THE WOODLANDS, Texas,
Feb. 28, 2018 /PRNewswire/
-- TETRA Technologies, Inc. ("TETRA" or the "Company")
(NYSE:TTI) announced consolidated fourth quarter 2017 net loss per
share attributable to TETRA stockholders of $0.25, which compares to consolidated earnings of
$0.03 per share attributable to TETRA
stockholders in the third quarter of 2017 and net loss per share of
$0.33 in the fourth quarter of
2016.
TETRA's adjusted per share results attributable to TETRA
stockholders for the fourth quarter of 2017, excluding Maritech and
special items, were a loss per share of $0.04, which compares to adjusted earnings per
share of $0.04 in the third quarter
of 2017 and adjusted loss of $0.16 in
the fourth quarter of 2016, also excluding Maritech and special
items. Fourth quarter 2017 revenue of $228
million increased 5% from the third quarter of 2017 and 31%
from the fourth quarter of last year.
(Adjusted earnings/loss per share is a non-GAAP financial
measure that is reconciled to the nearest GAAP measure in the
accompanying schedules.)
Fourth Quarter
2017 Results
|
|
Three Months
Ended
|
|
December 31,
2017
|
|
September 30,
2017
|
|
December 31,
2016
|
|
(In Thousands, Except
per Share Amounts)
|
Revenue
|
$
|
227,644
|
|
|
$
|
216,364
|
|
|
$
|
173,222
|
|
Net income
(loss)
|
(34,974)
|
|
|
(1,338)
|
|
|
(38,410)
|
|
Net income (loss)
attributable to TETRA stockholders
|
(28,739)
|
|
|
3,145
|
|
|
(31,554)
|
|
Adjusted EBITDA
excluding Maritech(1)
|
30,197
|
|
|
45,054
|
|
|
14,946
|
|
EPS attributable to
TETRA stockholders
|
(0.25)
|
|
|
0.03
|
|
|
(0.33)
|
|
Adjusted diluted EPS
attributable to TETRA stockholders(1)
|
(0.04)
|
|
|
0.04
|
|
|
(0.16)
|
|
Consolidated net cash
provided (used) by operating activities
|
27,761
|
|
|
37,395
|
|
|
28,316
|
|
TETRA only adjusted
free cash flow(1)
|
$
|
4,338
|
|
|
$
|
17,818
|
|
|
$
|
16,028
|
|
|
(1) Non-GAAP
financial measures are reconciled to GAAP in the schedules
below.
|
Highlights include:
- Announced on February 14 an
agreement to expand our Permian Basin water management operations
with the acquisition of SwiftWater Energy Services. This
acquisition is expected to be immediately accretive to cash flow
and EBITDA and we expect to close this transaction this week.
- Announced additions to the executive team with the appointment
on February 12, 2018 of Brady Murphy as TETRA's President and Chief
Operating Officer and the appointment on November 20, 2017 of Owen Serjeant as CSI
Compressco's President. Our new executives will support TETRA and
CSI Compressco in their efforts to take advantage of a recovering
market.
- Production Testing revenue doubled in the fourth quarter from
the third quarter, increasing to $37.8
million on the sale of an early production facility and
stronger US onshore shale related activity. Loss before tax was
$10.9 million, inclusive of a
$14.6 million non-cash write-off of
intangible assets. Loss before tax was $10.9
million including an impairment charge of $14.3 million for intangible assets. Excluding
unusual charges, adjusted EBITDA improved from $1.1 million in the third quarter to $6.6 million in the fourth quarter, to 17.5% of
revenue.
- Fluids revenue of $79.8 million
declined 14.5% from the third quarter, as the fourth quarter
included the final part of a significant CS Neptune project that
started in the third quarter. Profit before tax in the fourth
quarter was $7.6 million (9.5% of
revenue), while adjusted EBITDA was $13.6
million (17.1% of revenue). Water management revenue in
North America was the highest
since the third quarter of 2014, reflecting stronger fracking
activity.
- Compression Division revenues increased 16% from the third
quarter, reflecting higher new equipment sales and improved
utilization of the service compression fleet. Early in January, CSI
Compressco secured a $67 million
order, the largest in the CSI Compressco's history, to fabricate
and sell 45 large compressors to a midstream operator in the
Permian Basin.
Total 2017
Results
|
|
Twelve months
ended
|
|
December 31,
2017
|
|
December 31,
2016
|
|
(In Thousands, Except
per Share Amounts)
|
Revenue
|
$
|
820,378
|
|
|
$
|
694,764
|
|
Net income
(loss)
|
(62,183)
|
|
|
(239,393)
|
|
Net income (loss)
attributable to TETRA stockholders
|
(39,048)
|
|
|
(161,462)
|
|
Adjusted EBITDA
excluding Maritech(1)
|
121,941
|
|
|
104,243
|
|
EPS attributable to
TETRA stockholders
|
(0.34)
|
|
|
(1.85)
|
|
Adjusted diluted EPS
attributable to TETRA stockholders(1)
|
(0.21)
|
|
|
(0.60)
|
|
Consolidated net cash
provided (used) by operating activities
|
64,595
|
|
|
55,659
|
|
TETRA only adjusted
free cash flow(1)
|
$
|
14,399
|
|
|
$
|
13,500
|
|
|
(1) Non-GAAP
financial measures are reconciled to GAAP in the schedules
below.
|
Stuart M. Brightman, TETRA's
Chief Executive Officer, stated, "Over the past 90 days we have
taken a series of actions to ensure we take advantage of a
recovering market. We announced the acquisition of SwiftWater
Energy Services to expand our Permian Basin water management
operations and to add incremental resources and services
offerings. We have also added two strong executives to the
management team."
"We were pleased with our fourth quarter results, with
consolidated adjusted EBITDA of $30.2
million and cash flow provided from operating activities of
$27.8 million. We continue to
see a strong rebound in the US North America shale plays that is
driving better results for our services compression fleet for
gathering systems, gas lift and aftermarket services; from water
management and flowback testing reflecting the intensity of
fracking operations, and from fluids to support stronger drilling
activity."
"Fluids Division reported revenue of $79.8 million for the fourth quarter of 2017, up
24.7% from the same quarter of 2016. During the fourth
quarter we completed a Gulf of Mexico CS Neptune®
project that was started in the third quarter. We continue to
advance work on securing the next CS Neptune completion fluids
projects while working with several operators on the timing for
projects in from multiple international markets. Our US
onshore water management activity increased to its highest revenue
levels since the third quarter of 2014. The addition of
SwiftWater in the Permian Basin will make us one of the largest
water management companies in that region and will significantly
expand our headcount and water transfer capabilities, in addition
to adding incremental service offerings. We expect to
continue to invest growth capital in this area and look for
additional acquisition opportunities to capitalize on the demands
from our customers. Fluids Division profit before taxes was
$7.6 million (9.5% of revenue), while
adjusted EBITDA was $13.6 million
(17.1% of revenue)."
"Fourth quarter 2017 Compression Division revenue increased 16%
sequentially to $83 million.
Overall utilization of our service fleet improved sequentially by
180 basis points to 82.3%. Utilization of our larger horsepower
equipment (greater than 800 HP, which are typically deployed on
gathering systems) was 92.3%, up from 90.1% at the end of the third
quarter of 2017. New equipment orders were $16 million, resulting in a backlog of
$47.5 million at the end of the
year. In early January, we received an order to fabricate and
sell 45 large horsepower compressors to a midstream operator in the
Permian Basin. This order, the largest in CSI Compressco's
history, is expected to be delivered in the second half of 2018 and
the first half of 2019 and reflects increasing demand from the
industry to build gathering systems and gas processing
facilities. Compression Division loss before taxes was
$9.7 million, compared to a loss of
$7 million in the third quarter of
2017. Adjusted EBITDA was $19.2
million, compared to $20.9
million in the third quarter of 2017. On January 22, 2018, CSI Compressco LP declared a
cash distribution attributable to the fourth quarter of 2017 of
$0.1875 per outstanding common unit.
The distribution coverage ratio was 0.73X for the fourth
quarter of 2017."
"Fourth quarter 2017 revenue for the Production Testing Division
doubled sequentially to $37.8
million, and was 147% above the same quarter of 2016, led by
the sale of early production facilities overseas and significantly
stronger activity in the US shale plays. Production Testing
loss before taxes was $10.9 million
(which includes a $14.6 million
intangible asset impairment from our international operations),
while adjusted EBITDA was $6.6
million (17.5% of revenue)."
"Our Offshore Services segment reported revenue of $27.5 million, up 130% compared to the prior year
quarter, with a loss before taxes of $2.4
million. Adjusted EBITDA was $0.6 million, reflecting the seasonal fourth
quarter ramp down of activity, inclement weather conditions and
customer delays of certain projects into 2018."
Free Cash Flow and Balance Sheet
Consolidated net cash provided by operating activities for the
fourth quarter of 2017 was $27.8
million, compared to $37.4
million in the third quarter of 2017. TETRA only
adjusted free cash flow in the fourth quarter was $4.3 million, a decrease of $13.5 million from the third quarter.
Consolidated debt was $629.9 million
and TETRA only debt was $117.7
million. At the end of the fourth quarter, no amounts
were outstanding on TETRA's revolving credit facility and TETRA
only cash on hand was $18.5
million. With a strong balance sheet, TETRA is
positioned to invest opportunistically into the recovering
market.
Special items and Maritech
Special items, including Maritech, that were incurred in the
fourth quarter, as detailed on Schedule E, include the
following:
- A non-cash expense of $14.6
million for the impairment of intangible assets
- A $6.3 million non-cash expense
for a fair value adjustment of the outstanding TETRA warrants
- A $1.4 million non-cash expense
for a fair value adjustment of the CSI Compressco Series A
Convertible Preferred units
- A $1.6 million charge for
transaction related expenses and other special charges
- A Maritech pre-tax loss of $0.5
million
Additionally, a normalized tax rate of 30% is reflected in
Adjusted Net Income, as shown on Schedule E.
Conference Call
TETRA will host a conference call to discuss these results
today, February 28, 2018, at
10:30 a.m. ET. The phone number for
the call is 888-347-5303. The conference will also be available by
live audio webcast and may be accessed through TETRA's website at
www.tetratec.com. A replay of the conference call will be available
at 1-877-344-7529, conference number 10115719, for one week
following the conference call and the archived web call will be
available through the Company's website for thirty days following
the conference call.
Investor Contact
TETRA Technologies, Inc., The
Woodlands, Texas
Stuart M. Brightman,
281-367-1983
Fax: 281-364-4346
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: Special Items
Schedule F: Non-GAAP Reconciliation to GAAP Financials
Schedule G: Non-GAAP Reconciliation to TETRA Only Adjusted Free
Cash Flow
Schedule H: Non-GAAP Reconciliation of TETRA Net Debt
Company Overview and Forward-Looking Statements
TETRA is a geographically diversified oil and gas services
company, focused on completion fluids and associated products and
services, water management, frack flowback, production well
testing, offshore rig cooling, offshore decommissioning and
compression services and equipment. TETRA owns an equity
interest, including all of the general partner interest, in CSI
Compressco LP (NASDAQ:CCLP), a master limited partnership.
This news release includes certain statements that are deemed to
be forward-looking statements. Generally, the use of words such as
"may," "expect," "intend," "estimate," "projects," "anticipate,"
"believe," "assume," "could," "should," "plans," "targets" or
similar expressions that convey the uncertainty of future events,
activities, expectations or outcomes identify forward-looking
statements that the Company intends to be included within the safe
harbor protections provided by the federal securities laws. These
forward-looking statements include statements concerning the
anticipated recovery of the oil and gas industry, expected benefits
from the acquisition of SwiftWater Energy Services and expected
results of operational business segments for 2018, including levels
of cash distributions per unit, projections concerning the
Company's business activities, financial guidance, estimated
earnings, earnings per share, and statements regarding the
Company's beliefs, expectations, plans, goals, future events and
performance, and other statements that are not purely historical.
These forward-looking statements are based on certain assumptions
and analyses made by the Company in light of its experience and its
perception of historical trends, current conditions, expected
future developments and other factors it believes are appropriate
in the circumstances. Such statements are subject to a number of
risks and uncertainties, many of which are beyond the control of
the Company. Investors are cautioned that any such statements are
not guarantees of future performances or results and that actual
results or developments may differ materially from those projected
in the forward-looking statements. Some of the factors that could
affect actual results are described in the section titled "Risk
Factors" contained in the Company's Annual Report on Form 10-K for
the year ended December 31, 2016, 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,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
(In Thousands, Except
per Share Amounts)
|
Revenues
|
$
|
227,644
|
|
|
$
|
173,222
|
|
|
$
|
820,378
|
|
|
$
|
694,764
|
|
|
|
|
|
|
|
|
|
Cost of sales,
services, and rentals
|
168,743
|
|
|
133,598
|
|
|
591,871
|
|
|
495,580
|
|
Depreciation,
amortization, and accretion
|
28,861
|
|
|
30,598
|
|
|
116,159
|
|
|
129,595
|
|
Impairments of
long-lived assets
|
14,876
|
|
|
7,245
|
|
|
14,876
|
|
|
18,172
|
|
Insurance
Recoveries
|
—
|
|
|
—
|
|
|
(2,352)
|
|
|
—
|
|
Total cost of
revenues
|
212,480
|
|
|
171,441
|
|
|
720,554
|
|
|
643,347
|
|
Gross profit
|
15,164
|
|
|
1,781
|
|
|
99,824
|
|
|
51,417
|
|
|
|
|
|
|
|
|
|
General and
administrative expense
|
31,009
|
|
|
26,583
|
|
|
121,905
|
|
|
115,964
|
|
Goodwill
impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
106,205
|
|
Interest expense,
net
|
14,497
|
|
|
15,327
|
|
|
57,246
|
|
|
58,626
|
|
(Gain) loss on sales
of assets
|
(69)
|
|
|
(115)
|
|
|
(674)
|
|
|
(2,357)
|
|
Warrants fair value
adjustment
|
6,267
|
|
|
2,106
|
|
|
(5,301)
|
|
|
2,106
|
|
CCLP Series A
Preferred fair value adjustment
|
1,365
|
|
|
(1,891)
|
|
|
(2,975)
|
|
|
4,404
|
|
Litigation
arbitration award expense (income), net
|
37
|
|
|
—
|
|
|
(10,027)
|
|
|
—
|
|
Other (income)
expense, net
|
122
|
|
|
(2,318)
|
|
|
633
|
|
|
3,559
|
|
Loss before
taxes
|
(38,064)
|
|
|
(37,911)
|
|
|
(60,983)
|
|
|
(237,090)
|
|
Provision (benefit)
for income taxes
|
(3,090)
|
|
|
499
|
|
|
1,200
|
|
|
2,303
|
|
Net loss
|
(34,974)
|
|
|
(38,410)
|
|
|
(62,183)
|
|
|
(239,393)
|
|
Net (income) loss
attributable to non-controlling interest
|
6,235
|
|
|
6,856
|
|
|
23,135
|
|
|
77,931
|
|
Net loss attributable
to TETRA stockholders
|
$
|
(28,739)
|
|
|
$
|
(31,554)
|
|
|
$
|
(39,048)
|
|
|
$
|
(161,462)
|
|
|
|
|
|
|
|
|
|
Basic per share
information:
|
|
|
|
|
|
|
|
Net loss attributable
to TETRA stockholders
|
$
|
(0.25)
|
|
|
$
|
(0.33)
|
|
|
$
|
(0.34)
|
|
|
$
|
(1.85)
|
|
Weighted average shares
outstanding
|
114,696
|
|
|
95,992
|
|
|
114,499
|
|
|
87,286
|
|
|
|
|
|
|
|
|
|
Diluted per share
information:
|
|
|
|
|
|
|
|
Net loss attributable
to TETRA stockholders
|
$
|
(0.25)
|
|
|
$
|
(0.33)
|
|
|
$
|
(0.34)
|
|
|
$
|
(1.85)
|
|
Weighted average shares
outstanding
|
114,696
|
|
|
95,992
|
|
|
114,499
|
|
|
87,286
|
|
Schedule B:
Financial Results By Segment (Unaudited)
|
|
|
Three Months
Ended
December 31,
|
|
Twelve Months
Ended
December 31,
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
(In
Thousands)
|
Revenues by
segment:
|
|
|
|
|
|
|
|
Fluids
Division
|
$
|
79,848
|
|
|
$
|
64,039
|
|
|
$
|
335,331
|
|
|
$
|
246,595
|
|
Production Testing
Division
|
37,766
|
|
|
15,298
|
|
|
94,142
|
|
|
63,618
|
|
Compression
Division
|
83,105
|
|
|
82,870
|
|
|
295,587
|
|
|
311,374
|
|
Offshore
Division
|
|
|
|
|
|
|
|
Offshore
Services
|
27,451
|
|
|
11,921
|
|
|
96,741
|
|
|
77,525
|
|
Maritech
|
111
|
|
|
176
|
|
|
538
|
|
|
751
|
|
Intersegment
eliminations
|
—
|
|
|
(90)
|
|
|
—
|
|
|
(903)
|
|
Offshore Division
total
|
27,562
|
|
|
12,007
|
|
|
97,279
|
|
|
77,373
|
|
Eliminations and
other
|
(637)
|
|
|
(992)
|
|
|
(1,961)
|
|
|
(4,196)
|
|
Total
revenues
|
$
|
227,644
|
|
|
$
|
173,222
|
|
|
$
|
820,378
|
|
|
$
|
694,764
|
|
|
|
|
|
|
|
|
|
Gross profit
(loss) by segment:
|
|
|
|
|
|
|
|
Fluids
Division
|
$
|
14,011
|
|
|
$
|
7,443
|
|
|
$
|
81,839
|
|
|
$
|
36,888
|
|
Production Testing
Division
|
(8,124)
|
|
|
(5,263)
|
|
|
(8,498)
|
|
|
(13,317)
|
|
Compression
Division
|
10,403
|
|
|
4,646
|
|
|
35,114
|
|
|
37,681
|
|
Offshore
Division
|
|
|
|
|
|
|
|
Offshore
Services
|
(1,108)
|
|
|
(4,811)
|
|
|
(6,612)
|
|
|
(5,574)
|
|
Maritech
|
(279)
|
|
|
(138)
|
|
|
(1,954)
|
|
|
(3,847)
|
|
Intersegment
eliminations
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Offshore Division
total
|
(1,386)
|
|
|
(4,949)
|
|
|
(8,565)
|
|
|
(9,421)
|
|
Corporate overhead and
eliminations
|
260
|
|
|
(96)
|
|
|
(66)
|
|
|
(414)
|
|
Total gross
profit
|
$
|
15,164
|
|
|
$
|
1,781
|
|
|
$
|
99,824
|
|
|
$
|
51,417
|
|
|
|
|
|
|
|
|
|
Income (loss)
before taxes by segment:
|
|
|
|
|
|
|
|
Fluids
Division
|
$
|
7,587
|
|
|
$
|
1,499
|
|
|
$
|
68,540
|
|
|
$
|
10,430
|
|
Production Testing
Division
|
(10,900)
|
|
|
(7,547)
|
|
|
(17,465)
|
|
|
(35,471)
|
|
Compression
Division
|
(9,719)
|
|
|
(11,821)
|
|
|
(37,246)
|
|
|
(136,327)
|
|
Offshore
Division
|
|
|
|
|
|
|
|
Offshore
Services
|
(2,439)
|
|
|
(6,233)
|
|
|
(14,767)
|
|
|
(12,025)
|
|
Maritech
|
(474)
|
|
|
2,823
|
|
|
(2,172)
|
|
|
(1,841)
|
|
Intersegment
eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Offshore Division
total
|
(2,913)
|
|
|
(3,410)
|
|
|
(16,939)
|
|
|
(13,866)
|
|
Corporate overhead and
eliminations
|
(22,119)
|
|
|
(16,632)
|
|
|
(57,873)
|
|
|
(61,856)
|
|
Total loss before
taxes
|
$
|
(38,064)
|
|
|
$
|
(37,911)
|
|
|
$
|
(60,983)
|
|
|
$
|
(237,090)
|
|
Please note that the above results by Segment include special
charges and expenses. Please see Schedule E for details of those
special items.
Schedule C:
Consolidated Balance Sheet (Unaudited)
|
|
|
December 31,
2017
|
|
December 31,
2016
|
|
(In
Thousands)
|
Balance
Sheet:
|
|
|
|
Cash (excluding
restricted cash)
|
$
|
26,128
|
|
|
$
|
29,840
|
|
Accounts receivable,
net
|
172,977
|
|
|
114,284
|
|
Inventories
|
120,054
|
|
|
106,546
|
|
Other current
assets
|
19,195
|
|
|
25,121
|
|
PP&E,
net
|
895,305
|
|
|
945,451
|
|
Other
assets
|
74,955
|
|
|
94,298
|
|
Total
assets
|
$
|
1,308,614
|
|
|
$
|
1,315,540
|
|
|
|
|
|
Current portion of
decommissioning liabilities
|
$
|
477
|
|
|
$
|
1,451
|
|
Other current
liabilities
|
172,237
|
|
|
115,434
|
|
Long-term debt
(1)
|
629,855
|
|
|
623,730
|
|
Long-term portion of
decommissioning liabilities
|
57,925
|
|
|
54,027
|
|
CCLP Series A
Preferred
|
61,436
|
|
|
77,062
|
|
Warrant
liability
|
13,202
|
|
|
18,503
|
|
Other long-term
liabilities
|
19,921
|
|
|
24,867
|
|
Equity
|
352,561
|
|
|
400,466
|
|
Total liabilities and
equity
|
$
|
1,308,614
|
|
|
$
|
1,315,540
|
|
|
(1) Please see
Schedule D for the separate debt obligations of TETRA and CSI
Compressco LP.
|
Schedule D: Long-Term Debt
TETRA Technologies Inc. and its subsidiaries, other than CSI
Compressco LP and its subsidiaries, are obligated under a bank
credit agreement and senior note, neither of which are obligations
of CSI Compressco LP and its subsidiaries. CSI Compressco LP and
its subsidiaries are obligated under a separate bank credit
agreement and senior notes, neither of which are obligations of
TETRA and its other subsidiaries. Amounts presented are net of
deferred financing costs.
|
December 31,
2017
|
|
December 31,
2016
|
|
(In
Thousands)
|
TETRA
|
|
|
|
Bank revolving line
of credit facility
|
$
|
—
|
|
|
$
|
3,229
|
|
TETRA 11% Senior
Note
|
117,679
|
|
|
116,411
|
|
TETRA total
debt
|
117,679
|
|
|
119,640
|
|
Less current
portion
|
—
|
|
|
—
|
|
TETRA total
long-term debt
|
$
|
117,679
|
|
|
$
|
119,640
|
|
|
|
|
|
CSI Compressco
LP
|
|
|
|
CCLP Bank Credit
Facility
|
$
|
223,985
|
|
|
$
|
217,467
|
|
CCLP 7.25% Senior
Notes
|
288,191
|
|
|
286,623
|
|
CCLP total
debt
|
512,176
|
|
|
504,090
|
|
Less current
portion
|
—
|
|
|
—
|
|
CCLP total
long-term debt
|
$
|
512,176
|
|
|
$
|
504,090
|
|
Consolidated total
long-term debt
|
$
|
629,855
|
|
|
$
|
623,730
|
|
Non-GAAP Financial Measures
In addition to financial results determined in accordance with
GAAP, this news release includes the following non-GAAP financial
measures for the Company: net debt, adjusted consolidated and
segment income (loss) before taxes, excluding the Maritech segment
and special charges; consolidated and segment adjusted EBITDA; and
TETRA only adjusted free cash flow. 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 following the sale of essentially all
of Maritech's oil and gas properties, it is helpful to show the
Company's results, excluding the impact of the costs and charges
relating to the decommissioning of Maritech's remaining properties,
since these results will show the Company's historical results of
operations on a basis consistent with expected future
operations. Management also believes that the exclusion of
the special charges from the historical results of operations
enables management to evaluate more effectively the Company's
operations over the prior periods and to identify operating trends
that could be obscured by the excluded items.
Adjusted income (loss) before taxes (and adjusted income (loss)
before taxes as a percent of revenue) is defined as the Company's
(or the segment's) income (loss) before taxes, excluding certain
special or other charges (or credits). Adjusted income (loss)
before taxes (and adjusted income (loss) before taxes as a percent
of revenue) is used by management as a supplemental financial
measure to assess financial performance, without regard to charges
or credits that are considered by management to be outside of its
normal operations.
Adjusted diluted earnings (loss) per share is defined as the
Company's diluted earnings (loss) per share excluding certain
special or other charges (or credits) and using a normalized
effective income tax rate. Adjusted diluted earnings (loss) per
share is used by management as a supplemental financial measure to
assess financial performance, without regard to charges or credits
that are considered by management to be outside of its normal
operations.
Adjusted EBITDA (and Adjusted EBITDA as a percent of revenue) is
defined as earnings before interest, taxes, depreciation,
amortization, impairments and special charges or credits, equity
compensation, and allocated corporate overhead charges to our CSI
Compressco LP subsidiary, pursuant to our Omnibus Agreement, which
were reimbursed with CSI Compressco LP common units. Adjusted
EBITDA (and Adjusted EBITDA as a percent of revenue) is used by
management as a supplemental financial measure to assess the
financial performance of the Company's assets, without regard to
financing methods, capital structure or historical cost basis and
to assess the Company's ability to incur and service debt and fund
capital expenditures.
TETRA only adjusted free cash flow is defined 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 and debt restructuring costs. Management uses this
supplemental financial measure to:
- assess the Company's ability to retire debt;
- evaluate the capacity of the Company to further invest and
grow; and
- to measure the performance of the Company as compared to its
peer group of companies.
TETRA only adjusted free cash flow does not necessarily imply
residual cash flow available for discretionary expenditures, as it
excludes cash requirements for debt service or other
non-discretionary expenditures that are not deducted.
TETRA net debt is defined as the sum of the carrying value of
long-term and short-term debt on its consolidated balance sheet,
less cash, excluding restricted cash on the consolidated balance
sheet and excluding the debt and cash of CSI Compressco LP.
Management views TETRA net debt as a measure of TETRA's ability to
reduce debt, add to cash balances, pay dividends, repurchase stock,
and fund investing and financing activities.
Schedule E:
Special Items, including Maritech
|
|
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)
|
Income (loss)
attributable to TETRA stockholders, excluding unusual charges and
Maritech
|
$
|
(13,657)
|
|
$
|
(4,098)
|
|
$
|
(5,150)
|
|
$
|
(4,409)
|
|
$
|
(0.04)
|
|
Asset impairments,
including inventory adjustments
|
(14,784)
|
|
(4,435)
|
|
—
|
|
(10,349)
|
|
(0.09)
|
|
Severance
expense
|
(104)
|
|
(31)
|
|
—
|
|
(73)
|
|
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
|
|
Offshore Services
arbitration ruling
|
(239)
|
|
(72)
|
|
—
|
|
(167)
|
|
0.00
|
|
Software
implementation
|
(194)
|
|
(58)
|
|
(120)
|
|
(16)
|
|
0.00
|
|
Transaction
Costs
|
(881)
|
|
(264)
|
|
—
|
|
(617)
|
|
(0.02)
|
|
Effect of Deferred Tax
Valuation Allowance and other related tax adj.
|
—
|
|
8,188
|
|
—
|
|
(8,188)
|
|
(0.08)
|
|
Maritech profit
(loss)
|
(474)
|
|
—
|
|
—
|
|
(474)
|
|
0.00
|
|
Net Income (loss)
attributable to TETRA stockholders, as reported
|
$
|
(38,064)
|
|
$
|
(3,090)
|
|
$
|
(6,235)
|
|
$
|
(28,739)
|
|
$
|
(0.25)
|
|
|
|
|
Three Months
Ended
|
|
September 30,
2017
|
|
Income
(Loss) Before Tax
|
Provision
(Benefit) for Tax
|
Noncont.
Interest
|
Net Income
Attributable
to TETRA Stockholders
|
Diluted
EPS
|
|
(In Thousands, Except
per Share Amounts)
|
Income (loss)
attributable to TETRA stockholders, excluding unusual charges and
Maritech
|
$
|
(204)
|
|
$
|
(60)
|
|
$
|
(4,934)
|
|
$
|
4,790
|
|
$
|
0.04
|
|
Severance
expense
|
(24)
|
|
(7)
|
|
(5)
|
|
(12)
|
|
0.00
|
|
Stock warrant fair
value adjustment
|
47
|
|
14
|
|
—
|
|
33
|
|
0.00
|
|
Convertible Series A
preferred offering cost and fair value adjustments
|
1,137
|
|
341
|
|
827
|
|
(31)
|
|
0.00
|
|
Software
Implementation
|
(583)
|
|
(175)
|
|
(371)
|
|
(37)
|
|
0.00
|
|
Effect of deferred tax
valuation allowance and other related tax adj.
|
—
|
|
684
|
|
—
|
|
(684)
|
|
(0.01)
|
|
Maritech profit
(loss)
|
(914)
|
|
—
|
|
—
|
|
(914)
|
|
(0.01)
|
|
Net Income (loss)
attributable to TETRA stockholders, as reported
|
$
|
(541)
|
|
$
|
797
|
|
$
|
(4,483)
|
|
$
|
3,145
|
|
$
|
0.03
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
December 31,
2016
|
|
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 unusual charges and
Maritech
|
$
|
(32,000)
|
|
$
|
(9,599)
|
|
$
|
(7,012)
|
|
$
|
(15,389)
|
|
$
|
(0.16)
|
|
Asset impairments,
including inventory adjustments
|
(7,245)
|
|
(2,174)
|
|
(1,373)
|
|
(3,698)
|
|
(0.04)
|
|
Non-Maritech ARO
adjustment
|
(282)
|
|
(85)
|
|
—
|
|
(197)
|
|
0.00
|
|
Severance
expense
|
(179)
|
|
(54)
|
|
—
|
|
(125)
|
|
0.00
|
|
Debt refinancing
cost, net
|
346
|
|
104
|
|
319
|
|
(77)
|
|
0.00
|
|
Convertible Series A
Preferred offering cost and fair value adjustments
|
1,806
|
|
542
|
|
1,210
|
|
54
|
|
0.00
|
|
Common stock warrants
issuance cost and fair value adjustments
|
(3,061)
|
|
(918)
|
|
—
|
|
(2,143)
|
|
(0.02)
|
|
Allowance for
doubtful accounts
|
(119)
|
|
(36)
|
|
—
|
|
(83)
|
|
0.00
|
|
Effect of deferred
tax valuation allowance and other related tax adj.
|
—
|
|
12,719
|
|
—
|
|
(12,719)
|
|
(0.14)
|
|
Maritech profit
(loss)
|
2,823
|
|
—
|
|
—
|
|
2,823
|
|
0.03
|
|
Net Income (loss)
attributable to TETRA stockholders, as reported
|
$
|
(37,911)
|
|
$
|
499
|
|
$
|
(6,856)
|
|
$
|
(31,554)
|
|
$
|
(0.33)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
Income (loss)
attributable to TETRA stockholders, excluding unusual charges and
Maritech
|
$
|
(57,533)
|
|
$
|
(17,261)
|
|
$
|
(16,237)
|
|
$
|
(24,035)
|
|
$
|
(0.21)
|
|
Asset impairments,
including inventory adjustments
|
(14,784)
|
|
(4,435)
|
|
—
|
|
(10,349)
|
|
(0.09)
|
|
Severance
expense
|
(1,126)
|
|
(338)
|
|
(38)
|
|
(750)
|
|
(0.01)
|
|
Stock Warrant Fair
Value Adjustment
|
5,302
|
|
1,591
|
|
—
|
|
3,711
|
|
0.03
|
|
Bad debt expense from
customer bankruptcies
|
(543)
|
|
(163)
|
|
—
|
|
(380)
|
|
0.00
|
|
CCLP Series A
Preferred fair value adjustment
|
2,975
|
|
893
|
|
(5,307)
|
|
7,389
|
|
0.06
|
|
Offshore Services
arbitration ruling
|
(3,370)
|
|
(1,011)
|
|
—
|
|
(2,359)
|
|
(0.02)
|
|
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 adj
|
—
|
|
18,843
|
|
—
|
|
(18,843)
|
|
(0.16)
|
|
Maritech profit
(loss)
|
(2,172)
|
|
—
|
|
—
|
|
(2,172)
|
|
(0.02)
|
|
Net Income (loss)
attributable to TETRA stockholders, as reported
|
$
|
(60,983)
|
|
$
|
1,200
|
|
$
|
(23,135)
|
|
$
|
(39,048)
|
|
$
|
(0.34)
|
|
|
|
|
|
|
|
|
|
|
Twelve Months
Ended
|
|
December 31,
2016
|
|
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 unusual charges and
Maritech
|
$
|
(94,831)
|
|
$
|
(28,447)
|
|
$
|
(14,433)
|
|
$
|
(51,951)
|
|
$
|
(0.60)
|
|
Asset impairments,
including inventory adjustments
|
(18,280)
|
|
(5,484)
|
|
(5,838)
|
|
(6,958)
|
|
(0.08)
|
|
Non-Maritech ARO
adjustment
|
(282)
|
|
(85)
|
|
—
|
|
(197)
|
|
0.00
|
|
Severance
expense
|
(1,737)
|
|
(521)
|
|
(341)
|
|
(875)
|
|
(0.01)
|
|
Goodwill
write-off
|
(106,205)
|
|
(31,862)
|
|
(52,412)
|
|
(21,931)
|
|
(0.25)
|
|
Debt refinancing
cost, net
|
(1,839)
|
|
(552)
|
|
159
|
|
(1,446)
|
|
(0.02)
|
|
Convertible Series A
Preferred offering cost and fair value adjustments
|
(7,534)
|
|
(2,260)
|
|
(4,650)
|
|
(624)
|
|
(0.01)
|
|
Common stock warrants
issuance cost and fair value adjustments
|
(3,061)
|
|
(918)
|
|
—
|
|
(2,143)
|
|
(0.02)
|
|
Allowance for
doubtful accounts
|
(1,480)
|
|
(444)
|
|
(416)
|
|
(620)
|
|
(0.01)
|
|
Effect of deferred
tax valuation allowance and other related tax adj.
|
—
|
|
72,876
|
|
—
|
|
(72,876)
|
|
(0.83)
|
|
Maritech profit
(loss)
|
(1,841)
|
|
—
|
|
—
|
|
(1,841)
|
|
(0.02)
|
|
Net Income (loss)
attributable to TETRA stockholders, as reported
|
$
|
(237,090)
|
|
$
|
2,303
|
|
$
|
(77,931)
|
|
$
|
(161,462)
|
|
$
|
(1.85)
|
|
|
|
|
|
|
|
Schedule F:
Non-GAAP Reconciliation to GAAP Financials
|
|
|
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
|
Adjusted
Interest Expense,
Net
|
Adjusted
Depreciation
&
Amortization(2)
|
Equity
Comp. Expense
|
Omnibus
Equity
|
Adjusted
EBITDA
|
|
(In
Thousands)
|
Fluids
Division
|
|
|
$
|
7,588
|
|
$
|
183
|
|
$
|
7,771
|
|
$
|
(85)
|
|
$
|
5,935
|
|
$
|
—
|
|
—
|
|
$
|
13,621
|
|
Production Testing
Division
|
|
|
(10,900)
|
|
15,112
|
|
4,212
|
|
(3)
|
|
2,410
|
|
—
|
|
—
|
|
6,619
|
|
Compression
Division
|
|
|
(9,719)
|
|
1,559
|
|
(8,160)
|
|
10,985
|
|
17,280
|
|
(934)
|
|
—
|
|
19,171
|
|
Offshore Services
Segment
|
|
|
(2,438)
|
|
256
|
|
(2,182)
|
|
—
|
|
2,746
|
|
—
|
|
—
|
|
564
|
|
Eliminations and
other
|
|
|
5
|
|
—
|
|
5
|
|
—
|
|
(5)
|
|
—
|
|
—
|
|
—
|
|
Subtotal
|
|
|
(15,464)
|
|
17,110
|
|
1,646
|
|
10,897
|
|
28,366
|
|
(934)
|
|
—
|
|
39,975
|
|
Corporate and
other
|
|
|
(22,126)
|
|
7,147
|
|
(14,979)
|
|
3,600
|
|
182
|
|
1,419
|
|
—
|
|
(9,778)
|
|
TETRA excluding
Maritech
|
|
|
(37,590)
|
|
24,257
|
|
(13,333)
|
|
14,497
|
|
28,548
|
|
485
|
|
—
|
|
30,197
|
|
Maritech
|
|
|
(474)
|
|
—
|
|
(474)
|
|
—
|
|
313
|
|
—
|
|
|
(161)
|
|
Total
TETRA
|
$
|
(34,974)
|
|
$
|
(3,090)
|
|
$
|
(38,064)
|
|
$
|
24,257
|
|
$
|
(13,807)
|
|
$
|
14,497
|
|
$
|
28,861
|
|
$
|
485
|
|
$
|
—
|
|
$
|
30,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
September 30,
2017
|
|
Net
Income
(Loss),
as
reported
|
Tax
Provision
|
Income
(Loss)
Before
Tax, as
Reported
|
Impairments
& Special Charges
|
Adjusted
Income
(Loss)
Before
Tax
|
Interest
Expense
|
Adjusted
Depreciation
&
Amortization
|
Equity
Comp.
Expense
|
Omnibus
Equity
|
Adjusted
EBITDA
|
|
(In
Thousands)
|
Fluids
Division
|
|
|
$
|
24,891
|
|
$
|
12
|
|
$
|
24,903
|
|
$
|
(8)
|
|
$
|
5,937
|
|
$
|
—
|
|
$
|
—
|
|
$
|
30,832
|
|
Production Testing
Division
|
|
|
(1,405)
|
|
—
|
|
(1,405)
|
|
(47)
|
|
2,518
|
|
—
|
|
—
|
|
1,066
|
|
Compression
Division
|
|
|
(7,014)
|
|
(545)
|
|
(7,559)
|
|
10,811
|
|
17,361
|
|
261
|
|
—
|
|
20,874
|
|
Offshore Services
Segment
|
|
|
452
|
|
4
|
|
456
|
|
—
|
|
2,886
|
|
—
|
|
—
|
|
3,342
|
|
Eliminations and
other
|
|
|
—
|
|
2
|
|
2
|
|
(1)
|
|
(4)
|
|
—
|
|
—
|
|
(3)
|
|
Subtotal
|
|
|
16,924
|
|
(527)
|
|
16,397
|
|
10,755
|
|
28,698
|
|
261
|
|
—
|
|
56,111
|
|
Corporate and
other
|
|
|
(16,551)
|
|
(46)
|
|
(16,597)
|
|
3,899
|
|
129
|
|
1,512
|
|
—
|
|
(11,032)
|
|
TETRA excluding
Maritech
|
|
|
373
|
|
(573)
|
|
(200)
|
|
14,654
|
|
28,827
|
|
1,773
|
|
—
|
|
45,079
|
|
Maritech
|
|
|
(914)
|
|
—
|
|
(914)
|
|
—
|
|
373
|
|
—
|
|
—
|
|
(541)
|
|
Total
TETRA
|
$
|
(1,338)
|
|
$
|
797
|
|
$
|
(541)
|
|
$
|
(573)
|
|
$
|
(1,114)
|
|
$
|
14,654
|
|
$
|
29,200
|
|
$
|
1,773
|
|
$
|
—
|
|
$
|
44,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
December 31,
2016
|
|
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(1)
|
Depreciation
&
Amortization(2)
|
Adjusted
Equity
Comp.
Expense
|
Omnibus
Equity(3)
|
Adjusted
EBITDA
|
|
(In
Thousands)
|
Fluids
Division
|
|
|
$
|
1,499
|
|
$
|
634
|
|
$
|
2,133
|
|
$
|
12
|
|
$
|
6,460
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8,605
|
|
Production Testing
Division
|
|
|
(7,547)
|
|
3,596
|
|
(3,951)
|
|
(115)
|
|
3,579
|
|
—
|
|
—
|
|
(487)
|
|
Compression
Division
|
|
|
(11,821)
|
|
(268)
|
|
(12,089)
|
|
10,303
|
|
17,111
|
|
792
|
|
1,576
|
|
17,693
|
|
Offshore Services
Segment
|
|
|
(6,233)
|
|
1,216
|
|
(5,017)
|
|
—
|
|
2,689
|
|
—
|
|
—
|
|
(2,328)
|
|
Eliminations and
other
|
|
|
5
|
|
—
|
|
5
|
|
—
|
|
(5)
|
|
—
|
|
—
|
|
—
|
|
Subtotal
|
|
|
(24,097)
|
|
5,178
|
|
(18,919)
|
|
10,200
|
|
29,834
|
|
792
|
|
1,576
|
|
23,483
|
|
Corporate and
other
|
|
|
(16,637)
|
|
3,558
|
|
(13,079)
|
|
4,609
|
|
103
|
|
1,406
|
|
(1,576)
|
|
(8,537)
|
|
TETRA excluding
Maritech
|
|
|
(40,734)
|
|
8,736
|
|
(31,998)
|
|
14,809
|
|
29,937
|
|
2,198
|
|
—
|
|
14,946
|
|
Maritech
|
|
|
2,823
|
|
—
|
|
2,823
|
|
—
|
|
379
|
|
—
|
|
—
|
|
3,202
|
|
Total
TETRA
|
$
|
(38,410)
|
|
$
|
499
|
|
$
|
(37,911)
|
|
$
|
8,736
|
|
$
|
(29,175)
|
|
$
|
14,809
|
|
$
|
30,316
|
|
$
|
2,198
|
|
$
|
—
|
|
$
|
18,148
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Adjusted interest
expense, net, for the three month period ended December 31, 2016,
excludes $0.5 million of certain interest expense which is included
as a special charge.
|
|
|
|
|
(2)
|
Adjusted depreciation
& amortization, net, for the three month period ended December
31, 2016 excludes $0.3 million of certain accretion expense which
is included as a special charge.
|
(3)
|
Reimbursement from
CCLP under Omnibus Agreement for 2016 Q4 that was settled with
common units.
|
|
|
|
|
|
Twelve Months
Ended
|
|
December 31,
2017
|
|
Net
Income
(Loss), as reported
|
Tax
Provision
|
Income
(Loss)
Before
Tax, as
Reported
|
Impairment
& Special Charges
|
Adjusted
Income
(Loss)
Before
Tax
|
Adjusted
Interest Expense,
Net
|
Adjusted
Depreciation & Amortization(2)
|
Equity
Comp.
Expense
|
Omnibus
Equity (3)
|
Adjusted
EBITDA
|
|
(In
Thousands)
|
Fluids
Division
|
|
|
$
|
68,540
|
|
$
|
(12,557)
|
|
$
|
55,983
|
|
$
|
(53)
|
|
$
|
23,797
|
|
—
|
|
—
|
|
$
|
79,727
|
|
Production Testing
Division
|
|
|
(17,465)
|
|
15,382
|
|
(2,083)
|
|
(296)
|
|
10,612
|
|
—
|
|
—
|
|
8,233
|
|
Compression
Division
|
|
|
(37,246)
|
|
(1,937)
|
|
(39,183)
|
|
42,082
|
|
69,142
|
|
1,255
|
|
1,745
|
|
75,041
|
|
Offshore Services
Segment
|
|
|
(14,767)
|
|
4,124
|
|
(10,643)
|
|
—
|
|
10,678
|
|
—
|
|
—
|
|
35
|
|
Eliminations and
other
|
|
|
(152)
|
|
—
|
|
(152)
|
|
—
|
|
(19)
|
|
—
|
|
—
|
|
(171)
|
|
Subtotal
|
|
|
(1,090)
|
|
5,012
|
|
3,922
|
|
41,733
|
|
114,210
|
|
1,255
|
|
1,745
|
|
162,865
|
|
Corporate and
other
|
|
|
(57,721)
|
|
(3,841)
|
|
(61,562)
|
|
15,513
|
|
521
|
|
3,028
|
|
1,576
|
|
(40,924)
|
|
TETRA excluding
Maritech
|
|
|
(58,811)
|
|
1,171
|
|
(57,640)
|
|
57,246
|
|
114,731
|
|
4,283
|
|
3,321
|
|
121,941
|
|
Maritech
|
|
|
(2,172)
|
|
—
|
|
(2,172)
|
|
—
|
|
1,428
|
|
—
|
|
—
|
|
(744)
|
|
Total
TETRA
|
$
|
(62,183)
|
|
$
|
1,200
|
|
$
|
(60,983)
|
|
$
|
1,171
|
|
$
|
(59,812)
|
|
$
|
57,246
|
|
$
|
116,159
|
|
$
|
4,283
|
|
$
|
3,321
|
|
$
|
121,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months
Ended
|
|
December 31,
2016
|
|
Net
Income
(Loss), as
reported
|
Tax
Provision
|
Income
(Loss)
Before
Tax, as
Reported
|
Impairment
& Special Charges
|
Adjusted
Income
(Loss)
Before
Tax
|
Adjusted
Interest Expense,
Net(1)
|
Depreciation &
Amortization(2)
|
Adjusted
Equity
Comp.
Expense
|
Omnibus
Equity(3)
|
Adjusted
EBITDA
|
|
(In
Thousands)
|
Fluids
Division
|
|
|
$
|
10,430
|
|
$
|
1,950
|
|
$
|
12,380
|
|
$
|
(4)
|
|
$
|
28,056
|
|
$
|
—
|
|
$
|
—
|
|
$
|
40,432
|
|
Production Testing
Division
|
|
|
(35,471)
|
|
20,826
|
|
(14,645)
|
|
(594)
|
|
16,238
|
|
—
|
|
—
|
|
999
|
|
Compression
Division
|
|
|
(136,327)
|
|
111,656
|
|
(24,671)
|
|
37,016
|
|
72,159
|
|
3,028
|
|
1,576
|
|
89,108
|
|
Offshore Services
Segment
|
|
|
(12,025)
|
|
1,283
|
|
(10,742)
|
|
—
|
|
11,086
|
|
—
|
|
—
|
|
344
|
|
Eliminations and
other
|
|
|
8
|
|
—
|
|
8
|
|
—
|
|
(17)
|
|
—
|
|
—
|
|
(10)
|
|
Subtotal
|
|
|
(173,385)
|
|
135,715
|
|
(37,670)
|
|
36,418
|
|
127,522
|
|
3,028
|
|
1,576
|
|
130,874
|
|
Corporate and
other
|
|
|
(61,864)
|
|
4,706
|
|
(57,158)
|
|
20,955
|
|
429
|
|
10,719
|
|
(1,576)
|
|
(26,631)
|
|
TETRA excluding
Maritech
|
|
|
(235,249)
|
|
140,421
|
|
(94,828)
|
|
57,373
|
|
127,751
|
|
13,747
|
|
—
|
|
104,243
|
|
Maritech
|
|
|
(1,841)
|
|
—
|
|
(1,841)
|
|
12
|
|
1,362
|
|
—
|
|
—
|
|
(467)
|
|
Total
TETRA
|
$
|
(239,393)
|
|
$
|
2,303
|
|
$
|
(237,090)
|
|
$
|
140,421
|
|
$
|
(96,669)
|
|
$
|
57,385
|
|
$
|
129,313
|
|
$
|
13,747
|
|
$
|
—
|
|
$
|
103,776
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Adjusted interest
expense, net, for the twelve month period ended December 31, 2016,
excludes $1.2 million of certain interest expense which is included
as a special charge.
|
(2)
|
Adjusted depreciation
& amortization, net, for the twelve month period ended December
31, 2016 excludes $0.3 million of certain accretion expense which
is included as a special charge.
|
(3)
|
Reimbursement from
CCLP under Omnibus Agreement for 2016 Q4 that was settled with
common units.
|
Schedule G:
Non-GAAP Reconciliation to TETRA Only Adjusted Free Cash
Flow
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
|
December 31,
2017
|
|
December 31,
2016
|
|
December 31,
2017
|
|
December 31,
2016
|
|
|
(In
Thousands)
|
|
Consolidated
|
|
|
|
|
|
|
|
|
Net cash provided by
operating activities
|
|
$
|
27,761
|
|
$
|
28,316
|
|
$
|
64,595
|
|
$
|
55,659
|
|
ARO
settlements
|
15
|
|
271
|
|
565
|
|
4,040
|
|
Capital expenditures,
net of sales proceeds
|
(23,260)
|
|
(5,268)
|
|
(51,061)
|
|
(17,712)
|
|
Consolidated adjusted
free cash flow
|
4,516
|
|
23,319
|
|
14,099
|
|
41,987
|
|
|
|
|
|
|
|
|
|
|
CSI Compressco
LP
|
|
|
|
|
|
|
|
|
Net cash provided by
operating activities
|
14,496
|
|
15,922
|
|
39,068
|
|
61,444
|
|
Capital expenditures,
net of sales proceeds
|
(11,413)
|
|
(3,057)
|
|
(25,126)
|
|
(10,659)
|
|
CSI Compressco free
cash flow
|
3,083
|
|
12,865
|
|
13,942
|
|
50,785
|
|
|
|
|
|
|
|
|
|
|
TETRA
Only
|
|
|
|
|
|
|
|
|
Cash from operating
activities(1)
|
13,265
|
|
12,394
|
|
27,559
|
|
(5,785)
|
|
ARO
settlements
|
15
|
|
271
|
|
565
|
|
4,040
|
|
Capital expenditures,
net of sales proceeds(1)
|
(11,847)
|
|
(2,211)
|
|
(27,967)
|
|
(7,053)
|
|
Free cash flow before
ARO settlements
|
1,433
|
|
10,454
|
|
157
|
|
(8,798)
|
|
Distributions from CSI
Compressco LP
|
2,905
|
|
5,574
|
|
14,242
|
|
22,298
|
|
Adjusted free cash
flow
|
4,338
|
|
16,028
|
|
14,399
|
|
13,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
TETRA only cash from
operating activities and capital expenditures, net of sales
proceeds, for the twelve months ended December 31, 2017, includes
the elimination of an intercompany equipment sale of $2.0
million.
|
Schedule H: Non-GAAP Reconciliation of TETRA Net Debt
The cash and debt positions of TETRA and CSI Compressco LP as of
December 31, 2017, are shown below.
TETRA and CSI Compressco LP's credit and 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,
2017
|
|
TETRA
|
|
CCLP
|
|
Consolidated
|
|
(In
Millions)
|
Non-restricted
cash
|
$
|
18.5
|
|
|
$
|
7.6
|
|
|
$
|
26.1
|
|
|
|
|
|
|
|
Carrying value of
long-term debt:
|
|
|
|
|
|
Revolver debt
outstanding
|
—
|
|
|
224.0
|
|
|
224.0
|
|
Senior Notes
outstanding
|
117.7
|
|
|
288.2
|
|
|
405.9
|
|
Net debt
|
$
|
99.2
|
|
|
$
|
504.6
|
|
|
$
|
603.8
|
|
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SOURCE TETRA Technologies, Inc.