Loading data...
TETRA Technologies, Inc. Announces Fourth Quarter And Full Year 2019 Results

THE WOODLANDS, Texas, Feb. 27, 2020 /PRNewswire/ -- TETRA Technologies, Inc. ("TETRA" or the "Company") (NYSE:TTI) today announced consolidated net loss before discontinued operations of $114 million in the fourth quarter 2019, compared to a loss of $9 million in the third quarter of 2019 and income of $3 million in the fourth quarter of 2018.  Net loss per share before discontinued operations attributable to TETRA shareholders during the fourth quarter was $0.91, compared to a loss of $0.06 in the third quarter of 2019 and income of $0.04 in the fourth quarter of 2018. 

TETRA's adjusted per share earnings before discontinued operations and excluding special items(1), was $0.03 in the fourth quarter, compared to a loss of $0.02 in the third quarter 2019 and a loss of $0.01 in the fourth quarter of 2018.

Fourth quarter 2019 revenue was $259 million, an increase of 5% over the third quarter of 2019 but a decrease of 8% compared to the fourth quarter of 2018.  Total year 2019 revenue was $1.038 billion, an increase of 4% over 2018.

Adjusted EBITDA(1) on a consolidated basis was $55 million in the fourth quarter, up 18% from $46 million in the third quarter reflecting the benefit of a TETRA CS Neptune® completion fluids ("CS Neptune") project and overall strong completion fluids sales in international markets, partially offset by weaker U.S. land Water & Flowback Services activity.  Profit (loss) before tax margin for the fourth quarter was negative 43.9% compared to a negative 3.0% for the third quarter.  Fourth quarter results were impacted by $117 million non-cash expense for fixed assets, intangibles and goodwill impairments.  Adjusted EBITDA on a consolidated basis as a percentage of revenue ("Adjusted EBITDA margin")(1) improved to 21.0%, up from 18.8% in the third quarter of 2019. 

Brady M. Murphy, TETRA's Chief Executive Officer, stated, "We ended the year in a very challenging energy services market with our best quarterly financial performance in over four years as reflected in Adjusted EBITDA, driven by the CS Neptune project in the Gulf of Mexico, continued strong international offshore completion fluid activity and near record Adjusted EBITDA from our Compression segment.  While North America land drilling and completion activity saw a sharp decline in the fourth quarter of 2019 as evidenced by the rig count declining approximately 25% from year-end 2018, our vertically integrated business model in Completion Fluids & Products and in Compression plus our diverse business portfolio including offshore and international markets, helped us navigate this difficult environment. Our strategy to differentiate in areas where we compete is evident in our fourth quarter results and, coupled with continued capital discipline, has allowed us to achieve this strong performance.  

"Our fourth quarter results reflect great progress on our key objectives, which we have highlighted during our previous calls.  Our technology leadership in high-end completion fluids combined with our long-term key supply agreements helped us deliver one of the strongest quarters for our Completion Fluids & Products business based on our key financial measures.  We continue to grow our international offshore business with the award of three major non-CS Neptune completion fluids projects in Asia-Pacific, West Africa and Brazil that are scheduled for completion in 2020. We are currently in various stages of testing and qualification of CS Neptune for seven different potential customer projects. 

"Our Water and Flowback Services business is challenged with a more difficult market environment, but we continue to make progress with our strategic initiatives.  We previously announced the introduction of our latest sand separation technology which we have branded as "SandStormTM".  During a major operator trial in the fourth quarter, the SandStormTM system achieved greater than 95% sand removal efficiency, compared to the more traditional sand cyclones removal efficiency of roughly 50%. Upon completion of the trial we were immediately awarded a large service project in the Permian Basin, which we are deploying in the first quarter of this year.  Despite a sequential revenue reduction of 20% from the third quarter to the fourth quarter, in line with overall completion activity, we increased the number of integrated water management projects to a record of 28 during the quarter as we continue to gain market share and customer acceptance with this solution.  While we expect this segment to be challenged at least through the first half of 2020 given our expectations that operators' capital budgets will be down 10% to 15% year-over-year, we feel confident that we can continue to perform well in this market given our investments in and deployments of technology that create differentiation. 

"Our fourth quarter Compression segment results demonstrated the continued growing strength of our compression business.  The fourth quarter loss before tax of $1.3 million compares to a loss before tax of $3.5 million in the third quarter of 2019.  Adjusted EBITDA of $32.6 million for the fourth quarter was a sequential improvement of $1.3 million and only $0.2 million less than our record high accomplished in the second quarter of 2019. Profit (loss) before tax margin for the fourth quarter was negative 1.0% compared to a negative 3.0% for the third quarter.  This represents a 26.4% Adjusted EBITDA margin, underpinned by 90% equipment utilization, essentially flat from a record level of 90.1% in the third quarter of 2019. While the U.S. onshore market continues to experience volatility and natural gas prices have fallen below $2.00/Mcf, this business delivered very strong results.  Almost 90% of our deployed compression services equipment in the fourth quarter was directed towards centralized gas lift applications for liquids or single well artificial lift applications for the growing inventory of late-life horizontal wells.  Customers continue to trend more and more towards utilizing centralized gas lift as a cost effective and efficient means to drive liquids production, which drives demand for our equipment. While customer drilling activity and new well capital expenditures are expected to decrease in 2020, we see these applications continuing to grow.

"During the fourth quarter, consolidated cash provided by operations was $5.3 million and TETRA only adjusted free cash flow from continuing operations(1) was $1.0 million, which was below our expectations due to the  delays in collection of key receivables, including a CS Neptune receivable, and other notable completion fluid sales that occurred in the fourth quarter 2019. These key receivables, which were collected in the first two weeks of January, will positively impact the first quarter 2020 TETRA only adjusted free cash flow from continuing operations, offsetting the weaker than expected fourth quarter free cash flow.  TETRA only liquidity at the end of 2019 improved approximately $28 million from the date of our last 10-K filing in March, 2019 and our first quarter 2020 TETRA only adjusted free cash flow from continuing operations is expected to improve by more than $25 million over first quarter 2019.  TETRA only liquidity is defined as unrestricted cash on hand plus availability under our revolving credit facility.  No reconciliation of the forecasted TETRA only adjusted free cash flow from continuing operations in the first quarter of 2020 to the nearest GAAP measure is included in this release because the reconciliation would require presenting forecasted information for CSI Compressco that is not otherwise publicly disclosed.       

(1)

These financial measures are not in accordance with generally accepted accounting principles in the United States ("GAAP").  Please see Schedules E, F, G, H. I, J and K for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures. 

A summary of key financial metrics for the fourth quarter is as follows: 

Fourth Quarter 2019 Results


Three Months Ended


December 31,
2019


September 30,
2019


December 31,
2018


(In Thousands, Except per Share Amounts)

Revenue

$

259,462



$

245,947



$

282,471


Income (loss) before discontinued operations

(114,333)



(9,079)



3,316


Adjusted EBITDA before discontinued operations(2)

54,532



46,157



46,609


GAAP EPS before discontinued operations attributable to TETRA stockholders

(0.91)



(0.06)



0.04


Adjusted EPS attributable to TETRA stockholders(2)

0.03



(0.02)



(0.01)


GAAP net cash provided (used) by operating activities

5,250



46,605



44,953


TETRA only adjusted free cash flow from continuing operations(2)

$

982



$

9,749



$

15,598




(2)

These financial measures are not in accordance with generally accepted accounting principles in the United States ("GAAP"). Please see Schedules E, F, G, H, I and J for the reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure.)

Operating Segments

Completion Fluids & Products Division

Completion Fluids & Products revenue was $79 million in the fourth quarter of 2019, an increase of 32% from the third quarter of 2019 aided by the completion of the CS Neptune project and very strong international offshore fluid sales.  Completion Fluids & Products reported a loss before taxes of $66.1 in the fourth quarter of 2019 and profit (loss) before tax margin of negative 84.1%, which included a previously announced $91 million non-cash impairment to our El Dorado, Arkansas facility, which produces calcium chloride.  Excluding the impairment, Completion Fluids & Products Division Adjusted income before taxes was $25.4 million, or 32.3% of revenue.  Adjusted EBITDA of $27.7 million increased by $13.6 million sequentially and Adjusted EBITDA margin was 35.2%, an 1150 basis point improvement sequentially. 

Water & Flowback Services Division

Water & Flowback Services fourth quarter 2019 revenue decreased 21% sequentially to $57.3 million.  Water & Flowback Services loss before tax was $28.4 million, which included a non-cash goodwill impairment and other special charges of $26.3 million.  Adjusted loss before tax(1) was $2.1 million, resulting in Adjusted profit (loss) before tax margin of negative 3.7%(1).  Adjusted EBITDA decreased $5.6 million sequentially to $5.6 million. While results in this division declined primarily due to challenging U.S. land market conditions that impacted the entire oil and gas industry, this division performed well relative to our expectations. 

Compression Division

Fourth quarter Compression revenue increased 9% from the third quarter of 2019 driven by strong year-end equipment sales and aftermarket services.  Compression services gross margins were 51.5%, a 170 basis points decrease from the third quarter of 2019.  Overall fleet utilization was 90.0%, compared to 90.1% at the end of the third quarter.  As of December 31, 2019, total active operating horsepower was 1,059,590, a sequential improvement of over 16,200 horsepower that was all large horsepower additions targeted a centralized gas lift application. Compression Division net loss before taxes was $1.3 million, a $2.2 million improvement sequentially.  Fourth quarter 2019 Adjusted EBITDA of $32.6 million increased 4% from the third quarter of 2019 primarily due to stronger aftermarket and higher equipment sales.  We received new equipment orders of $4 million in the fourth quarter.  New equipment sales backlog was $36 million at December 31, 2019, compared to $63 million at the end of the previous quarter.  While we continue to see a healthy pipeline of new unit sales opportunities, several large orders which we expected to receive in the fourth quarter of 2019 or early 2020 have now been pushed towards the second half of 2020.  

Free Cash Flow and Balance Sheet

Consolidated net cash from operating activities for the fourth quarter of 2019 was $5.3 million and for the full year was $90.2 million.  Payments from several large projects that were expected before year-end were delayed into the first two weeks of January of 2020.  As a result, TETRA only adjusted free cash flow from continuing operations for 2019 was a use of cash of $21 million, which includes funding approximately $15 million of equipment that TETRA bought and leased to CSI Compressco, supporting their high return opportunities.  Had the payments from those large projects been received a few days earlier, we would have achieved positive TETRA only adjusted free cash flow from continuing operations for the full year 2019. TETRA only adjusted free cash flow from continuing operations in the fourth quarter 2019 was $1.0 million.  Consolidated total debt was $843 million while consolidated net debt(1) was $825 million, with TETRA only net debt(1) of $189 million (see Schedules H and I for reconciliations of these non-GAAP financial measures).  At the end of the fourth quarter TETRA only non-restricted cash was $15.3 million

Special items

Special items, including Discontinued Operations, incurred in the fourth quarter, as detailed on Schedule F, include the following:

  • $117 million non-cash expense for fixed assets/intangible and goodwill impairment, including $91 million for the previously announced El Dorado calcium chloride plant
  • $0.6 million non-cash gain for TETRA stock warrant fair value adjustment
  • $0.5 million of restructuring expenses and severances and other charges

Additionally, a normalized tax rate of 21% is reflected in Adjusted Net Income, as shown on Schedule F.

A summary of key financial metrics for the full year of 2019 and 2018 is as follows:

Total 2019 Results


Twelve months ended


December 31,
2019


December 31,
2018


(In Thousands, Except per Share Amounts)



Revenue

$

1,037,933



$

998,775


Loss before discontinued operations

(150,287)



(42,725)


Adjusted EBITDA(3)

187,144



160,918


GAAP EPS before discontinued operations attributable to TETRA stockholders

(1.09)



(0.16)


Adjusted diluted EPS attributable to TETRA stockholders(3)

(0.05)



(0.05)


Consolidated net cash provided (used) by operating activities

90,232



46,586


TETRA only adjusted free cash flow from continuing operations(3)

$

(21,072)



$

3,101




(3)

Non-GAAP financial measures are reconciled to GAAP in the schedules below.

Conference Call

TETRA will host a conference call to discuss these results today, February 27, 2020, at 10:30 a.m. ET. The phone number for the call is 1-888-347-5303. The conference call will also be available by live audio webcast and may be accessed through the Company's website at www.tetratec.com. A replay of the conference call will be available at 1-877-344-7529 conference number 10138609, for one week following the conference call and the archived webcast will be available through the Company's website for thirty days following the conference call.

Investor Contact

For further information: Elijio Serrano, CFO, TETRA Technologies, Inc., The Woodlands, Texas, Phone: 281.367.1983, www.tetratec.com

Financial Statements, Schedules and Non-GAAP Reconciliation Schedules (Unaudited)

Schedule A: Consolidated Income Statement
Schedule B: Financial Results By Segment
Schedule C: Consolidated Balance Sheet
Schedule D: Long-Term Debt
Schedule E: Statement Regarding Use of Non-GAAP Financial Measures
Schedule F: Special Items
Schedule G: Non-GAAP Reconciliation to GAAP Financials
Schedule H: Non-GAAP Reconciliation of TETRA Net Debt
Schedule I: Non-GAAP Reconciliation to TETRA Only Adjusted Free Cash Flow
Schedule J: Non-GAAP Reconciliation to TETRA Only Adjusted Cash Flow From Continuing Operations
Schedule K: Non-GAAP Reconciliation to TETRA Adjusted EBITDA Margins and Adjusted Income Before Tax Margins

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.

Cautionary Statement Regarding Forward Looking Statements

This news release includes certain statements that are deemed to be forward-looking statements. Generally, the use of words such as "may," "see," "expectation," "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 expected customer drilling activity and capital spending for 2020 and 2021, 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 Reports on Form 10-K, 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 
 December 31,


Twelve Months Ended
December 31,


2019


2018


2019


2018


(In Thousands, Except per Share Amounts)

Revenues

$

259,462



$

282,471



$

1,037,933



$

998,775










Cost of sales, services, and rentals

174,774



206,561



728,483



717,931


Depreciation, amortization, and accretion

30,914



30,045



124,226



114,925


Impairments and other charges

91,890



681



95,196



3,621


Insurance recoveries

(379)





(1,771)




Total cost of revenues

297,199



237,287



946,134



836,477


Gross profit

(37,737)



45,184



91,799



162,298










General and administrative expense

34,249



33,580



139,747



132,446


Goodwill impairment

25,784





25,784




Interest expense, net

18,176



18,700



73,230



70,946


(Gain) loss on sales of assets

(750)



(275)



(2,333)



(729)


Warrants fair value adjustment (income) expense

(589)



(11,151)



(1,624)



(11,129)


CCLP Series A Preferred Units fair value adjustment (income) expense



(2,077)



1,309



(733)


Other (income) expense, net

(760)



266



(191)



7,923


Income (loss) before taxes and discontinued operations

(113,847)



6,141



(144,123)



(36,426)


Provision (benefit) for income taxes

486



2,825



6,164



6,299


Income (Loss) before discontinued operations

(114,333)



3,316



(150,287)



(42,725)


Discontinued operations:








Loss from discontinued operations, net of taxes

(312)



(584)



(10,213)



(41,515)


Net income (loss)

(114,645)



2,732



(160,500)



(84,240)


Less: net (income) loss attributable to noncontrolling interest

814



2,200



13,087



22,623


Net income (loss) attributable to TETRA stockholders

$

(113,831)



$

4,932



$

(147,413)



$

(61,617)










Basic per share information:








Income (loss) before discontinued operations attributable to TETRA stockholders

$

(0.91)



$

0.04



$

(1.09)



$

(0.16)


Income (loss) from discontinued operations attributable to TETRA stockholders

0.00



0.00



(0.08)



(0.34)


Net income (loss) attributable to TETRA stockholders

$

(0.91)



$

0.04



$

(1.17)



$

(0.50)


Weighted average shares outstanding

125,541



125,717



125,600



124,101










Diluted per share information:








Income (loss) before discontinued operations attributable to TETRA stockholders

$

(0.91)



$

0.04



$

(1.09)



$

(0.16)


Income (loss) from discontinued operations attributable to TETRA stockholders

0.00



0.00



(0.08)



(0.34)


Net income (loss) attributable to TETRA stockholders

$

(0.91)



$

0.04



$

(1.17)



$

(0.50)


Weighted average shares outstanding

125,541



125,789



125,600



124,101


 

Schedule B: Financial Results By Segment (Unaudited)



Three Months Ended

 December 31,


Twelve Months Ended

 December 31,


2019


2018


2019


2018


(In Thousands)

Revenues by segment:








Completion Fluids & Products Division

$

78,567



$

64,675



$

279,255



$

257,408


Water & Flowback Services Division

57,343



79,783



281,986



303,072


Compression Division

123,552



138,066



476,692



438,673


Eliminations and other



(53)





(378)


Total revenues

$

259,462



$

282,471



$

1,037,933



$

998,775










Gross profit (loss) by segment:








Completion Fluids & Products Division

$

(61,687)



$

14,464



$

(15,034)



$

48,675


Water & Flowback Services Division

2,881



13,691



27,458



55,247


Compression Division

21,188



17,197



79,992



59,017


Eliminations and other

(119)



(168)



(617)



(641)


Total gross profit

$

(37,737)



$

45,184



$

91,799



$

162,298










Income (loss) before taxes by segment:








Completion Fluids & Products Division

$

(66,087)



$

9,480



$

(33,969)



$

30,623


Water & Flowback Services Division

(28,442)



8,044



(21,173)



28,712


Compression Division

(1,266)



(3,280)



(16,014)



(33,797)


Eliminations and other

(18,052)



(8,103)



(72,967)



(61,964)


Total income (loss) before taxes

$

(113,847)



$

6,141



$

(144,123)



$

(36,426)


Please note that the above results by Segment include special charges and expenses. Please see Schedule F for details of those special charges and expenses.

Schedule C: Consolidated Balance Sheet (Unaudited)






December 31, 2019


December 31, 2018


(In Thousands)

Balance Sheet:




Cash (excluding restricted cash)

$

17,704



$

40,038


Accounts receivable, net

176,513



187,592


Inventories

136,510



143,571


Assets of discontinued operations



1,354


Note receivable, including accrued interest



7,544


Other current assets

20,627



20,592


PP&E, net

758,637



853,931


Other assets

161,931



130,905


Total assets

$

1,271,922



$

1,385,527






Liabilities of discontinued operations

$

2,098



$

4,145


Other current liabilities

186,625



196,206


Long-term debt (1)

842,871



815,560


Long-term portion of asset retirement obligations

12,762



12,202


CCLP Series A Preferred



27,019


Warrants liability

449



2,073


Operating lease liabilities

53,919




Other long-term liabilities

10,372



15,573


Equity

162,826



312,749


Total liabilities and equity

$

1,271,922



$

1,385,527




(1)

Please see Schedule D for the individual debt obligations of TETRA and CSI Compressco LP.

Schedule D: Long-Term Debt (Unaudited)

TETRA Technologies Inc. and its subsidiaries, other than CSI Compressco LP and its subsidiaries, are obligated under an asset-based bank 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 asset-based bank credit agreement and two series of senior notes, neither of which are obligations of TETRA and its other subsidiaries. Amounts presented are net of deferred financing costs.


December 31, 2019


December 31, 2018


(In Thousands)

TETRA




Asset-based credit agreement

$



$


Term credit agreement

204,633



182,547


TETRA total debt

204,633



182,547


Less current portion




TETRA total long-term debt

$

204,633



$

182,547






CSI Compressco LP




CCLP Credit Agreement

2,622




7.25% Senior Notes

291,444



289,797


7.50% Senior Secured Notes

344,172



343,216


Total debt

638,238



633,013


Less current portion




CCLP total long-term debt

$

638,238



$

633,013


Consolidated total long-term debt

$

842,871



$

815,560


Schedule E: Statement Regarding Use of Non-GAAP Financial Measures

In addition to financial results determined in accordance with GAAP, this press release may include the following non-GAAP financial measures for the Company: net debt; adjusted consolidated and segment income (loss) before taxes and special charges; adjusted diluted earnings (loss) per share before discontinued operations; consolidated and segment adjusted EBITDA; net income (loss) before taxes, Adjusted income (loss) before tax, Adjusted income (loss) before tax as a % of revenue,  TETRA only adjusted free cash flow and TETRA only free cash flow from continuing operations; and segment adjusted EBITDA as a percent of revenue ("Adjusted EBITDA margin").  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 certain non-cash charges and non-recurring adjustments. Adjusted EBITDA before discontinued operations (and Adjusted EBITDA margin) 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.

Adjusted income before tax is defined as earnings (loss) before interest, taxes, impairments and certain non-cash charges and non-recurring adjustments.  Adjusted income before tax (and Adjusted income before tax as a percent of revenue or Adjusted income before tax margin which is Adjusted income before tax divided by revenue) is used by management as a supplemental financial measure to assess the financial performance of the Company's normalized profitability while excluding any unusual, non-recurring items and tax benefits or detriment.

TETRA only adjusted free cash flow is a non-GAAP measure that the Company defines as cash from TETRA's operations, 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.

TETRA only adjusted free cash flow and TETRA only adjusted free cash flow from continuing operations do not necessarily imply residual cash flow available for discretionary expenditures, as they exclude 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 F: Special Items (unaudited)




Three Months Ended


December 31, 2019


Income
(Loss) Before
Tax

Provision
(Benefit) for
Tax

Noncont.
Interest

Net Income
Attributable to
TETRA
Stockholders

EPS


(In Thousands, Except per Share Amounts)

Income (loss) attributable to TETRA stockholders, excluding special items and discontinued operations

$

3,574


$

752


$

(814)


$

3,636


$

0.03


Stock Warrant fair value adjustment

588


123



465


0.00


Earnout Adjustment

200


42



158


0.00


Lee Plant Facility Vandalism

202


42



160


0.00


Transaction Expense

(185)


(39)



(146)


0.00


Impairments and other charges

(91,890)


(19,297)



(72,593)


(0.58)


Goodwill Impairment

(25,784)


(5,415)



(20,369)


(0.16)


Restructuring charges

(552)


(116)



(436)


0.00


Effect of deferred tax valuation allowance and other related tax adjustments


24,394



(24,394)


(0.19)


Net income (loss) before discontinued operations

(113,847)


486


(814)


(113,519)


(0.91)


Loss from discontinued operations




(312)


0.00


Net Income (loss) attributable to TETRA stockholders, as reported




$

(113,831)


$

(0.91)









Three Months Ended


September 30, 2019


Income
(Loss) Before
Tax

Provision
(Benefit) for
Tax

Noncont.
Interest

Net Income
Attributable to
TETRA
Stockholders

EPS


(In Thousands, Except per Share Amounts)

Income (loss) attributable to TETRA stockholders, excluding special items and discontinued operations

$

(4,143)


$

(871)


$

(354)


$

(2,918)


$

(0.02)


Stock Warrant fair value adjustment

(78)


(16)



(62)


0.00


5% Cash Redemption on CCLP Series A Preferred

(341)


(72)


(238)


(31)


0.00


Lee Plant Facility Vandalism

736


155



581


0.00


Transaction Expense

(643)


(135)


(152)


(356)


0.00


Severance

(339)


(71)


(70)


(198)


0.00


Bad debt

(1,844)


(387)


(1,057)


(400)


0.00


Impairments and other charges

(848)


(178)


(507)


(163)


0.00


Effect of deferred tax valuation allowance and other related tax adjustments


3,154



(3,154)


(0.03)


Net income (loss) before discontinued operations

(7,500)


1,579


(2,378)


(6,701)


(0.06)


Loss from discontinued operations




(9,130)


(0.07)


Net Income (loss) attributable to TETRA stockholders, as reported










$

(15,831)


$

(0.13)


 


Three Months Ended


December 31, 2018


Income
(Loss) Before
Tax

Provision
(Benefit) for
Tax

Noncont.
Interest

Net Income
Attributable to
TETRA
Stockholders

EPS


(In Thousands, Except per Share Amounts)

Income (loss) attributable to TETRA stockholders, excluding special items and discontinued operations

$

(3,822)


$

(803)


$

(1,909)


$

(1,110)


$

(0.01)


Stock Warrant fair value adjustment

11,150


2,342



8,808


0.07


Convertible Series A preferred fair value adjustments

2,077


436


1,662


(21)


0.00


Other costs and expenses

(773)


(162)



(611)


0.00


Earnout adjustment

300


63



237


0.00


Sales tax adjustment

(2,110)


(443)


(1,476)


(191)


0.00


Intangible Impairment

(681)


(143)


(477)


(61)


0.00


Effect of deferred tax valuation allowance and other related tax adjustments


1,535



(1,535)


(0.01)


Net income (loss) before discontinued operations

6,141


2,825


(2,200)


5,516


0.04


Loss from discontinued operations




(584)


0.00


Net Income (loss) attributable to TETRA stockholders, as reported




$

4,932


$

0.04


 


Twelve Months Ended


December 31, 2019


Income
(Loss)
Before Tax

Provision
(Benefit) for
Tax

Noncont.
Interest

Net Income
Attributable
to TETRA
Stockholders

EPS


(In Thousands, Except per Share Amounts)

Income (loss) attributable to TETRA stockholders, excluding special items and discontinued operations

$

(17,955)


$

(3,765)


$

(7,649)


$

(6,541)


$

(0.05)


Stock Warrant fair value adjustment

1,624


341



1,283


0.01


Convertible Series A preferred fair value adjustments

(1,309)


(279)


(1,408)


378


0.00


5% Cash Redemption on CCLP Series A Preferred

(1,259)


(265)


(974)


(20)


0.00


Earnout adjustment

1,000


210



790


0.01


Lee Plant Facility Vandalism

691


145



546


0.00


Lee Plant Asset Impairment

(146)


(31)



(115)


0.00


CEO Retirement

(1,843)


(387)



(1,456)


(0.01)


Transaction Expense

(1,204)


(253)


(320)


(631)


(0.01)


Inventory Adjustment

(153)


(32)


(68)


(53)


0.00


Asset Impairment

(95,050)


(19,960)


(1,541)


(73,549)


(0.59)


Severance

(339)


(71)


(70)


(198)


0.00


Bad Debt

(1,844)


(387)


(1,057)


(400)


0.00


Goodwill Impairment

(25,784)


(5,415)



(20,369)


(0.16)


Restructuring charges

(552)


(116)



(436)


0.00


Effect of Deferred Tax Valuation Allowance and other related tax adjustments


36,429



(36,429)


(0.29)


Net Income (loss) before discontinued operations

(144,123)


6,164


(13,087)


(137,200)


(1.09)


Loss from discontinued operations




(10,213)


(0.08)


Net Income (loss) attributable to TETRA stockholders, as reported




$

(147,413)


$

(1.17)















Twelve Months Ended


December 31, 2018


Income
(Loss)
Before Tax

Provision
(Benefit) for
Tax

Noncont.
Interest

Net Income
Attributable
to TETRA
Stockholders

EPS


(In Thousands, Except per Share Amounts)

Income (loss) attributable to TETRA stockholders, excluding special items and discontinued operations

$

(32,334)


$

(6,734)


$

(19,044)


$

(6,556)


$

(0.05)


Severance expense

(116)


(24)


(9)


(83)


0.00


Stock Warrant fair value adjustment

11,129


2,338


1,662


7,129


0.06


Convertible Series A preferred fair value adjustments

733


154


(929)


1,508


0.01


Prior debt issuance costs

(3,541)


(744)


(2,238)


(559)


0.00


Other costs and expenses

(2,126)


(445)


(112)


(1,569)


(0.01)


Earnout adjustment

(3,400)


(714)



(2,686)


(0.02)


Financing costs

(1,040)


(218)



(822)


(0.01)


Sales tax adjustment

(2,110)


(443)


(1,476)


(191)


0.00


Asset Impairment

(3,621)


(760)


(477)


(2,384)


(0.02)


Effect of deferred tax valuation allowance and other related tax adjustments


13,889



(13,889)


(0.11)


Net Income (loss) before discontinued operations

(36,426)


6,299


(22,623)


(20,102)


(0.16)


Loss from discontinued operations




(41,515)


(0.34)


Net Income (loss) attributable to TETRA stockholders, as reported




$

(61,617)


$

(0.50)








 

Schedule G: Non-GAAP Reconciliation to GAAP Financials (Unaudited)


Three Months Ended

December 31, 2019


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



$

(66,086)


$

91,482


$

25,396


$

(167)


$

2,454


$


$

27,683


Water & Flowback Services Division



(28,441)


26,343


(2,098)


5


7,717



5,624


Compression Division



(1,265)



(1,265)


12,894


20,618


320


32,567


Eliminations and other



5



5



(4)



1


Subtotal



(95,787)


117,825


22,038


12,732


30,785


320


65,875


Corporate and other



(18,060)


(403)


(18,463)


5,444


129


1,547


(11,343)


TETRA excluding Discontinued Operations

$

(114,333)


$

486


$

(113,847)


$

117,422


$

3,575


$

18,176


$

30,914


$

1,867


$

54,532














Three Months Ended


September 30, 2019


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



$

11,318


$

(736)


$

10,582


$

(216)


$

3,676


$


$

14,042


Water & Flowback Services Division



2,578


76


2,654


(2)


8,568



11,220


Compression Division



(3,464)


3,597


133


12,869


18,459


(211)


31,250


Eliminations and other



(1)



(1)



(3)



(4)


Subtotal



10,431


2,937


13,368


12,651


30,700


(211)


56,508


Corporate and other



(17,931)


379


(17,552)


5,495


167


1,539


(10,351)


TETRA excluding Discontinued Operations

$

(9,079)


$

1,579


$

(7,500)


$

3,316


$

(4,184)


$

18,146


$

30,867


$

1,328


$

46,157














Three Months Ended


December 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

Depreciation
&
Amortization

Adjusted
Equity
Comp.
Expense

Adjusted
EBITDA


(In Thousands)

Completion Fluids & Products Division



$

9,480


$


$

9,480


$

(164)


$

3,723


$


$

13,039


Water & Flowback Services Division



8,043


(300)


7,743


10


8,151



15,904


Compression Division



(3,282)


714


(2,568)


13,367


18,004


380


29,183


Eliminations and other



4



4



(4)




Subtotal



14,245


414


14,659


13,213


29,874


380


58,126


Corporate and other



(8,104)


(10,377)


(18,481)


5,487


171


1,306


(11,517)


TETRA excluding Discontinued Operations

$

3,316


$

2,825


$

6,141


$

(9,963)


$

(3,822)


$

18,700


$

30,045


$

1,686


$

46,609


 


Twelve Months Ended


December 31, 2019


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



$

(33,969)


$

91,140


$

57,171


$

(720)


$

13,518


$


$

69,969


Water & Flowback Services Division



(21,173)


25,619


4,446


(1)


33,424



37,869


Compression Division



(16,014)


8,814


(7,200)


51,974


76,663


1,064


122,501


Eliminations and other



14



14



(14)




Subtotal



(71,142)


125,573


54,431


51,253


123,591


1,064


230,339


Corporate and other



(72,981)


111


(72,870)


21,977


635


7,063


(43,195)


TETRA excluding Discontinued Operations

$

(150,287)


$

6,164


$

(144,123)


$

125,684


$

(18,439)


$

73,230


$

124,226


$

8,127


$

187,144














Twelve Months Ended


December 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

Depreciation &
Amortization

Adjusted
Equity
Comp.
Expense

Adjusted
EBITDA


(In Thousands)

Completion Fluids & Products Division



$

30,623


$

70


$

30,693


$

(599)


$

15,345


$


$

45,439


Water & Flowback Services Division



28,712


6,373


35,085



28,439



63,524


Compression Division



(33,797)


5,788


(28,009)


51,905


70,500


639


95,035


Eliminations and other



11



11



(17)



(6)


Subtotal



25,549


12,231


37,780


51,306


114,267


639


203,992


Corporate and other



(61,975)


(8,137)


(70,112)


19,640


658


6,740


(43,074)


TETRA excluding Discontinued Operations

$

(42,725)


$

6,299


$

(36,426)


$

4,094


$

(32,332)


$

70,946


$

114,925


$

7,379


$

160,918












Schedule H: Non-GAAP Reconciliation of TETRA Net Debt (Unaudited)

The cash and debt positions of TETRA and CSI Compressco LP as of December 31, 2019, are shown below. TETRA and CSI Compressco LP's debt agreements are distinct and separate with no cross-default provisions.  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.


December 31, 2019


TETRA


CCLP


Consolidated


(In Millions)

Non-restricted cash

$

15.3



$

2.4



$

17.7








Carrying value of long-term debt:






Asset-Based Credit Agreement



2.6



2.6


Term Credit Agreement

204.6





204.6


Senior Notes outstanding



635.6



635.6


Net debt

$

189.3



$

635.8



$

825.1


 

Schedule I: Non-GAAP Reconciliation to TETRA Only Adjusted Free Cash Flow (Unaudited) 



Three Months Ended


Twelve Months Ended


Dec 31,
2019


Sep 30,
2019


Dec 31,
2018


Dec 31,
2019


Dec 31,
2018


(In Thousands)

Consolidated










Net cash provided (used) by operating activities

$

5,250



$

46,605



$

44,953



$

90,232



$

46,586


ARO settlements





35





35


Capital expenditures, net of sales proceeds

(8,348)



(27,650)



(34,487)



(95,388)



(140,793)


Consolidated adjusted free cash flow

(3,098)



18,955



10,501



(5,156)



(94,172)












CSI Compressco LP










Net cash provided by operating activities

(90)



27,444



23,605



67,696



30,121


Capital expenditures, net of sales proceeds

(4,320)



(20,867)



(25,325)



(64,773)



(103,489)


CSI Compressco free cash flow

(4,410)



6,577



(1,720)



2,923



(73,368)












TETRA Only










Cash from operating activities

5,340



19,161



21,348



22,536



16,465


ARO settlements





35





35


Investment in CCLP Compressors

(810)



(2,830)





(14,782)




Capital expenditures, net of sales proceeds

(4,028)



(6,783)



(9,162)



(30,615)



(37,304)


Free cash flow before ARO settlements

502



9,548



12,221



(22,861)



(20,804)


Distributions from CSI Compressco LP

168



169



3,087



674



12,070


Adjusted free cash flow

670



9,717



15,308



(22,187)



(8,734)


 

Schedule J: Non-GAAP Reconciliation to TETRA Only Adjusted Cash Flow From Continuing Operations (Unaudited)



Three Months Ended


Twelve Months Ended


Dec 31, 2019


Sep 30, 2019


Dec 31, 2018


Dec 31, 2019


Dec 31, 2018

TETRA Only










Cash from operating activities

5,340



19,161



21,348



22,536



16,465


Less: Discontinued operations operating activities (adjusted EBITDA)

(312)



(32)



(325)



(1,115)



(10,184)


Cash from continued operating activities

5,652



19,193



21,673



23,651



26,649


Less: Continuing operations capital expenditures

(4,028)



(6,783)



(9,162)



(30,615)



(35,618)


Less: Investment in CCLP Compressors

(810)



(2,830)





(14,782)




Plus: Distributions from CSI Compressco LP

168



169



3,087



674



12,070


TETRA only adjusted free cash flow from continuing operations

982



9,749



15,598



(21,072)



3,101


 

Schedule K: Non-GAAP Reconciliation to TETRA Adjusted EBITDA Margins and Adjusted Income (Loss) before tax margins (Unaudited)




Three Months Ended


Twelve Months Ended



Dec 31,
2019


Sep 30,
2019


Dec 31,
2018


Dec 31, 2019


Dec 31, 2018



(In Thousands)
















Consolidated











Revenue


$

259,462



$

245,947



$

282,471



$

1,037,933



$

998,775


Income (Loss) Before Tax


(113,847)



(7,500)



6,141



(144,123)



(36,426)


Adjusted income (loss) before tax (Schedule G)


3,575



(4,184)



(3,822)



(18,724)



(32,332)


Adjusted EBITDA (Schedule G)


54,532



46,157



46,609



187,144



160,918


Income (Loss) Before Tax Margin


(43.9)

%


(3.0)

%


2.2

%


(13.9)

%


(3.6)

%

Adjusted Income (Loss) Before Tax Margin


1.4

%


(1.7)

%


(1.4)

%


(1.8)

%


(3.2)

%

Adjusted EBITDA Margin


21.0

%


18.8

%


16.5

%


18.0

%


16.1

%












Completion Fluids & Products











Revenue


$

78,567



$

59,340



$

64,675



$

279,255



$

257,408


Income Before Tax


(66,087)



11,318



9,480



(33,969)



30,623


Adjusted income before tax (Schedule G)


25,396



10,582



9,480



57,171



30,693


Adjusted EBITDA (Schedule G)


27,683



14,042



13,039



69,969



45,439


Income (Loss) Before Tax Margin


32.3

%


19.1

%


14.7

%


(12.2)

%


11.9

%

Adjusted Income (Loss) Before Tax Margin


(84.1)

%


17.8

%


14.7

%


20.5

%


11.9

%

Adjusted EBITDA Margin


35.2

%


23.7

%


20.2

%


25.1

%


17.7

%












Water & Flowback Services











Revenue


$

57,343



$

72,841



$

79,783



$

281,986



$

303,072


Income Before Tax


(28,442)



2,578



8,044



(21,173)



28,712


Adjusted income before tax (Schedule G)


(2,098)



2,654



7,743



4,161



35,085


Adjusted EBITDA (Schedule G)


5,624



11,220



15,904



37,584



63,524


Income (Loss) Before Tax Margin


(49.6)

%


3.5

%


10.1

%


(7.5)

%


9.5

%

Adjusted Income (Loss) Before Tax Margin


(3.7)

%


3.6

%


9.7

%


1.5

%


11.6

%

Adjusted EBITDA Margin


9.8

%


15.4

%


19.9

%


13.3

%


21.0

%












Compression











Revenue


$

123,552



$

113,766



$

138,066



$

476,692



$

438,673


Income Before Tax


(1,266)



(3,464)



(3,280)



(16,014)



(33,797)


Adjusted Income Before Tax (Schedule G)


(1,265)



133



(2,568)



(7,200)



(28,009)


Adjusted EBITDA (Schedule G)


32,567



31,250



29,183



122,501



95,035


Income (Loss) Before Tax Margin


(1.0)

%


(3.0)

%


(2.4)

%


(3.4)

%


(7.7)

%

Adjusted Income (Loss) Before Tax Margin


(1.0)

%


0.1

%


(1.9)

%


(1.5)

%


(6.4)

%

Adjusted EBITDA Margin


26.4

%


27.5

%


21.1

%


25.7

%


21.7

%

 

TETRA Technologies, Inc. logo. (PRNewsFoto/TETRA Technologies, Inc.)

 

SOURCE TETRA Technologies, Inc.