THE WOODLANDS, Texas, Nov. 8, 2018 /PRNewswire/ -- TETRA
Technologies, Inc. ("TETRA") (NYSE:TTI) today announced consolidated third quarter 2018 net loss per share before discontinued
operations attributable to TETRA stockholders of $0.06. This compares to consolidated net
loss of $0.05 per share before discontinued operations attributable to TETRA stockholders in the
second quarter of 2018, and earnings per share before discontinued operations attributable to TETRA stockholders of $0.03 in the third quarter of 2017.
TETRA's adjusted per share results attributable to TETRA stockholders for the third quarter of 2018, before discontinued
operations excluding special items, were net loss per share of $0.02. This compares to
adjusted earnings per share of $0.03 in the second quarter of 2018 and adjusted earnings per share
of $0.04 in the third quarter of 2017, both before discontinued operations, which exclude special
items detailed later in this news release.
Third quarter 2018 revenue before discontinued operations was $256.9 million, a decrease of 1%
from the second quarter of 2018 and an increase of 40% from the third 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.)
|
|
Third Quarter 2018 Results
|
|
Three Months Ended
|
|
September 30,
2018
|
|
June 30,
2018
|
|
September 30,
2017
|
|
(In Thousands, Except per Share Amounts)
|
Revenue
|
$
|
256,851
|
|
|
$
|
260,072
|
|
|
$
|
183,677
|
|
Loss before discontinued operations
|
(12,852)
|
|
|
(12,132)
|
|
|
(857)
|
|
Adjusted EBITDA before discontinued operations(1)
|
41,803
|
|
|
46,285
|
|
|
41,710
|
|
GAAP EPS before discontinued operations attributable to TETRA
stockholders
|
(0.06)
|
|
|
(0.05)
|
|
|
0.03
|
|
Adjusted EPS attributable to TETRA stockholders(1)
|
(0.02)
|
|
|
0.03
|
|
|
0.04
|
|
GAAP net cash provided by operating activities
|
13,760
|
|
|
19,134
|
|
|
37,395
|
|
TETRA only adjusted free cash flow from continuing
operations(1)
|
(558)
|
|
|
18,018
|
|
|
17,268
|
|
|
(1) Non-GAAP financial measures are reconciled to GAAP in the schedules
below.
|
Third Quarter Highlights include:
- Consolidated Adjusted EBITDA before discontinued operations of $41.8 million (16.3% of
revenue) decreased sequentially by $4.5 million due to the benefit in the second quarter of an
early production facility sale and seasonal Northern Europe industrial chemical sales. Profit
before taxes from continuing operations was a loss of $12.9 million.
- Water & Flowback Services Adjusted EBITDA of $15.9 million declined from $20.1 million in the second quarter primarily reflecting the benefit in the second quarter of an early
production facility sale overseas. Revenue increased sequentially in the Company's US Water & Flowback Services business
and generated Adjusted EBITDA margins above the segment margins. The Company continues to see strength in the Rockies, MidCon
and Marcellus/Utica markets. Profit before taxes was $5.8 million, 7.4% of revenue.
- Completion Fluids & Products Adjusted EBITDA of $12.5 million compares to $13.7 million in the second quarter. Improved offshore profitability (Gulf of
Mexico and international) was offset by the decline following the second quarter peak activity levels of industrial
chemical sales in Northern Europe. Profit before taxes was $8.7
million, 13.8% of revenue.
- Compression Services Adjusted EBITDA increased to $24.6 million from $22.4 million in the second quarter due to higher equipment sales and stronger after-market activity. Loss
before taxes was $7.8 million. The compression segment continues to see improving activity levels
from equipment being deployed into gathering systems, new equipment orders and backlog and higher demand for aftermarket
services. New equipment orders during the third quarter were $71 million, increasing the backlog
to $140 million. Utilization of the service fleet increased from 85.0% in the second quarter to
86.3% in the third quarter.
Stuart M. Brightman, TETRA's Chief Executive Officer, stated, "In the third quarter we saw
several of our segments perform at or above our expectations. Water & Flowback Services revenue in the United States increased sequentially on the back of stronger activity outside the Permian Basin and with
the traction we are gaining with our integrated water management offering. Offshore completion fluids revenue increased
significantly from the second quarter with stronger activity levels in the Gulf of Mexico and
internationally. Compression revenue increased sequentially by 15% on higher equipment sales and stronger aftermarket
services. These improvements only partially offset the strong second quarter that included an early production facility
sale overseas and the benefit of the seasonally strong North Europe industrial chemical
sales.
"Water & Flowback Services third quarter 2018 revenue decreased 6.1% sequentially to $78.6
million primarily due to an early production facility sale in the second quarter. Although rig count in the Permian
was up only 4% quarter on quarter, DUC's increased 19% and we experienced some shifting of customer completion schedules
which impacted our utilization for the quarter while also ramping up for Integrated projects well ahead of schedule. Our
initiative to automate and integrate the water management requirements of our customers has gained traction following the
acquisition of SwiftWater. During the third and fourth quarter, we have or will be providing an integrated solution on 11
different projects across three different basins. These integrated solutions are allowing us to differentiate ourselves and to
provide more cost effective and efficient solutions to our customers. In preparation for these activities, we incurred
costs in the third quarter to position us to capitalize on these integrated opportunities, which is contributing to the early
part of the fourth quarter running at stronger levels than early in the third quarter. In the fourth quarter we are estimating
that approximately 25% of our Permian Basin revenue will be from integrated projects.
"Completion Fluids & Products revenue was $63.1 million for the third quarter of 2018, a
decrease of 17.6% from the second quarter of 2018 following the industrial chemical sales seasonal peak in Northern Europe.
During the third quarter we experienced stronger offshore volumes in the Gulf of Mexico and
internationally than in the second quarter. The TETRA CS Neptune® completion fluid projects that were expected
for the fourth quarter have been delayed as the associated drilling programs have extended longer than anticipated by our
customers as well as their decision to batch drill and then complete. Our efforts working with Halliburton to identify
additional TETRA CS Neptune® completion fluid opportunities continues to gain traction by expanding the pipeline of
opportunities. Since last quarter two new joint Halliburton projects have moved into the customer testing and qualification phase
for their projects.
"Third quarter 2018 Compression revenue increased 15% sequentially to $115.3 million and
continues to show a strong market environment. Compression Services gross margin, which excludes depreciation, improved to
47.2% in the third quarter from 46.2% in the second quarter of 2018. New equipment orders of $71
million were received in the third quarter reflecting our customers' continued strong demand for compression to move
associated gas. Our backlog was $140 million at the end of the third quarter, up $38 million from the end of the second quarter. Compression loss before taxes for the third quarter
of 2018 was $7.8 million compared to an $8.7 million loss for the
second quarter of 2018. Adjusted EBITDA was $24.6 million in the third quarter, compared to
$22.4 million in the second quarter. On October 20, 2018, CSI
Compressco LP declared a cash distribution attributable to the third quarter of 2018 of $0.1875 per
outstanding common unit, which will be paid on November 14, 2018 to common unitholders of record as
of the close of business on November 1, 2018. The distribution coverage ratio for the third
quarter of 2018 was 1.07X."
Free Cash Flow and Balance Sheet
Consolidated net cash from operating activities for the third quarter of 2018 was $13.8
million. TETRA only adjusted free cash flow in the third quarter was a use of $558,000. Consolidated net debt was $769 million, while TETRA only net debt
was $162.7 million. At the end of the third quarter TETRA only cash on hand was $28 million.
Special items
Special items, including Discontinued Operations, incurred in the third quarter, as detailed on Schedule E, include the
following:
- $2.9 million non-cash asset impairment expense
- $1.0 million financing costs charged to expense
- $0.6 million non-cash gain for a fair value adjustment of the SwiftWater earn-out
obligation.
- $0.2 million non-cash gain for stock warrant fair value adjustments
- $0.5 million non-cash expense for the fair value adjustment of the CSI Compressco Series A
Convertible Preferred units
- $0.4 million of other expenses
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 $975 million and
$1.0 billion. We further expect consolidated Adjusted EBITDA of between $155 million and $165 million, down from the prior guidance of $170 million and $190 million. The updated Adjusted EBITDA reflects the delay of
the TETRA CS Neptune® completion fluid projects that were previously anticipated to occur in the fourth quarter of this year and
the weaker third quarter. Total year 2018 projected loss before taxes is expected to be between $45
million and $53 million, compared to the prior guidance of $16.9 and $35.9 million. Total year 2018 projected loss before taxes includes
impairments and special charges of $14.1 million.
Projected total year 2018 capital expenditures for TETRA only are expected to be between $40
million and $50 million. Total year 2018 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 break-even and $5
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, November 8, 2018, at
10:30 a.m. ET. The phone number for the call is 1-888-347-5303. 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 10115964,
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
September 30,
|
|
Nine Months Ended
September 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In Thousands, Except per Share Amounts)
|
Revenues
|
$
|
256,851
|
|
|
$
|
183,677
|
|
|
$
|
716,304
|
|
|
$
|
523,017
|
|
|
|
|
|
|
|
|
|
Cost of sales, services, and rentals
|
183,121
|
|
|
117,436
|
|
|
511,370
|
|
|
355,279
|
|
Depreciation, amortization, and accretion
|
29,460
|
|
|
25,942
|
|
|
84,880
|
|
|
78,250
|
|
Impairments of long-lived assets
|
2,940
|
|
|
—
|
|
|
2,940
|
|
|
—
|
|
Insurance recoveries
|
—
|
|
|
(2,352)
|
|
|
—
|
|
|
(2,352)
|
|
Total cost of revenues
|
215,521
|
|
|
141,026
|
|
|
599,190
|
|
|
431,177
|
|
Gross profit
|
41,330
|
|
|
42,651
|
|
|
117,114
|
|
|
91,840
|
|
|
|
|
|
|
|
|
|
General and administrative expense
|
34,446
|
|
|
29,685
|
|
|
98,866
|
|
|
85,896
|
|
Interest expense, net
|
18,894
|
|
|
14,654
|
|
|
52,246
|
|
|
42,749
|
|
Warrants fair value adjustment (income) expense
|
(179)
|
|
|
(47)
|
|
|
22
|
|
|
(11,568)
|
|
CCLP Series A Preferred Units fair value adjustment (income)
expense
|
498
|
|
|
(1,137)
|
|
|
1,344
|
|
|
(4,340)
|
|
Litigation arbitration award income
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,816)
|
|
Other (income) expense, net
|
619
|
|
|
(425)
|
|
|
7,203
|
|
|
811
|
|
Loss before taxes and discontinued operations
|
(12,948)
|
|
|
(79)
|
|
|
(42,567)
|
|
|
(8,892)
|
|
Provision (benefit) for income taxes
|
(96)
|
|
|
778
|
|
|
3,474
|
|
|
4,176
|
|
Loss before discontinued operations
|
(12,852)
|
|
|
(857)
|
|
|
(46,041)
|
|
|
(13,068)
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
Income (loss) from discontinued operations (including 2018 loss on disposal
of $33.8 million), net of taxes
|
796
|
|
|
(481)
|
|
|
(40,931)
|
|
|
(14,141)
|
|
Net loss
|
(12,056)
|
|
|
(1,338)
|
|
|
(86,972)
|
|
|
(27,209)
|
|
Loss attributable to noncontrolling interest
|
5,120
|
|
|
4,483
|
|
|
20,423
|
|
|
16,900
|
|
Income (loss) attributable to TETRA stockholders
|
$
|
(6,936)
|
|
|
$
|
3,145
|
|
|
$
|
(66,549)
|
|
|
$
|
(10,309)
|
|
|
|
|
|
|
|
|
|
Basic per share information:
|
|
|
|
|
|
|
|
Income (loss) before discontinued operations attributable to TETRA
stockholders
|
$
|
(0.06)
|
|
|
$
|
0.03
|
|
|
$
|
(0.21)
|
|
|
$
|
0.03
|
|
Income (loss) from discontinued operations attributable to TETRA
stockholders
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.33)
|
|
|
$
|
(0.12)
|
|
Net income (loss) attributable to TETRA stockholders
|
$
|
(0.06)
|
|
|
$
|
0.03
|
|
|
$
|
(0.54)
|
|
|
$
|
(0.09)
|
|
Weighted average shares outstanding
|
125,689
|
|
114,563
|
|
123,557
|
|
114,375
|
|
|
|
|
|
|
|
|
Diluted per share information:
|
|
|
|
|
|
|
|
Income (loss) before discontinued operations attributable to TETRA
stockholders
|
$
|
(0.06)
|
|
|
$
|
0.03
|
|
|
$
|
(0.21)
|
|
|
$
|
0.03
|
|
Income (loss) from discontinued operations attributable to TETRA
stockholders
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
$
|
(0.33)
|
|
|
$
|
(0.12)
|
|
Net income (loss) attributable to TETRA stockholders
|
$
|
(0.06)
|
|
|
$
|
0.03
|
|
|
$
|
(0.54)
|
|
|
$
|
(0.09)
|
|
Weighted average shares outstanding
|
125,689
|
|
|
114,569
|
|
123,557
|
|
|
114,375
|
|
Schedule B: Financial Results By Segment (Unaudited)
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
(In Thousands)
|
Revenues by segment:
|
|
|
|
|
|
|
|
Completion Fluids & Products Division
|
$
|
63,073
|
|
|
$
|
71,323
|
|
|
$
|
192,733
|
|
|
$
|
201,546
|
|
Water & Flowback Services Division
|
78,568
|
|
|
41,048
|
|
|
223,289
|
|
|
110,313
|
|
Compression Division
|
115,261
|
|
|
71,611
|
|
|
300,607
|
|
|
212,482
|
|
Eliminations and other
|
(51)
|
|
|
(305)
|
|
|
(325)
|
|
|
(1,324)
|
|
Total revenues
|
$
|
256,851
|
|
|
$
|
183,677
|
|
|
$
|
716,304
|
|
|
$
|
523,017
|
|
|
|
|
|
|
|
|
|
Gross profit (loss) by segment:
|
|
|
|
|
|
|
|
Completion Fluids & Products Division
|
$
|
13,129
|
|
|
$
|
26,415
|
|
|
$
|
34,211
|
|
|
$
|
60,104
|
|
Water & Flowback Services Division
|
11,522
|
|
|
5,348
|
|
|
41,556
|
|
|
7,350
|
|
Compression Division
|
16,847
|
|
|
11,015
|
|
|
41,820
|
|
|
24,711
|
|
Corporate overhead and eliminations
|
(168)
|
|
|
(127)
|
|
|
(473)
|
|
|
(325)
|
|
Total gross profit
|
$
|
41,330
|
|
|
$
|
42,651
|
|
|
$
|
117,114
|
|
|
$
|
91,840
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes by segment:
|
|
|
|
|
|
|
|
Completion Fluids & Products Division
|
$
|
8,713
|
|
|
$
|
21,398
|
|
|
$
|
21,143
|
|
|
$
|
57,486
|
|
Water & Flowback Services Division
|
5,809
|
|
|
2,088
|
|
|
20,668
|
|
|
(3,098)
|
|
Compression Division
|
(7,844)
|
|
|
(7,014)
|
|
|
(30,517)
|
|
|
(27,527)
|
|
Corporate overhead and eliminations
|
(19,626)
|
|
|
(16,551)
|
|
|
(53,861)
|
|
|
(35,753)
|
|
Total income (loss) before taxes
|
$
|
(12,948)
|
|
|
$
|
(79)
|
|
|
$
|
(42,567)
|
|
|
$
|
(8,892)
|
|
|
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)
|
|
|
September 30, 2018
|
|
December 31, 2017
|
|
(In Thousands)
|
Balance Sheet:
|
|
|
|
Cash (excluding restricted cash)
|
$
|
53,899
|
|
|
$
|
26,128
|
|
Accounts receivable, net
|
188,830
|
|
|
144,051
|
|
Inventories
|
150,638
|
|
|
115,438
|
|
Assets of discontinued operations
|
1,301
|
|
|
34,879
|
|
Other current assets
|
19,794
|
|
|
17,858
|
|
PP&E, net
|
845,181
|
|
|
809,432
|
|
Long-term assets of discontinued operations
|
—
|
|
|
86,255
|
|
Other assets
|
132,596
|
|
|
74,573
|
|
Total assets
|
$
|
1,392,239
|
|
|
$
|
1,308,614
|
|
|
|
|
|
Liabilities of discontinued operations
|
$
|
3,570
|
|
|
$
|
25,688
|
|
Other current liabilities
|
178,886
|
|
|
148,026
|
|
Long-term debt (1)
|
822,905
|
|
|
629,855
|
|
Asset retirement obligations, net of current portion
|
12,014
|
|
|
11,738
|
|
CCLP Series A Preferred
|
36,944
|
|
|
61,436
|
|
Warrant liability
|
13,224
|
|
|
13,202
|
|
Long-term liability of discontinued operations
|
—
|
|
|
48,225
|
|
Other long-term liabilities
|
18,507
|
|
|
17,883
|
|
Equity
|
306,189
|
|
|
352,561
|
|
Total liabilities and equity
|
$
|
1,392,239
|
|
|
$
|
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
asset-based credit agreement and term credit agreement, 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.
|
September 30, 2018
|
|
December 31, 2017
|
|
(In Thousands)
|
TETRA
|
|
|
|
Asset-Based Credit Agreement
|
$
|
8,301
|
|
|
$
|
—
|
|
Term Credit Agreement
|
182,124
|
|
|
—
|
|
Bank revolving line of credit facility
|
—
|
|
|
—
|
|
TETRA 11% Senior Note
|
—
|
|
|
117,679
|
|
TETRA total debt
|
190,425
|
|
|
117,679
|
|
Less current portion
|
—
|
|
|
—
|
|
TETRA total long-term debt
|
$
|
190,425
|
|
|
$
|
117,679
|
|
|
|
|
|
CSI Compressco LP
|
|
|
|
Bank Credit Facility
|
$
|
—
|
|
|
$
|
223,985
|
|
New Credit Agreement
|
—
|
|
|
—
|
|
7.25% Senior Notes
|
289,391
|
|
|
288,191
|
|
7.50% Senior Notes
|
343,089
|
|
|
—
|
|
Total debt
|
632,480
|
|
|
512,176
|
|
Less current portion
|
—
|
|
|
—
|
|
CCLP total long-term debt
|
$
|
632,480
|
|
|
$
|
512,176
|
|
Consolidated total long-term debt
|
$
|
822,905
|
|
|
$
|
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 before discontinued operations 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 before discontinued operations (and Adjusted EBITDA before discontinued operations 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 before discontinued operations (and Adjusted EBITDA before
discontinued operations 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
|
|
September 30, 2018
|
|
Income (loss)
before taxes
and
discontinued
operations
|
Provision
(Benefit) for
Tax
|
Noncont.
Interest
|
Net Income
Attributable
to TETRA
Stockholders
|
Diluted EPS
|
|
(In Thousands, Except per Share Amounts)
|
Income (loss) attributable to TETRA stockholders, excluding special items
and discontinued operations
|
$
|
(8,823)
|
|
$
|
(1,854)
|
|
$
|
(4,646)
|
|
$
|
(2,323)
|
|
$
|
(0.02)
|
|
Stock warrant fair value adjustment
|
179
|
|
38
|
|
—
|
|
141
|
|
0.00
|
|
Convertible Series A preferred fair value adjustments
|
(498)
|
|
(105)
|
|
(362)
|
|
(31)
|
|
0.00
|
|
Other costs and expenses
|
(426)
|
|
(89)
|
|
(112)
|
|
(225)
|
|
0.00
|
|
Earnout Adjustment
|
600
|
|
126
|
|
—
|
|
474
|
|
0.00
|
|
Financing costs
|
(1,040)
|
|
(218)
|
|
—
|
|
(822)
|
|
(0.01)
|
|
Asset Impairment
|
(2,940)
|
|
(617)
|
|
—
|
|
(2,323)
|
|
(0.02)
|
|
Effect of deferred tax valuation allowance and other related tax
adj.
|
—
|
|
2,623
|
|
—
|
|
(2,623)
|
|
(0.02)
|
|
Net income (loss) before discontinued operations
|
(12,948)
|
|
(96)
|
|
(5,120)
|
|
(7,732)
|
|
(0.06)
|
|
Income from Discontinued operations
|
|
|
|
796
|
|
0.00
|
|
Net Income (loss) attributable to TETRA stockholders, as reported
|
|
|
|
$
|
(6,936)
|
|
$
|
(0.06)
|
|
|
|
Three Months Ended
|
|
June 30, 2018
|
|
Income (loss)
before taxes
and
discontinued
operations
|
Provision
(Benefit) for
Tax
|
Noncont.
Interest
|
Net Income
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
|
|
Other costs and expenses
|
(40)
|
|
(8)
|
|
—
|
|
(32)
|
|
0.00
|
|
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
|
|
September 30, 2017
|
|
Income
(Loss) Before
Tax
|
Provision
(Benefit) for
Tax
|
Noncont.
Interest
|
Net Income
Attributable
to TETRA
Stockholders
|
Diluted EPS
|
|
(In Thousands, Except per Share Amounts)
|
Income (loss) attributable to TETRA stockholders, excluding unusual
charges
|
$
|
(656)
|
|
$
|
(79)
|
|
$
|
(4,931)
|
|
$
|
4,354
|
|
$
|
0.04
|
|
Severance expense
|
(24)
|
|
(7)
|
|
(5)
|
|
(12)
|
|
0.00
|
|
Stock warrant fair value adjustment
|
47
|
|
14
|
|
—
|
|
33
|
|
0.00
|
|
Convertible Series A preferred offering cost and fair value
adjustments
|
1,137
|
|
341
|
|
824
|
|
(28)
|
|
0.00
|
|
ERP implementation costs
|
(583)
|
|
(175)
|
|
(371)
|
|
(37)
|
|
0.00
|
|
Effect of deferred tax valuation allowance and other related tax
adj.
|
—
|
684
|
|
—
|
(684)
|
|
(0.01)
|
|
Net income (loss) before discontinued operations
|
(79)
|
|
778
|
|
(4,483)
|
|
3,626
|
|
0.03
|
|
Loss from Discontinued Operations
|
|
|
|
(481)
|
|
0.00
|
|
Net Income (loss) attributable to TETRA stockholders, as reported
|
|
|
|
$ 3,145
|
|
$
|
0.03
|
|
Schedule F: Non-GAAP Reconciliation to GAAP Financials
|
|
|
Three Months Ended
|
|
September 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
|
|
|
Completion Fluids & Products Division
|
|
|
$
|
8,713
|
|
$
|
—
|
|
$
|
8,713
|
|
$
|
(70)
|
|
$
|
3,846
|
|
$
|
—
|
|
$
|
12,489
|
|
Water & Flowback Services Division
|
|
|
5,809
|
|
2,340
|
|
8,149
|
|
5
|
|
7,765
|
|
—
|
|
15,919
|
|
Compression Division
|
|
|
(7,844)
|
|
675
|
|
(7,169)
|
|
13,690
|
|
17,682
|
|
367
|
|
24,570
|
|
Eliminations and other
|
|
|
5
|
|
—
|
|
5
|
|
1
|
|
(5)
|
|
—
|
|
1
|
|
Subtotal
|
|
|
6,683
|
|
3,015
|
|
9,698
|
|
13,626
|
|
29,288
|
|
367
|
|
52,979
|
|
Corporate and other
|
|
|
(19,631)
|
|
1,111
|
|
(18,520)
|
|
5,268
|
|
172
|
|
1,904
|
|
(11,176)
|
|
TETRA excluding Discontinued Operations
|
$
|
(12,852)
|
|
$
|
(96)
|
|
$
|
(12,948)
|
|
$
|
4,126
|
|
$
|
(8,822)
|
|
$
|
18,894
|
|
$
|
29,460
|
|
$
|
2,271
|
|
$
|
41,803
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
September 30, 2017
|
|
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
|
|
|
Completion Fluids & Products Division
|
|
|
$
|
21,398
|
|
$
|
12
|
|
$
|
21,410
|
|
$
|
(8)
|
|
$
|
4,055
|
|
$
|
—
|
|
$
|
24,457
|
|
Water & Flowback Services Division
|
|
|
2,088
|
|
—
|
|
2,088
|
|
(47)
|
|
4,400
|
|
—
|
|
6,441
|
|
Compression Division
|
|
|
(7,014)
|
|
(545)
|
|
(7,559)
|
|
10,811
|
|
17,361
|
|
261
|
|
20,874
|
|
Eliminations and other
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4)
|
|
—
|
|
(4)
|
|
Subtotal
|
|
|
16,472
|
|
(533)
|
|
15,939
|
|
10,756
|
|
28,812
|
|
261
|
|
52,768
|
|
Corporate and other
|
|
|
(16,551)
|
|
(47)
|
|
(16,598)
|
|
3,898
|
|
130
|
|
1,512
|
|
(11,058)
|
|
TETRA excluding Discontinued Operations
|
$
|
(857)
|
|
$
|
778
|
|
$
|
(79)
|
|
$
|
(580)
|
|
$
|
(659)
|
|
$
|
14,654
|
|
$
|
25,942
|
|
$
|
1,773
|
|
$
|
41,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule G: Non-GAAP Reconciliation of TETRA Net Debt
The cash and debt positions of TETRA and CSI Compressco LP as of September 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.
|
September 30, 2018
|
|
TETRA
|
|
CCLP
|
|
Consolidated
|
|
(In Millions)
|
Non-restricted cash
|
$
|
27.7
|
|
|
$
|
26.2
|
|
|
$
|
53.9
|
|
|
|
|
|
|
|
Carrying value of long-term debt:
|
|
|
|
|
|
Asset-Based Credit Agreement
|
8.3
|
|
|
—
|
|
|
8.3
|
|
Term Credit Agreement
|
182.1
|
|
|
—
|
|
|
182.1
|
|
Senior Notes outstanding
|
—
|
|
|
632.5
|
|
|
632.5
|
|
Net debt
|
$
|
162.7
|
|
|
$
|
606.3
|
|
|
$
|
769.0
|
|
Schedule H: Non-GAAP Reconciliation to TETRA Only Adjusted Free Cash
Flow
|
|
|
Three Months Ended
|
|
September 30,
2018
|
|
June 30, 2018
|
|
September 30,
2017
|
|
(In Thousands)
|
Consolidated
|
|
|
|
|
|
Net cash provided by operating activities
|
$
|
13,760
|
|
|
$
|
19,134
|
|
|
$
|
37,395
|
|
ARO settlements
|
—
|
|
|
—
|
|
|
53
|
|
Capital expenditures, net of sales proceeds
|
(39,172)
|
|
|
(38,318)
|
|
|
(11,538)
|
|
Consolidated adjusted free cash flow
|
$ (25,412)
|
|
|
$ (19,184)
|
|
|
$ 25,910
|
|
|
|
|
|
|
|
CSI Compressco LP
|
|
|
|
|
|
Net cash provided (used) by operating activities
|
$ 10,789
|
|
|
$ (3,908)
|
|
|
$ 13,218
|
|
Capital expenditures, net of sales proceeds
|
(30,902)
|
|
|
(30,223)
|
|
|
(2,236)
|
|
CSI Compressco free cash flow
|
$ (20,113)
|
|
|
$ (34,131)
|
|
|
$ 10,982
|
|
|
|
|
|
|
|
TETRA Only
|
|
|
|
|
|
Cash from operating activities
|
$ 2,971
|
|
|
$ 23,042
|
|
|
$ 24,177
|
|
ARO settlements
|
—
|
|
|
—
|
|
|
53
|
|
Capital expenditures, net of sales proceeds
|
(8,270)
|
|
|
(8,095)
|
|
|
(9,302)
|
|
Free cash flow before ARO settlements
|
(5,299)
|
|
|
14,947
|
|
|
14,928
|
|
Distributions from CSI Compressco LP
|
3,037
|
|
|
2,992
|
|
|
2,890
|
|
Adjusted TETRA only free cash flow
|
$ (2,262)
|
|
|
$ 17,939
|
|
|
$ 17,818
|
|
|
* 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
|
|
September 30,
2018
|
|
June 30,
2018
|
|
September 30,
2017
|
|
|
|
|
|
(In Thousands)
|
TETRA Only
|
|
|
|
|
|
Cash from operating activities
|
$ 2,971
|
|
$ 23,042
|
|
$ 24,177
|
|
|
|
|
|
|
Less: Discontinued operations operating activities (adjusted
EBITDA)(1)
|
(1,704)
|
|
(21)
|
|
2,796
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash from continued operating activities
|
4,675
|
|
23,063
|
|
21,381
|
|
|
|
|
|
|
Less: Continuing operations capital expenditures(2)
|
(8,270)
|
|
(8,037)
|
|
(7,003)
|
|
|
|
|
|
|
Plus: Distributions from CSI Compressco LP
|
3,037
|
|
2,992
|
|
2,890
|
|
|
|
|
|
|
TETRA only adjusted free cash flow from continuing operations
|
$ (558)
|
|
$ 18,018
|
|
$ 17,268
|
|
(1) Reconciled to loss from discontinued operations as
follows:
|
Three Months Ended
|
|
|
September 30,
2018
|
|
June 30,
2018
|
|
September 30,
2017
|
|
|
|
|
|
|
|
(In Thousands)
|
|
Income (Loss) from discontinued operations
|
796
|
|
(21)
|
|
(481)
|
|
Plus: Income tax provision
|
—
|
|
—
|
|
19
|
|
Plus: Depreciation & amortization
|
—
|
|
—
|
|
3,258
|
|
Less: non recurring legal settlement payment
|
2,500
|
|
—
|
|
—
|
|
Less: Discontinued operations adjusted EBITDA
|
(1,704)
|
|
(21)
|
|
2,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) Reconciled to TETRA only capital expenditures as
follows:
|
Three Months Ended
|
|
|
September 30,
2018
|
|
June 30,
2018
|
|
September 30,
2017
|
|
|
|
|
|
|
|
(In Thousands)
|
|
|
|
|
|
|
|
|
TETRA only capital expenditures
|
(8,270)
|
|
(8,095)
|
|
(9,302)
|
|
Less: Discontinued operations capital expenditures
|
—
|
|
(58)
|
|
(2,299)
|
|
Plus: Continuing operations capital expenditures
|
(8,270)
|
|
(8,037)
|
|
(7,003)
|
Schedule J: Non-GAAP Reconciliation to Projected 2018 Adjusted
EBITDA
|
|
EBITDA Reconciliation Table for Adjusted EBITDA of $155
million
|
|
Adjusted
EBITDA
|
Equity
Comp
Expense
|
DD&A
|
Interest
Expense
|
Adj Income
Before Tax
|
Impairments
& Special
Charges
|
Income
(Loss)
Before Tax
|
|
(In Millions)
|
Total Adjusted EBITDA
|
$ 155.0
|
$ 9.0
|
$ 110.5
|
$ 74.5
|
$ (39.0)
|
$ 14.1
|
$ (53.1)
|
|
|
EBITDA Reconciliation Table for Adjusted EBITDA of $165
million
|
|
Adjusted
EBITDA
|
Equity
Comp
Expense
|
DD&A
|
Interest
Expense
|
Adj Income
Before Tax
|
Impairments
& Special
Charges
|
Income
(Loss)
Before Tax
|
|
(In Millions)
|
Total Adjusted EBITDA
|
$ 165.0
|
$ 9.0
|
$ 112.5
|
$ 74.5
|
$ (31.0)
|
$ 14.1
|
$ (45.1)
|
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SOURCE TETRA Technologies, Inc.