $16.9 million and $35.9 million, compared to the prior guidance of $7.5 and $27.5 million, reflecting the second quarter non-cash expenses partially
offset by the higher CSI Compressco equipment sales EBITDA. Total year projected loss before taxes includes special items year to
date of $9.9 million.
Projected total year capital expenditures for TETRA only are expected to be between $45 million
and $55 million. CSI Compressco capital expenditures are expected to be between $110 million and $120 million inclusive of maintenance capital expenditures of
between $18 million and $20 million.
Projected total year TETRA only free cash flow is expected to be between $15 million and
$25 million inclusive of distributions from CSI Compressco.
Schedule J reconciles projected adjusted EBITDA to profit before taxes.
Conference Call
TETRA will host a conference call to discuss these results today, August 9, 2018, at
10:30 a.m. ET. The phone number for the call is 888-347-5303. The conference will also be
available by live audio webcast and may be accessed through TETRA's website at www.tetratec.com. A replay of the conference call will be available at 1-877-344-7529, conference number
10115962, for one week following the conference call and the archived webcast call will be available through the Company's
website for 30 days following the conference call.
Investor Contact
TETRA Technologies, Inc., The Woodlands, Texas
Stuart M. Brightman
Ph: 281-367-1983
www.tetratec.com
Financial Statements, Schedules and Non-GAAP Reconciliation Schedules
(Unaudited)
Schedule A: Consolidated Income Statement (unaudited)
Schedule B: Financial Results By Segment (unaudited)
Schedule C: Consolidated Balance Sheet (unaudited)
Schedule D: Long-Term Debt
Schedule E: Special Items
Schedule F: Non-GAAP Reconciliation to GAAP Financials
Schedule G: Non-GAAP Reconciliation of TETRA Net Debt
Schedule H: Non-GAAP Reconciliation to TETRA Only Adjusted Free Cash Flow
Schedule I: Non-GAAP Reconciliation to TETRA Only Adjusted Cash Flow From Continuing Operations
Schedule J: Non-GAAP Reconciliation to Projected 2018 Adjusted EBITDA
Company Overview and Forward-Looking Statements
TETRA Technologies, Inc. is a geographically diversified oil and gas services company, focused on completion fluids and
associated products and services, water management, frac flowback, production well testing, and compression services and
equipment. TETRA owns an equity interest, including all of the general partner interest, in CSI Compressco LP
(NASDAQ:CCLP), a master limited partnership.
This news release includes certain statements that are deemed to be forward-looking statements. Generally, the use of words
such as "may," "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 anticipated recovery of the oil and gas
industry, expected benefits from the acquisition of SwiftWater Energy Services and expected results of operational business
segments for 2018, including levels of cash distributions per unit, projections concerning the Company's business activities,
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 of the factors that could affect actual
results are described in the section titled "Risk Factors" contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 2017, 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.
Schedule A: Consolidated Income Statement (Unaudited)
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In Thousands, Except per Share Amounts)
|
Revenues
|
$
|
260,072
|
|
|
$
|
179,931
|
|
|
$
|
459,453
|
|
|
$
|
339,340
|
|
|
|
|
|
|
|
|
|
Cost of sales, services, and rentals
|
183,292
|
|
|
124,612
|
|
|
328,249
|
|
|
237,843
|
|
Depreciation, amortization, and accretion
|
28,979
|
|
|
25,784
|
|
|
55,420
|
|
|
52,308
|
|
Total cost of revenues
|
212,271
|
|
|
150,396
|
|
|
383,669
|
|
|
290,151
|
|
Gross profit
|
47,801
|
|
|
29,535
|
|
|
75,784
|
|
|
49,189
|
|
|
|
|
|
|
|
|
|
General and administrative expense
|
33,617
|
|
|
29,460
|
|
|
64,420
|
|
|
56,211
|
|
Interest expense, net
|
18,379
|
|
|
14,328
|
|
|
33,352
|
|
|
28,095
|
|
Warrants fair value adjustment (income) expense
|
2,195
|
|
|
(5,545)
|
|
|
201
|
|
|
(11,521)
|
|
CCLP Series A Preferred Units fair value adjustment (income)
expense
|
(512)
|
|
|
(4,834)
|
|
|
846
|
|
|
(3,203)
|
|
Litigation arbitration award income
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,816)
|
|
Other expense, net
|
3,808
|
|
|
775
|
|
|
6,584
|
|
|
1,236
|
|
Loss before taxes and discontinued operations
|
(9,686)
|
|
|
(4,649)
|
|
|
(29,619)
|
|
|
(8,813)
|
|
Provision for income taxes
|
2,446
|
|
|
3,317
|
|
|
3,570
|
|
|
3,398
|
|
Loss before discontinued operations
|
(12,132)
|
|
|
(7,966)
|
|
|
(33,189)
|
|
|
(12,211)
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
Loss from discontinued operations (including 2018 loss on disposal of $33.8
million), net of taxes
|
(21)
|
|
|
(6,653)
|
|
|
(41,727)
|
|
|
(13,660)
|
|
Net loss
|
(12,153)
|
|
|
(14,619)
|
|
|
(74,916)
|
|
|
(25,871)
|
|
Loss attributable to noncontrolling interest
|
6,188
|
|
|
3,628
|
|
|
15,303
|
|
|
12,417
|
|
Loss attributable to TETRA stockholders
|
$
|
(5,965)
|
|
|
$
|
(10,991)
|
|
|
$
|
(59,613)
|
|
|
$
|
(13,454)
|
|
|
|
|
|
|
|
|
|
Basic per share information:
|
|
|
|
|
|
|
|
Income (loss) before discontinued operations attributable to TETRA
stockholders
|
$
|
(0.05)
|
|
|
$
|
(0.04)
|
|
|
$
|
(0.14)
|
|
|
$
|
0.00
|
|
Loss from discontinued operations attributable to TETRA
stockholders
|
$
|
0.00
|
|
|
$
|
(0.06)
|
|
|
$
|
(0.33)
|
|
|
$
|
(0.12)
|
|
Net loss attributable to TETRA stockholders
|
$
|
(0.05)
|
|
|
$
|
(0.10)
|
|
|
$
|
(0.47)
|
|
|
$
|
(0.12)
|
|
Weighted average shares outstanding
|
122,474
|
|
|
114,534
|
|
|
125,553
|
|
|
114,375
|
|
|
|
|
|
|
|
|
|
Diluted per share information:
|
|
|
|
|
|
|
|
Income (loss) before discontinued operations attributable to TETRA
stockholders
|
$
|
(0.05)
|
|
|
$
|
(0.04)
|
|
|
$
|
(0.14)
|
|
|
$
|
0.00
|
|
Loss from discontinued operations attributable to TETRA
stockholders
|
$
|
0.00
|
|
|
$
|
(0.06)
|
|
|
$
|
(0.33)
|
|
|
$
|
(0.12)
|
|
Net loss attributable to TETRA stockholders
|
$
|
(0.05)
|
|
|
$
|
(0.10)
|
|
|
$
|
(0.47)
|
|
|
$
|
(0.12)
|
|
Weighted average shares outstanding
|
122,474
|
|
|
114,534
|
|
125,553
|
|
|
114,375
|
|
Schedule B: Financial Results By Segment (Unaudited)
|
|
|
Three Months Ended
June 30,
|
|
Six Months Ended
June 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In Thousands)
|
Revenues by segment:
|
|
|
|
|
|
|
|
Completion Fluids & Products Division
|
$
|
76,556
|
|
|
$
|
73,995
|
|
|
$
|
129,660
|
|
|
$
|
130,223
|
|
Water & Flowback Services Division
|
83,646
|
|
|
31,086
|
|
|
144,721
|
|
|
69,265
|
|
Compression Division
|
99,924
|
|
|
75,312
|
|
|
185,346
|
|
|
140,871
|
|
Eliminations and other
|
(54)
|
|
|
(462)
|
|
|
(274)
|
|
|
(1,019)
|
|
Total revenues
|
$
|
260,072
|
|
|
$
|
179,931
|
|
|
$
|
459,453
|
|
|
$
|
339,340
|
|
|
|
|
|
|
|
|
|
Gross profit (loss) by segment:
|
|
|
|
|
|
|
|
Completion Fluids & Products Division
|
$
|
14,396
|
|
|
$
|
22,358
|
|
|
$
|
21,082
|
|
|
$
|
33,688
|
|
Water & Flowback Services Division
|
18,631
|
|
|
(245)
|
|
|
30,035
|
|
|
2,003
|
|
Compression Division
|
14,933
|
|
|
7,533
|
|
|
24,973
|
|
|
13,698
|
|
Corporate overhead and eliminations
|
(159)
|
|
|
(111)
|
|
|
(306)
|
|
|
(200)
|
|
Total gross profit
|
$
|
47,801
|
|
|
$
|
29,535
|
|
|
$
|
75,784
|
|
|
$
|
49,189
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes by segment:
|
|
|
|
|
|
|
|
Completion Fluids & Products Division
|
$
|
9,981
|
|
|
$
|
16,616
|
|
|
$
|
12,430
|
|
|
$
|
36,088
|
|
Water & Flowback Services Division
|
8,311
|
|
|
(3,920)
|
|
|
14,859
|
|
|
(5,186)
|
|
Compression Division
|
(8,655)
|
|
|
(6,180)
|
|
|
(22,673)
|
|
|
(20,513)
|
|
Corporate overhead and eliminations
|
(19,323)
|
|
|
(11,165)
|
|
|
(34,235)
|
|
|
(19,202)
|
|
Total income (loss) before taxes
|
$
|
(9,686)
|
|
|
$
|
(4,649)
|
|
|
$
|
(29,619)
|
|
|
$
|
(8,813)
|
|
Please note that the above results by Segment include special charges and expenses. Please see Schedule E for details of those
special charges and expenses.
Schedule C: Consolidated Balance Sheet (Unaudited)
|
|
|
June 30, 2018
|
|
December 31, 2017
|
|
(In Thousands)
|
Balance Sheet:
|
|
|
|
Cash (excluding restricted cash)
|
$
|
70,157
|
|
|
$
|
26,128
|
|
Accounts receivable, net
|
181,454
|
|
|
144,051
|
|
Inventories
|
133,367
|
|
|
115,438
|
|
Assets of discontinued operations
|
1,538
|
|
|
121,134
|
|
Other current assets
|
23,730
|
|
|
17,858
|
|
PP&E, net
|
833,078
|
|
|
809,432
|
|
Other assets
|
136,295
|
|
|
74,573
|
|
Total assets
|
$
|
1,379,619
|
|
|
$
|
1,308,614
|
|
|
|
|
|
Liabilities of discontinued operations
|
$
|
8,343
|
|
|
$
|
73,913
|
|
Other current liabilities
|
158,839
|
|
|
148,026
|
|
Long-term debt (1)
|
810,739
|
|
|
629,855
|
|
Long-term portion of decommissioning liabilities
|
12,073
|
|
|
11,738
|
|
CCLP Series A Preferred
|
45,644
|
|
|
61,436
|
|
Warrant liability
|
13,403
|
|
|
13,202
|
|
Other long-term liabilities
|
19,516
|
|
|
17,883
|
|
Equity
|
311,062
|
|
|
352,561
|
|
Total liabilities and equity
|
$
|
1,379,619
|
|
|
$
|
1,308,614
|
|
|
(1) Please see Schedule D for the individual debt obligations of TETRA and
CSI Compressco LP.
|
Schedule D: Long-Term Debt
TETRA Technologies Inc. and its subsidiaries, other than CSI Compressco LP and its subsidiaries, are obligated under a bank
credit agreement and senior notes, neither of which are obligations of CSI Compressco LP and its subsidiaries. CSI Compressco LP
and its subsidiaries are obligated under a separate bank credit agreement and senior notes, neither of which are obligations of
TETRA and its other subsidiaries. Amounts presented are net of deferred financing costs.
|
June 30, 2018
|
|
December 31, 2017
|
|
(In Thousands)
|
TETRA
|
|
|
|
Bank revolving line of credit facility
|
$
|
59,906
|
|
|
$
|
—
|
TETRA 11% Senior Note
|
118,341
|
|
|
117,679
|
TETRA total debt
|
178,247
|
|
|
117,679
|
Less current portion
|
—
|
|
|
—
|
TETRA total long-term debt
|
$
|
178,247
|
|
|
$
|
117,679
|
|
|
|
|
CSI Compressco LP
|
|
|
|
Bank Credit Facility
|
$
|
—
|
|
|
$
|
223,985
|
New ABL Credit Agreement
|
—
|
|
|
—
|
7.25% Senior Notes
|
288,989
|
|
|
288,191
|
7.50% Senior Notes
|
343,503
|
|
|
—
|
Total debt
|
632,492
|
|
|
512,176
|
Less current portion
|
—
|
|
|
—
|
CCLP total long-term debt
|
$
|
632,492
|
|
|
$
|
512,176
|
Consolidated total long-term debt
|
$
|
810,739
|
|
|
$
|
629,855
|
Non-GAAP Financial Measures
In addition to financial results determined in accordance with GAAP, this press release includes the following non-GAAP
financial measures for the Company: net debt, adjusted consolidated and segment income (loss) before taxes, and special charges;
consolidated and segment adjusted EBITDA; and TETRA only adjusted free cash flow and TETRA only free cash flow from continuing
operations. The following schedules provide reconciliations of these non-GAAP financial measures to their most directly
comparable GAAP measures. The non-GAAP financial measures should be considered in addition to, not as a substitute for, financial
measures prepared in accordance with GAAP, as more fully discussed in the Company's financial statements and filings with the
Securities and Exchange Commission.
Management believes that the exclusion of the special charges from the historical results of operations enables management to
evaluate more effectively the Company's operations over the prior periods and to identify operating trends that could be obscured
by the excluded items.
Adjusted income (loss) before taxes (and adjusted income (loss) before taxes as a percent of revenue) is defined as the
Company's (or the Segment's) income (loss) before taxes excluding certain special or other charges (or credits). Adjusted income
(loss) before taxes (and adjusted income (loss) before taxes as a percent of revenue) is used by management as a supplemental
financial measure to assess financial performance, without regard to charges or credits that are considered by management to be
outside of its normal operations.
Adjusted diluted earnings (loss) per share is defined as the Company's diluted earnings (loss) per share excluding certain
special or other charges (or credits) and using a normalized effective income tax rate. Adjusted diluted earnings (loss) per
share is used by management as a supplemental financial measure to assess financial performance, without regard to charges or
credits that are considered by management to be outside of its normal operations.
Adjusted EBITDA (and Adjusted EBITDA as a percent of revenue) is defined as earnings before interest, taxes, depreciation,
amortization, impairments and special charges, equity compensation, and allocated corporate overhead charges to our CSI
Compressco LP subsidiary, pursuant to our Omnibus Agreement, which were reimbursed with CSI Compressco LP common units. Adjusted
EBITDA (and Adjusted EBITDA as a percent of revenue) is used by management as a supplemental financial measure to assess the
financial performance of the Company's assets, without regard to financing methods, capital structure or historical cost basis
and to assess the Company's ability to incur and service debt and fund capital expenditures.
TETRA only adjusted free cash flow is a non-GAAP measure that the Company defines as cash from TETRA's operations, excluding
cash settlements of Maritech AROs, less capital expenditures net of sales proceeds and cost of equipment sold, and including cash
distributions to TETRA from CSI Compressco LP. TETRA only adjusted free cash flow from continuing operations is defined as TETRA
only adjusted free cash flow less discontinued operations EBITDA and discontinued operations capital expenditures. Management
uses this supplemental financial measure to:
- assess the Company's ability to retire debt;
- evaluate the capacity of the Company to further invest and grow; and
- to measure the performance of the Company as compared to its peer group of companies.
TETRA only adjusted free cash flow and TETRA only adjusted free cash flow from continuing operations does not necessarily
imply residual cash flow available for discretionary expenditures, as it excludes cash requirements for debt service or other
non-discretionary expenditures that are not deducted.
TETRA net debt is defined as the sum of the carrying value of long-term and short-term debt on its consolidated balance sheet,
less cash, excluding restricted cash on the consolidated balance sheet and excluding the debt and cash of CSI Compressco LP.
Management views TETRA net debt as a measure of TETRA's ability to reduce debt, add to cash balances, pay dividends, repurchase
stock, and fund investing and financing activities.
Schedule E: Special Items
|
|
|
Three Months Ended
|
|
June 30, 2018
|
|
Income (loss)
before taxes
and
discontinued
operations
|
Provision
(Benefit) for
Tax
|
Noncont.
Interest
|
Net Income
(Loss)
Attributable
to TETRA
Stockholders
|
Diluted EPS
|
|
(In Thousands, Except per Share Amounts)
|
Income (loss) attributable to TETRA stockholders, excluding special items
and discontinued operations
|
$
|
(3,620)
|
|
$
|
(343)
|
|
$
|
(6,593)
|
|
$
|
3,316
|
|
$
|
0.03
|
|
Severance expense
|
(43)
|
|
(9)
|
|
(9)
|
|
(25)
|
|
0.00
|
|
Stock warrant fair value adjustment
|
(2,195)
|
|
(461)
|
|
—
|
|
(1,734)
|
|
(0.01)
|
|
Convertible Series A preferred fair value adjustments
|
512
|
|
108
|
|
414
|
|
(10)
|
|
0.00
|
|
Transaction costs
|
(40)
|
|
(8)
|
|
—
|
|
(32)
|
|
0.00
|
|
SwiftWater Earnout Adjustment
|
(4,300)
|
|
(903)
|
|
—
|
|
(3,397)
|
|
(0.03)
|
|
Effect of deferred tax valuation allowance and other related tax
adj.
|
—
|
|
4,062
|
|
—
|
|
(4,062)
|
|
(0.03)
|
|
Net income (loss) before discontinued operations
|
(9,686)
|
|
2,446
|
|
(6,188)
|
|
(5,944)
|
|
(0.05)
|
|
Loss from discontinued operations
|
|
|
|
(21)
|
|
0.00
|
|
Net Income (loss) attributable to TETRA stockholders, as reported
|
|
|
|
$
|
(5,965)
|
|
$
|
(0.05)
|
|
|
|
Three Months Ended
|
|
March 31, 2018
|
|
Income (loss)
before taxes
and
discontinued
operations
|
Provision
(Benefit) for
Tax
|
Noncont.
Interest
|
Net Income
(Loss)
Attributable
to TETRA
Stockholders
|
Diluted EPS
|
|
(In Thousands, Except per Share Amounts)
|
Income (loss) attributable to TETRA stockholders, excluding special items
and discontinued operations
|
$
|
(16,067)
|
|
$
|
(3,375)
|
|
$
|
(5,896)
|
|
$
|
(6,796)
|
|
$
|
(0.06)
|
|
Severance expense
|
(73)
|
|
(15)
|
|
—
|
|
(58)
|
|
0.00
|
|
Stock warrant fair value adjustment
|
1,994
|
|
419
|
|
—
|
|
1,575
|
|
0.01
|
|
Convertible Series A preferred fair value adjustments
|
(1,358)
|
|
(285)
|
|
(981)
|
|
(92)
|
|
0.00
|
|
Prior debt issuance cost
|
(3,541)
|
|
(744)
|
|
(2,238)
|
|
(559)
|
|
0.00
|
|
Transaction costs
|
(888)
|
|
(186)
|
|
—
|
|
(702)
|
|
(0.01)
|
|
Effect of deferred tax valuation allowance and other related tax
adj.
|
—
|
|
5,310
|
|
—
|
|
(5,310)
|
|
(0.05)
|
|
Net income (loss) before discontinued operations
|
(19,933)
|
|
1,124
|
|
(9,115)
|
|
(11,942)
|
|
(0.10)
|
|
Loss from discontinued operations
|
|
|
|
(41,706)
|
|
(0.36)
|
|
Net Income (loss) attributable to TETRA stockholders, as reported
|
|
|
|
$
|
(53,648)
|
|
$
|
(0.46)
|
|
|
|
Three Months Ended
|
|
June 30, 2017
|
|
Income (loss)
before taxes
and
discontinued
operations
|
Provision
(Benefit) for
Tax
|
Noncont.
Interest
|
Net Income (Loss)
Attributable
to TETRA
Stockholders
|
Diluted EPS
|
|
(In Thousands, Except per Share Amounts)
|
Income (loss) attributable to TETRA stockholders, excluding unusual
charges
|
$
|
(14,247)
|
|
$
|
(9,541)
|
|
$
|
(6,983)
|
|
$
|
2,277
|
|
$
|
0.02
|
|
Severance expense
|
(585)
|
|
(176)
|
|
—
|
|
(409)
|
|
0.00
|
|
Stock warrant fair value adjustment
|
5,545
|
|
1,663
|
|
—
|
|
3,882
|
|
0.03
|
|
Convertible Series A preferred offering cost and fair value
adjustments
|
4,834
|
|
1,450
|
|
3,478
|
|
(94)
|
|
0.00
|
|
Software writeoff
|
(196)
|
|
(59)
|
|
(123)
|
|
(14)
|
|
0.00
|
|
Effect of deferred tax valuation allowance and other related tax
adj.
|
—
|
|
9,980
|
|
—
|
|
(9,980)
|
|
(0.09)
|
|
Net income (loss) before discontinued operations
|
(4,649)
|
|
3,317
|
|
(3,628)
|
|
(4,338)
|
|
(0.04)
|
|
Loss from discontinued operations
|
|
|
|
(6,653)
|
|
(0.06)
|
|
Net Income (loss) attributable to TETRA stockholders, as reported
|
|
|
|
$ (10,991)
|
|
$
|
(0.10)
|
|
Schedule F: Non-GAAP Reconciliation to GAAP Financials
|
|
|
Three Months Ended
|
|
June 30, 2018
|
|
Net
Income
(Loss),
as
reported
|
Tax
Provision
|
Income
(Loss)
Before
Tax, as
Reported
|
Impairments
& Special
Charges
|
Adjusted
Income
(Loss)
Before
Tax
|
Interest
Expense
|
Adjusted
Depreciation
&
Amortization
|
Equity
Comp.
Expense
|
Adjusted
EBITDA
|
|
(In Thousands)
|
Completion Fluids & Products Division
|
|
|
$
|
9,981
|
|
$
|
—
|
|
$
|
9,981
|
|
$
|
(131)
|
|
$
|
3,875
|
|
$
|
—
|
|
$
|
13,725
|
Water & Flowback Services Division
|
|
|
8,311
|
|
4,330
|
|
12,641
|
|
(1)
|
|
7,497
|
|
—
|
|
20,137
|
Compression Division
|
|
|
(8,655)
|
|
(499)
|
|
(9,154)
|
|
13,634
|
|
17,448
|
|
496
|
|
22,424
|
Eliminations and other
|
|
|
4
|
|
—
|
|
4
|
|
—
|
|
(5)
|
|
—
|
|
(1)
|
Subtotal
|
|
|
9,641
|
|
3,831
|
|
13,472
|
|
13,502
|
|
28,815
|
|
496
|
|
56,285
|
Corporate and other
|
|
|
(19,327)
|
|
2,236
|
|
(17,091)
|
|
4,877
|
|
164
|
|
2,050
|
|
(10,000)
|
TETRA excluding Discontinued Operations
|
$
|
(12,132)
|
|
$
|
2,446
|
|
$
|
(9,686)
|
|
$
|
6,067
|
|
$
|
(3,619)
|
|
$
|
18,379
|
|
$
|
28,979
|
|
$
|
2,546
|
|
$
|
46,285
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2018
|
|
Net
Income
(Loss),
as
reported
|
Tax
Provision
|
Income
(Loss)
Before
Tax, as
Reported
|
Impairments
& Special
Charges
|
Adjusted
Income
(Loss)
Before
Tax
|
Adjusted
Interest
Expense,
Net
|
Adjusted
Depreciation
&
Amortization
|
Equity
Comp.
Expense
|
Adjusted
EBITDA
|
|
(In Thousands)
|
Completion Fluids & Products Division
|
|
|
$
|
2,449
|
|
$
|
70
|
|
$
|
2,519
|
|
$
|
(233)
|
|
$
|
3,901
|
|
$
|
—
|
|
$
|
6,187
|
Water & Flowback Services Division
|
|
|
6,548
|
|
3
|
|
6,551
|
|
(15)
|
|
5,027
|
|
—
|
|
11,563
|
Compression Division
|
|
|
(14,018)
|
|
4,898
|
|
(9,120)
|
|
11,214
|
|
17,367
|
|
(604
|
|
18,857
|
Eliminations and other
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5)
|
|
—
|
|
(5)
|
Subtotal
|
|
|
(5,021)
|
|
4,971
|
|
(50)
|
|
10,966
|
|
26,290
|
|
(604
|
|
36,602
|
Corporate and other
|
|
|
(14,912)
|
|
(1,106)
|
|
(16,018)
|
|
4,007
|
|
151
|
|
1,480
|
|
(10,380)
|
TETRA excluding Discontinued Operations
|
$
|
(21,057)
|
|
$
|
1,124
|
|
$
|
(19,933)
|
|
$
|
3,865
|
|
$
|
(16,068)
|
|
$
|
14,973
|
|
$
|
26,441
|
|
$
|
876
|
|
$
|
26,222
|
|
|
|
Three Months Ended
|
|
June 30, 2017
|
|
Net
Income
(Loss),
as
reported
|
Tax
Provision
|
Income
(Loss)
Before
Tax, as
Reported
|
Impairments
& Special
Charges
|
Adjusted
Income
(Loss)
Before
Tax
|
Adjusted
Interest
Expense,
Net
|
Adjusted
Depreciation &
Amortization
|
Equity
Comp.
Expense
|
Adjusted
EBITDA
|
|
(In Thousands)
|
Completion Fluids & Products Division
|
|
|
$
|
16,616
|
|
$
|
—
|
|
$
|
16,616
|
|
$
|
27
|
|
$
|
4,107
|
|
$
|
—
|
|
$
|
20,750
|
Water & Flowback Services Division
|
|
|
(3,920)
|
|
5
|
|
(3,915)
|
|
(125)
|
|
4,362
|
|
—
|
|
322
|
Compression Division
|
|
|
(6,180)
|
|
(4,638)
|
|
(10,818)
|
|
10,184
|
|
17,204
|
|
935
|
|
17,505
|
Eliminations and other
|
|
|
4
|
|
—
|
|
4
|
|
—
|
|
(5)
|
|
—
|
|
(1)
|
Subtotal
|
|
|
6,520
|
|
(4,633)
|
|
1,887
|
|
10,086
|
|
25,668
|
|
935
|
|
38,576
|
Corporate and other
|
|
|
(11,169)
|
|
(4,966)
|
|
(16,135)
|
|
4,242
|
|
117
|
|
2,065
|
|
(9,711)
|
TETRA excluding Discontinued Operations
|
$
|
(7,966)
|
|
$
|
3,317
|
|
$
|
(4,649)
|
|
$
|
(9,599)
|
|
$
|
(14,248)
|
|
$
|
14,328
|
|
$
|
25,784
|
|
$
|
3,000
|
|
$
|
28,865
|
|
|
|
|
|
|
|
|
|
|
Schedule G: Non-GAAP Reconciliation of TETRA Net Debt
The cash and debt positions of TETRA and CSI Compressco LP as of June 30, 2018, are shown below.
TETRA and CSI Compressco LP's debt agreements are distinct and separate with no cross default provisions, no cross collateral
provisions and no cross guarantees. Management believes that the most appropriate method to analyze the debt positions of each
company is to view them separately, as noted below.
The following reconciliation of net debt is presented as a supplement to financial results prepared in accordance with
GAAP.
|
June 30, 2018
|
|
TETRA
|
|
CCLP
|
|
Consolidated
|
|
(In Millions)
|
Non-restricted cash
|
$
|
18.8
|
|
|
$
|
51.4
|
|
|
$
|
70.2
|
|
|
|
|
|
|
|
Carrying value of long-term debt:
|
|
|
|
|
|
Revolver debt outstanding
|
59.9
|
|
|
—
|
|
|
59.9
|
|
Senior Notes outstanding
|
118.3
|
|
|
632.5
|
|
|
750.8
|
|
Net debt
|
$
|
159.4
|
|
|
$
|
581.1
|
|
|
$
|
740.5
|
|
Schedule H: Non-GAAP Reconciliation to TETRA Only Adjusted Free Cash
Flow
|
|
|
Three Months Ended
|
|
June 30, 2018
|
|
March 31, 2018
|
|
June 30, 2017
|
|
(In Thousands)
|
Consolidated
|
|
|
|
|
|
Net cash provided (used) by operating activities
|
$
|
19,134
|
|
|
$
|
(31,261)
|
|
|
$
|
19,977
|
|
ARO settlements
|
—
|
|
|
—
|
|
|
23
|
|
Capital expenditures, net of sales proceeds
|
(38,318)
|
|
|
(28,816)
|
|
|
(11,451)
|
|
Consolidated adjusted free cash flow
|
(19,184)
|
|
|
(60,077)
|
|
|
8,549
|
|
|
|
|
|
|
|
CSI Compressco LP
|
|
|
|
|
|
Net cash provided by operating activities
|
(3,908)
|
|
|
(365)
|
|
|
9,533
|
|
Capital expenditures, net of sales proceeds
|
(30,223)
|
|
|
(17,039)
|
|
|
(4,262)
|
|
CSI Compressco free cash flow
|
(34,131)
|
|
|
(17,404)
|
|
|
5,271
|
|
|
|
|
|
|
|
TETRA Only
|
|
|
|
|
|
Cash from operating activities
|
23,042
|
|
|
(30,896)
|
|
|
10,444
|
|
ARO settlements
|
—
|
|
|
—
|
|
|
23
|
|
Capital expenditures, net of sales proceeds
|
(8,095)
|
|
|
(11,777)
|
|
|
(7,189)
|
|
Free cash flow before ARO settlements
|
14,947
|
|
|
(42,673)
|
|
|
3,278
|
|
Distributions from CSI Compressco LP
|
2,992
|
|
|
2,954
|
|
|
2,812
|
|
Adjusted TETRA only free cash flow *
|
17,939
|
|
|
(39,719)
|
|
|
6,090
|
|
|
|
|
* Includes the impact from discontinued operations. See schedule I to
exclude the impact from discontinued operations.
|
Schedule I: TETRA Only Adjusted Cash Flow From Continuing
Operations
|
|
|
Three Months Ended
|
|
June 30,
2018
|
|
March 31,
2018
|
|
June 30,
2017
|
|
|
|
|
|
(In Thousands)
|
TETRA Only
|
|
|
|
|
|
Cash from operating activities
|
$ 23,042
|
|
$ (30,896)
|
|
$ 10,444
|
|
|
|
|
|
|
Less: Discontinued operations operating activities (adjusted
EBITDA)(1)
|
(21)
|
|
(8,176)
|
|
(3,732)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash from continued operating activities
|
23,063
|
|
(22,720)
|
|
14,176
|
|
|
|
|
|
|
Less: Continuing operations capital expenditures(2)
|
(8,037)
|
|
(10,151)
|
|
(5,661)
|
|
|
|
|
|
|
Plus: Distributions from CSI Compressco LP
|
2,992
|
|
2,954
|
|
2,812
|
|
|
|
|
|
|
TETRA only adjusted free cash flow from continuing operations
|
$ 18,018
|
|
$ (29,917)
|
|
$ 11,327
|
|
|
|
|
|
|
|
(1) Reconciled to loss from discontinued operations as
follows:
|
Three Months Ended
|
|
June 30, 2018
|
|
March 31, 2018
|
|
June 30, 2017
|
|
|
|
|
|
(In Thousands)
|
Loss from discontinued operations
|
(21)
|
|
(41,706)
|
|
(6,653)
|
Plus: Income tax provision (benefit)
|
—
|
|
(2,327)
|
|
86
|
Plus: Depreciation & amortization
|
—
|
|
2,069
|
|
2,835
|
Plus: loss on disposal of discontinued operations
|
—
|
|
33,788
|
|
—
|
Less: Discontinued operations adjusted EBITDA
|
(21)
|
|
(8,176)
|
|
(3,732)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) Reconciled to TETRA only capital expenditures as
follows:
|
Three Months Ended
|
|
June 30, 2018
|
|
March 31, 2018
|
|
June 30, 2017
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
|
|
TETRA only capital expenditures
|
(8,095)
|
|
(11,777)
|
|
(7,189)
|
Less: Discontinued operations capital expenditures
|
(58)
|
|
(1,626)
|
|
(1,528)
|
Plus: Continuing operations capital expenditures
|
(8,037)
|
|
(10,151)
|
|
(5,661)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule J: Non-GAAP Reconciliation to Projected 2018 Adjusted
EBITDA
|
|
EBITDA Reconciliation Table for adjusted EBITDA of $170
million
|
|
|
Adjusted EBITDA(1)
|
Equity Comp Expense
|
DD&A
|
Interest Expense
|
Adj Income Before Tax
|
Impairments & Special Charges
|
Income before Tax
|
|
(In Millions)
|
Total Adjusted EBITDA
|
$ 170.0
|
$ 9.0
|
$ 112.5
|
$ 74.5
|
$ (26.0)
|
$ 9.9
|
$ (35.9)
|
|
EBITDA Reconciliation Table for adjusted EBITDA of $190
million
|
|
|
|
Adjusted EBITDA(1)
|
Equity Comp Expense
|
DD&A
|
Interest Expense
|
Adj Income Before Tax
|
Impairments & Special Charges
|
Income before Tax
|
|
(In Millions)
|
Total Adjusted EBITDA
|
$ 190.0
|
$ 9.0
|
$ 113.5
|
$ 74.5
|
$ (7.0)
|
$ 9.9
|
$ (16.9)
|
|
(1) Does not include the favorable impact to adjusted
EBITDA from approximately $2 million of used units cost of goods sold from Compression.
|
View original content with multimedia:http://www.prnewswire.com/news-releases/tetra-technologies-inc-announces-second-quarter-results-and-provides-update-to-total-year-guidance-300694581.html
SOURCE TETRA Technologies, Inc.