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TETRA Technologies, Inc. Announces Fourth Quarter And Full Year 2018 Results

THE WOODLANDS, Texas, Feb. 28, 2019 /PRNewswire/ -- TETRA Technologies, Inc. ("TETRA" or the "Company") (NYSE:TTI) today announced consolidated fourth quarter 2018 earnings per share before discontinued operations attributable to TETRA stockholders of $0.04.  This compares to a consolidated net loss of $0.06 per share before discontinued operations attributable to TETRA stockholders in the third quarter of 2018, and a consolidated net loss per share before discontinued operations attributable to TETRA stockholders of $0.22 in the fourth quarter of 2017.

TETRA's adjusted per share results attributable to TETRA stockholders for the fourth quarter of 2018(1), before discontinued operations and excluding special items, was a net loss per share of $0.01.  This compares to an adjusted loss per share of $0.02 in the third quarter of 2018(1) and adjusted loss per share of $0.03 in the fourth quarter of 2017(1), before discontinued operations and excluding special items.

Fourth quarter 2018 revenue before discontinued operations was $282 million, an increase of 10% over the third quarter of 2018 and 41% over the fourth quarter of last year.

Total year 2018 revenue before discontinued operations was $999 million, an increase of 38% over 2017.

(1)

Adjusted earnings/loss per share is not a generally accepted accounting principle in the United States ("GAAP"). Please see Schedule F for the reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure.)

   

 Fourth Quarter 2018 Results

 

Three Months Ended

 

December 31, 2018

 

September 30, 2018

 

December 31, 2017

 

(In Thousands, Except per Share Amounts)

Revenue before discontinued operations

$

282,471

   

$

256,851

   

$

200,081

 

Income (Loss) before discontinued operations

3,316

   

(12,852)

   

(31,726)

 

Adjusted EBITDA before discontinued operations(2)

46,609

   

41,803

   

29,635

 

GAAP EPS before discontinued operations attributable to TETRA stockholders

0.04

   

(0.06)

   

(0.22)

 

Adjusted EPS attributable to TETRA stockholders(2)

(0.01)

   

(0.02)

   

(0.03)

 

GAAP net cash provided by operating activities

44,953

   

13,760

   

27,761

 

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

$

15,598

   

$

(558)

   

$

4,361

 

 

Total 2018 Results

 

Twelve Months Ended

 

December 31, 2018

 

December 31, 2017

 

(In Thousands, Except per Share Amounts)

Revenue before discontinued operations

$

998,775

   

$

723,098

 

Net loss before discontinued operations

(42,725)

   

(44,794)

 

Adjusted EBITDA before discontinued operations(2)

160,918

   

122,066

 

GAAP EPS before discontinued operations attributable to TETRA stockholders

(0.16)

   

(0.19)

 

Adjusted EPS attributable to TETRA stockholders(2)

(0.05)

   

(0.14)

 

GAAP net cash provided by operating activities

46,586

   

64,595

 

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

$

3,101

   

$

24,455

 
   

(2)

These measures are not presented in accordance with GAAP. Please see the accompanying schedules for the reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures.

Fourth Quarter Highlights include:

  • Consolidated profit before taxes and before discontinued operations was $6.1 million, a $19.1 million sequential improvement. Consolidated Adjusted EBITDA before discontinued operations of $46.6 million (16.5% of revenue) increased sequentially by $4.8 million primarily due to much stronger results in our Compression segment, which benefitted from one of the strongest new equipment sales quarters in its history.
  • Water & Flowback Services profit before taxes was $8.0 million, 10.1% of revenue. Adjusted EBITDA of $15.9 million was unchanged from the third quarter despite a year-end slowdown in activity by many operators. Revenue increased sequentially by $1.2 million. Adjusted EBITDA margins were 19.9% in the fourth quarter compared to 20.3% in the third quarter 2018.
  • Completion Fluids & Products profit before taxes was $9.5 million, 14.7% of revenue. Adjusted EBITDA of $13.0 million compares to $12.5 million in the third quarter, driven by strong Gulf of Mexico and international offshore activity.
  • Compression net loss before taxes was $3.3 million. Adjusted EBITDA increased to $29.2 million from $24.6 million in the third quarter due to one of the highest new equipment sales quarters in the segment's history and stronger after-market activity. The Compression segment continues to see improving activity levels from service equipment being deployed into gathering and centralized gas lift systems and higher demand for aftermarket services. Utilization of the service fleet increased from 86.3% at the end of the third quarter to 86.6% at the end of the fourth quarter.
  • Completed an acquisition in the Water & Flowback segment in the Appalachian region to increase our water management offerings and balance out our production testing business there, further boosting our integrated projects strategy.

 

Stuart M. Brightman, TETRA's Chief Executive Officer, stated, "In the fourth quarter we saw several of our segments perform at or above our expectations, which was encouraging given the challenges our industry experienced as oil prices declined to the low $40s/bbl range and from Permian Basin take away constraints.  Water & Flowback Services revenue in the United States increased sequentially led by strong Permian and Mid-Con activity.  We continue to make progress and gain traction with our integrated water management offerings and are very pleased with the traction we are gaining by bundling our multiple service offerings with automation.  US offshore completion fluids revenue increased significantly and had the strongest quarter of the year.  Compression revenue increased sequentially by 20% on higher new equipment sales and stronger aftermarket services.  We do not expect new equipment sales to continue early in 2019 at the fourth quarter levels, but given the lead time necessary to fabricate new equipment, we already have in the backlog the vast majority of new equipment sales that we expect to recognize in 2019.

 

"Water & Flowback Services fourth quarter 2018 revenue increased 1.5% sequentially to $79.8 million primarily due to strong Permian and Mid-Con activity, while the rest of the lower 48 slightly declined as customers exhausted their budgets or scaled back activity for the holidays.  Although quarter on quarter the rig count was only up modestly, the inventory of drilled but uncompleted wells (DUC's) continued to increase at a faster pace, especially in the Permian where they increased 18% since September 2018 according to the EIA.  While some customers scaled back in December for the holidays, others continued through the end of the year and into January.  Despite the slower completion activity in the fourth quarter, we continue to gain momentum and market share by integrating and automating our water management solutions. We are now providing more than 16 different integrated solution projects across multiple basins, up from 11 that we reported in the prior quarter. These integrated solutions are allowing us to differentiate ourselves and to provide more cost effective and efficient solutions to our customers. When fully implemented, these systems can reduce wellsite personnel requirements by up to 40%.  In the fourth quarter, we expanded these offerings into a fourth region and had at least one integrated project in each of the Permian, Appalachian, Mid-Con and the Rockies regions.  In December, we completed an acquisition in this segment that broadens our footprint in the Appalachian region and is expected to provide our customers an enhanced, more efficient, diverse and strategically positioned portfolio of integrated water management services in the Marcellus and Utica basins.  That acquisition was almost completely integrated within two months of closing and has already generated revenue and earnings above our initial expectations.  The purchase price included $7.7 million at closing, funded from cash on hand and a $1.5 million earn-out to be paid in 2019 upon the attainment of certain financial targets.

"Completion Fluids & Products revenue was $64.7 million for the fourth quarter of 2018, an increase of 2.5% from the third quarter of 2018 driven by strong offshore fluids sales.  During the fourth quarter, we experienced stronger completion fluid sales volumes in the Gulf of Mexico and internationally offshore than in previous quarters in 2018.  On our conference call last quarter, we reported that the TETRA CS Neptune® completion fluid projects anticipated for the fourth quarter of 2018 were pushed into 2019.  One of the anticipated projects was not completed by our customer as the customer decided to cancel the completion phase of the well.  The drilling phase of the second project continues but usage of the TETRA CS Neptune® fluids will be dependent on the formation pressures encountered and the completion would likely not be before the second half of 2019.  We are also currently in advanced discussions for a Gulf of Mexico project scheduled for this year and believe that the downhole pressures will require TETRA CS Neptune® completion fluid as the solution.  Beyond 2019 we are in discussions with two other major Gulf of Mexico deepwater operators for their lower tertiary development projects. These lower tertiary development projects will likely require our generation three TETRA CS Neptune® fluid, capable of achieving a density of
17 lbs/gallon.  The third generation technology is increasing the number of TETRA CS Neptune® completion fluid applications by significantly widening the downhole pressure window and we continue to make strides in the development of this solution as well as in testing it with our customers.

"Our overall pipeline for the TETRA CS Neptune® completion fluid projects continues to build and our relationship with Halliburton to identify additional TETRA CS Neptune® completion fluid opportunities continues to gain traction. 

"Fourth quarter 2018 Compression revenue increased 19.8% sequentially to $138.1 million, reflecting a strong market environment.  Compression and related services gross margin was 43.6%.  Compression and related services gross margins excluding the impact of a tax contingency of $2.1 million was 47.1% (see Schedule K for reconciliation of this non-GAAP financial measure), which decreased slightly from the third quarter due to slightly higher labor and inventory-related costs.  New equipment orders of $18.0 million were received in the fourth quarter while total orders received in 2018 were $188 million.  Our new equipment sales backlog was $105.2 million at the end of the fourth quarter, a decrease of $35 million from the end of the third quarter, which is primarily a function of strong equipment sales in the fourth quarter. We expect to deliver all of the backlog by year-end 2019. Compression loss before taxes for the fourth quarter of 2018 was $3.3 million compared to a $7.8 million loss for the third quarter of 2018.  Adjusted EBITDA was $29.2 million in the fourth quarter, compared to $24.6 million in the third quarter.  On December 20, 2018, CSI Compressco LP, a partially owned subsidiary (the "Partnership"), announced plans to reduce the quarterly common unit distribution for the fourth quarter from the $0.1875 per unit ($0.75 per unit per year) previously paid to $0.01 per unit ($0.04 per unit per year) for up to the following four quarters.  The Partnership's intention is to review this reduction in the distribution in the second half of 2019.  The Partnership intends to use the savings from the reduced distributions to cash redeem the remaining outstanding Series A Convertible Preferred Units to avoid diluting the Partnership's existing common unit holders as a result of the low trading price of the common units despite a strong earnings environment and outlook.  On January 22, 2019, the Partnership declared a cash distribution attributable to the fourth quarter of 2018 of $0.01 per outstanding common unit, which was paid on February 14, 2019 to common unitholders of record as of the close of business on February 1, 2019.  The distribution coverage ratio for the fourth quarter of 2018 was 28x.The Partnership's goal as stated at the May 31, 2018 investor conference in New York City continues to be to improve its EBITDA leverage ratio from the current levels to 4.5x or below and it believes it is making progress towards that goal."

Free Cash Flow and Balance Sheet

Consolidated net cash from operating activities for the fourth quarter of 2018 was $45.0 million.  TETRA only adjusted free cash flow in the fourth quarter was $15.3 million.  Consolidated net debt was $775.5 million, while TETRA only net debt was $158.3 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 $24.2 million.  

Special items

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

  • $11.2 million non-cash gain for TETRA stock warrant fair value adjustment
  • $2.1 million non-cash gain for the fair value adjustment of CSI Compressco's Series A Convertible Preferred Units
  • $0.8 million of transaction expenses related to acquisition activities
  • $0.3 million non-cash expense for a fair value adjustment of the SwiftWater earn-out obligation
  • $2.1 million expense for CSI Compressco non-income tax contingency
  • $0.7 million non-cash expense for fixed assets/intangible impairment and other charges

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

Conference Call

TETRA will host a conference call to discuss these results today, February 28, 2019, 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 10127858, 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
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 Compression and Related Services Gross Profit and Gross Margin Excluding the Impact of Tax Contingency

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 2019, including levels of CSI Compressco's 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 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,

 

2018

 

2017

 

2018

 

2017

 

(In Thousands, Except per Share Amounts)

Revenues

$

282,471

   

$

200,081

   

$

998,775

   

$

723,098

 
               

Cost of sales, services, and rentals

206,561

   

142,852

   

717,931

   

498,131

 

Depreciation, amortization, and accretion

30,045

   

25,803

   

114,925

   

104,053

 

Impairments and other charges

681

   

14,876

   

3,621

   

14,876

 

Insurance recoveries

   

   

   

(2,352)

 

Total cost of revenues

237,287

   

183,531

   

836,477

   

614,708

 

Gross profit

45,184

   

16,550

   

162,298

   

108,390

 
               

General and administrative expense

33,580

   

29,518

   

132,446

   

115,414

 

Interest expense, net

18,700

   

14,497

   

70,946

   

57,246

 

Warrants fair value adjustment (income) expense

(11,151)

   

6,267

   

(11,129)

   

(5,301)

 

CCLP Series A Preferred fair value adjustment

(2,077)

   

1,365

   

(733)

   

(2,975)

 

Litigation arbitration award (income)

   

   

   

(12,816)

 

Other (income) expense, net

(9)

   

54

   

7,194

   

865

 

Income (loss) before taxes and discontinued operations

6,141

   

(35,151)

   

(36,426)

   

(44,043)

 

Provision for income taxes

2,825

   

(3,425)

   

6,299

   

751

 

Income (Loss) before discontinued operations

3,316

   

(31,726)

   

(42,725)

   

(44,794)

 

Discontinued operations:

             

Loss from discontinued operations, net of taxes

(584)

   

(3,248)

   

(41,515)

   

(17,389)

 

Net income (loss)

2,732

   

(34,974)

   

(84,240)

   

(62,183)

 

Net (income) loss attributable to noncontrolling interest

2,200

   

6,235

   

22,623

   

23,135

 

Net income (loss) attributable to TETRA stockholders

$

4,932

   

$

(28,739)

   

$

(61,617)

   

$

(39,048)

 
               

Basic per share information:

             

Net income (loss) attributable to TETRA stockholders

$

0.04

   

$

(0.25)

   

$

(0.50)

   

$

(0.34)

 

Weighted average shares outstanding

125,717

   

114,696

   

124,101

   

114,499

 
               

Diluted per share information:

             

Net income (loss) attributable to TETRA stockholders

$

0.04

   

$

(0.25)

   

$

(0.50)

   

$

(0.34)

 

Weighted average shares outstanding

125,789

   

114,696

   

124,101

   

114,499

 

 

 

 

Schedule B: Financial Results By Segment (Unaudited)

       
 

Three Months Ended
 December 31,

 

Twelve Months Ended
 December 31,

 

2018

 

2017

 

2018

 

2017

 

(In Thousands)

Revenues by segment:

             

Completion Fluids & Products

$

64,675

   

$

56,305

   

$

257,408

   

$

257,851

 

Water & Flowback Services

79,783

   

61,308

   

303,072

   

171,621

 

Compression

138,066

   

83,105

   

438,673

   

295,587

 

Eliminations and other

(53)

   

(637)

   

(378)

   

(1,961)

 

Total revenues

$

282,471

   

$

200,081

   

$

998,775

   

$

723,098

 
               

Gross profit (loss) by segment:

             

Completion Fluids & Products

$

14,464

   

$

10,918

   

$

48,675

   

$

71,022

 

Water & Flowback Services

13,691

   

(5,031)

   

55,247

   

2,319

 

Compression

17,197

   

10,403

   

59,017

   

35,114

 

Eliminations and other

(168)

   

260

   

(641)

   

(65)

 

Total gross profit

$

45,184

   

$

16,550

   

$

162,298

   

$

108,390

 
               

Income (loss) before taxes and discontinued operations by segment:

             

Completion Fluids & Products

$

9,480

   

$

6,406

   

$

30,623

   

$

63,891

 

Water & Flowback Services

8,044

   

(9,718)

   

28,712

   

(12,816)

 

Compression

(3,280)

   

(9,719)

   

(33,797)

   

(37,246)

 

Eliminations and other

(8,103)

   

(22,120)

   

(61,964)

   

(57,872)

 

Total income (loss) before taxes and discontinued operations

$

6,141

   

$

(35,151)

   

$

(36,426)

   

$

(44,043)

 

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, 2018

 

December 31, 2017

 

(In Thousands)

Balance Sheet:

     

Cash (excluding restricted cash)

$

40,038

   

$

26,128

 

Accounts receivable, net

187,592

   

144,051

 

Inventories

143,571

   

115,438

 

Assets of discontinued operations

1,354

   

34,879

 

Note receivable, including accrued interest

7,544

   

 

Other current assets

20,592

   

17,858

 

PP&E, net

853,931

   

809,432

 

Long-term assets of discontinued operations

   

86,255

 

Other assets

130,905

   

74,573

 

Total assets

$

1,385,527

   

$

1,308,614

 
       

Liabilities of discontinued operations

$

4,145

   

$

25,688

 

Other current liabilities

196,206

   

148,026

 

Long-term debt (1)

815,560

   

629,855

 

Long-term portion of asset retirement obligations

12,202

   

11,738

 

CCLP Series A Preferred

27,019

   

61,436

 

Warrants liability

2,073

   

13,202

 

Long-term liability of discontinued operations

   

48,225

 

Other long-term liabilities

15,573

   

17,883

 

Equity

312,749

   

352,561

 

Total liabilities and equity

$

1,385,527

   

$

1,308,614

 
 

(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, 2018

 

December 31, 2017

 

(In Thousands)

TETRA

     

Term credit agreement

$                     182,547

   

$                              —

 

TETRA asset-based credit agreement

   

 

TETRA 11% Senior Note

   

117,679

 

TETRA total debt

182,547

   

117,679

 

Less current portion

   

 

TETRA total long-term debt

$

182,547

   

$

117,679

 
       

CSI Compressco LP

     

CCLP Prior Credit Facility

$

   

$

223,985

 

CCLP asset-based credit agreement

   

 

7.25% Senior Notes

289,797

   

288,191

 

7.50% Senior Secured Notes

343,216

   

 

CCLP total debt

633,013

   

512,176

 

Less current portion

   

 

CCLP total long-term debt

$

633,013

   

$

512,176

 

Consolidated total long-term debt

$

815,560

   

$

629,855

 

 

Schedule E: Statement Regarding Use of 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 certain non-cash charges and non-recurring adjustments. 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.

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 F: Special Items (Unaudited)

   
 

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)

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

 

Non-income tax contingency

(2,110)

 

(443)

 

(1,476)

 

(191)

 

0.00

 

Impairments and other charges

(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

 
   
   
 

Three Months Ended

 

September 30, 2018

 

Income (Loss) Before Tax

Provision (Benefit) for Tax

Noncont. Interest

Net Income Attributable to TETRA Stockholders

EPS

 

(In Thousands, Except per Share Amounts)

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)

 

Impairments and other charges

(2,940)

 

(617)

 

 

(2,323)

 

(0.02)

 

Effect of deferred tax valuation allowance and other related tax adjustments

 

2,623

 

 

(2,623)

 

(0.02)

 

Net income (loss) before discontinued operations

(12,948)

 

(96)

 

(5,120)

 

(7,732)

 

(0.06)

 

Loss from discontinued operations

     

796

 

0.00

 

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

     

$

(6,936)

 

$

(0.06)

 
   
   
 

Three Months Ended

 

December 31, 2017

 

Income (Loss) Before Tax

Provision (Benefit) for Tax

Noncont. Interest

Net Income Attributable to TETRA Stockholders

EPS

 

(In Thousands, Except per Share Amounts)

Loss attributable to TETRA stockholders, excluding special items and discontinued operations

$

(11,474)

 

$

(3,442)

 

$

(5,150)

 

$

(2,882)

 

$

(0.03)

 

Impairments and other charges, including inventory adjustments

(14,784)

 

(4,435)

 

 

(10,349)

 

(0.09)

 

Severance expense

(87)

 

(26)

 

 

(61)

 

0.00

 

Stock Warrant fair value adjustment

(6,266)

 

(1,880)

 

 

(4,386)

 

(0.04)

 

Bad debt expense from customer bankruptcies

(100)

 

(30)

 

 

(70)

 

0.00

 

CCLP series A Preferred fair value adjustment

(1,365)

 

(410)

 

(965)

 

10

 

0.00

 

Software implementation

(194)

 

(58)

 

(120)

 

(16)

 

0.00

 

Transaction costs

(881)

 

(264)

 

 

(617)

 

(0.01)

 

Effect of deferred tax valuation allowance and other related tax adjustments

 

7,120

 

 

(7,120)

 

(0.06)

 

Net income (loss) before discontinued operations

(35,151)

 

(3,425)

 

(6,235)

 

(25,491)

 

(0.22)

 

Loss from discontinued operations

     

(3,248)

 

(0.03)

 

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

     

$

(28,739)

 

$

(0.25)

 
   
   
 

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)

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)

 

Non-income tax contingency

(2,110)

 

(443)

 

(1,476)

 

(191)

 

0.00

 

Impairments and other charges

(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)

 
   
   
 

Twelve Months Ended

 

December 31, 2017

 

Income (Loss) Before Tax

Provision (Benefit) for Tax

Noncont. Interest

Net Income Attributable to TETRA Stockholders

EPS

 

(In Thousands, Except per Share Amounts)

Loss attributable to TETRA stockholders, excluding special items and discontinued operations

$

(46,564)

 

$

(13,969)

 

$

(16,237)

 

$

(16,358)

 

$

(0.14)

 

Impairments and other charges, including inventory adjustments

(14,784)

 

(4,435)

 

 

(10,349)

 

(0.09)

 

Severance expense

(1,036)

 

(311)

 

(38)

 

(687)

 

(0.01)

 

Stock Warrant fair value adjustment

5,301

 

1,591

 

 

3,710

 

0.03

 

Bad debt expense from customer bankruptcies

(203)

 

(61)

 

 

(142)

 

0.00

 

CCLP series A Preferred fair value adjustment

2,975

 

893

 

(5,307)

 

7,389

 

0.06

 

Legal Award

12,879

 

3,864

 

 

9,015

 

0.08

 

Software implementation

(974)

 

(292)

 

(1,553)

 

871

 

0.01

 

Transaction costs

(1,637)

 

(491)

 

 

(1,146)

 

(0.01)

 

Effect of deferred tax valuation allowance and other related tax adjustments

 

13,962

 

 

(13,962)

 

(0.12)

 

Net Income (loss) before discontinued operations

(44,043)

 

751

 

(23,135)

 

(21,659)

 

(0.19)

 

Loss from discontinued operations

     

(17,389)

 

(0.15)

 

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

     

$

(39,048)

 

$

(0.34)

 

 

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

   
 

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

Interest Expense, Net


Depreciation & Amortization

Equity Comp. Expense

Adjusted EBITDA

 

(In Thousands)

Completion Fluids & Products

   

$

9,480

 

$

 

$

9,480

 

$

(164)

 

$

3,723

 

$

 

$

13,039

 

Water & Flowback Services

   

8,043

 

(300)

 

7,743

 

10

 

8,151

 

 

15,904

 

Compression

   

(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

 
                                                       
   
 

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


Depreciation & Amortization

Equity Comp. Expense

Adjusted EBITDA

 

(In Thousands)

Completion Fluids & Products

   

$

8,713

 

$

 

$

8,713

 

$

(70)

 

$

3,846

 

$

 

$

12,489

 

Water & Flowback Services

   

5,809

 

2,340

 

8,149

 

5

 

7,765

 

 

15,919

 

Compression

   

(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

 

December 31, 2017

 

Net Income (Loss), as reported

Tax Provision

Income (Loss) Before Tax, as Reported

Impairments & Special Charges

Adjusted Income (Loss) Before Tax

Interest Expense, Net

Depreciation & Amortization

Adjusted Equity Comp. Expense

Adjusted EBITDA

 

(In Thousands)

Completion Fluids & Products

   

$

6,407

 

$

83

 

$

6,490

 

$

(85)

 

$

4,019

 

$

 

$

10,424

 

Water & Flowback Services

   

(9,718)

 

15,212

 

5,494

 

(3)

 

4,327

 

 

9,818

 

Compression

   

(9,719)

 

1,559

 

(8,160)

 

10,985

 

17,280

 

(934)

 

19,171

 

Eliminations and other

   

5

 

 

5

 

 

(5)

 

 

 

Subtotal

   

(13,025)

 

16,854

 

3,829

 

10,897

 

25,621

 

(934)

 

39,413

 

Corporate and other

   

(22,126)

 

7,147

 

(14,979)

 

3,600

 

182

 

1,419

 

(9,778)

 

TETRA excluding Discontinued Operations

$

(31,726)

 

$

(3,425)

 

$

(35,151)

 

$

24,001

 

$

(11,150)

 

$

14,497

 

$

25,803

 

$        485

$

29,635

 
                                                       
   
 

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

Interest Expense, Net


Depreciation & Amortization

Equity Comp. Expense

Omnibus Equity

Adjusted EBITDA

 

(In Thousands)

Completion Fluids & Products

   

$

30,623

 

$

70

 

$

30,693

 

$

(599)

 

$

15,345

 

$

 

$

 

$

45,439

 

Water & Flowback Services

   

28,712

 

6,373

 

35,085

 

 

28,439

 

 

 

63,524

 

Compression

   

(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

 
   
 

Twelve Months Ended

 

December 31, 2017

 

Net Income (Loss), as reported

Tax Provision

Income (Loss) Before Tax, as Reported

Impairments & Special Charges

Adjusted Income (Loss) Before Tax

Interest Expense, Net

Depreciation & Amortization

Adjusted Equity Comp. Expense

Omnibus Equity

Adjusted EBITDA

 

(In Thousands)

Completion Fluids & Products

   

$

63,891

 

$

(12,657)

 

$

51,234

 

$

(53)

 

$

16,298

 

$

 

$

 

$

67,479

 

Water & Flowback Services

   

(12,816)

 

15,482

 

2,666

 

(296)

 

18,092

 

 

 

20,462

 

Compression

   

(37,246)

 

(1,937)

 

(39,183)

 

42,082

 

69,142

 

1,255

 

1,745

 

75,041

 

Eliminations and other

   

(151)

 

 

(151)

 

 

 

 

 

(151)

 

Subtotal

   

13,678

 

888

 

14,566

 

41,733

 

103,532

 

1,255

 

1,745

 

162,831

 

Corporate and other

   

(57,721)

 

(3,841)

 

(61,562)

 

15,513

 

521

 

6,508

 

(1,745)

 

(40,765)

 

TETRA excluding Discontinued Operations

$

(44,794)

 

$

751

 

$

(44,043)

 

$

(2,953)

 

$

(46,996)

 

$

57,246

 

$

104,053

 

$

7,763

 

$

 

$

122,066

 

 

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, 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.

   
 

December 31, 2018

 

TETRA

 

CCLP

 

Consolidated

 

(In Millions)

Non-restricted cash

$

24.2

   

$

15.9

   

$

40.0

 
           

Carrying value of long-term debt:

         

Term Credit Agreement

182.5

   

   

182.5

 

Senior Notes outstanding

   

633.0

   

633.0

 

Net debt

$

158.3

   

$

617.1

   

$

775.5

 

 

 

 

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

       
 

Three Months Ended

 

Twelve Months Ended

 

December 31, 2018

 

December 31, 2017

 

December 31, 2018

 

December 31, 2017

 

(In Thousands)

Consolidated

             

Net cash provided by operating activities

$

44,953

   

$

27,761

   

$

46,586

   

$

64,595

 

ARO settlements

35

   

15

   

35

   

565

 

Capital expenditures, net of sales proceeds

(34,487)

   

(23,260)

   

(140,793)

   

(51,061)

 

Consolidated adjusted free cash flow

10,501

   

4,516

   

(94,172)

   

14,099

 
               

CSI Compressco LP

             

Net cash provided by operating activities

23,605

   

14,496

   

30,121

   

39,068

 

Capital expenditures, net of sales proceeds

(25,325)

   

(11,413)

   

(103,489)

   

(25,126)

 

CSI Compressco free cash flow

(1,720)

   

3,083

   

(73,368)

   

13,942

 
               

TETRA Only

             

Cash from operating activities

21,348

   

13,265

   

16,465

   

27,559

 

ARO settlements

35

   

15

   

35

   

565

 

Capital expenditures, net of sales proceeds

(9,162)

   

(11,847)

   

(37,304)

   

(27,967)

 

Free cash flow before ARO settlements

12,221

   

1,433

   

(20,804)

   

157

 

Distributions from CSI Compressco LP

3,087

   

2,905

   

12,070

   

14,242

 

Adjusted free cash flow

15,308

   

4,338

   

(8,734)

   

14,399

 
   

*

Includes the impact from discontinued operations.  See schedule J to exclude the impact from discontinued operations.

 

 

 

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

         
 

Three Months Ended

 

Twelve Months Ended

 
 

Dec 31, 2018

 

Sep 30, 2018

 

Dec 31, 2017

 

Dec 31, 2018

 

Dec 31, 2017

 
               
 

(In Thousands)

 

TETRA Only

                   

Cash from operating activities

$     21,348

 

$       2,971

 

$     13,265

 

$       16,465

 

$        27,559

 

Less: Discontinued operations operating activities (adjusted EBITDA)(1)

(325)

 

(1,704)

 

146

 

(10,184)

 

(4,835)

 

Cash from continued operating activities

21,673

 

4,675

 

13,119

 

26,649

 

32,394

 

Less: Continuing operations capital expenditures(2)

(9,162)

 

(8,270)

 

(11,663)

 

(35,618)

 

(22,181)

 

Plus: Distributions from CSI Compressco LP

3,087

 

3,037

 

2,905

 

12,070

 

14,242

 

TETRA only adjusted free cash flow from continuing operations

$     15,598

 

$        (558)

 

$          4,361

 

$           3,101

 

$        24,455

 
                   

(1) Reconciled to loss from discontinued operations as follows:

               
 

Three Months Ended

 

Twelve Months Ended

 
 

Dec 31, 2018

 

Sep 30, 2018

 

Dec 31, 2017

 

Dec 31, 2018

 

Dec 31, 2017

 

(In Thousands)

 

   Loss from discontinued operations

(325)

 

796

 

(3,248)

 

(7,443)

 

(17,389)

   Plus: Income tax provision (benefit)

-

 

-

 

335

 

(2,326)

 

448

   Plus: Depreciation & amortization

-

 

-

 

3,059

 

2,085

 

12,106

Less: non-recurring legal settlement payment

-

 

2,500

 

-

 

2,500

 

-

Less: Discontinued operations adjusted EBITDA

(325)

 

(1,704)

 

146

 

(10,184)

 

(4,835)

                     

(2) Reconciled to TETRA only capital expenditures as follows:

                 
 

Three Months Ended

 

Twelve Months Ended

 
 

Dec 31, 2018

 

Sep 30, 2018

 

Dec 31, 2017

 

Dec 31, 2018

 

Dec 31, 2017

 

(In Thousands)

 

   TETRA only capital expenditures

(9,162)

 

(8,270)

 

(11,847)

 

(37,304)

 

(27,967)

Less: Discontinued operations capital expenditures

-

 

-

 

(184)

 

(1,686)

 

(5,786)

Plus: Continuing operations capital expenditures

(9,162)

 

(8,270)

 

(11,663)

 

(35,618)

 

(22,181)

 

Schedule K – Non-GAAP Reconciliation to Compression and Related Services Gross Profit and Gross Margin Excluding the Impact of Tax Contingency (Unaudited)

   
 

Three Months Ended

 

Dec 31, 2018

 

Sep 30, 2018

       

Revenue of Compression and related services

$       60,582

 

$       58,869

       

Cost of Compression and related services, excluding depreciation

34,165

 

31,074

       

Gross Profit of Compression and related services

26,417

 

27,795

       

Gross Margin

43.6%

 

47.2%

       

Non-income tax contingency

2,110

 

-

       

Gross Profit excluding the impact of tax contingency

28,527

 

27,795

       

Gross Margin excluding the impact of tax contingency

47.1%

 

47.2%

 

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

 

 

SOURCE TETRA Technologies, Inc.