- First quarter revenue of $151
million increased 3% year-over-year.
- First quarter net income was $915,000 and net income per share attributable to
TETRA stockholders was $0.01.
- First quarter net cash used in operating activities was
$13.8 million while adjusted free
cash flow was a use of $29.6
million.
- First quarter net income per share excluding unusual items was
$0.05. Adjusted EBITDA of
$22.8 million increased 11%
year-over-year.
- Term loan refinanced with a delayed draw feature for the
bromine project and a 2030 maturity.
THE
WOODLANDS, Texas, April 30,
2024 /PRNewswire/ -- TETRA Technologies, Inc.
("TETRA" or the "Company") (NYSE:TTI) today announced first quarter
2024 financial results.
Brady Murphy, TETRA President and
Chief Executive Officer, stated, "Overall first quarter results
were in-line with our expectations as Completion Fluids and
Products Adjusted EBITDA margins of 28.1% more than offset an
anticipated weaker Water & Flowback Services start to the year.
We are very encouraged with the deepwater projects that are lining
up for the year and the impact that those have on our high-value
completion fluids business. We also expect Water & Flowback
Services Adjusted EBITDA margins to rebound to the mid-teens in the
second quarter. Each of our strategic initiatives, including the
desalination of produced water for beneficial re-use, Eos Energy
Enterprises, Inc. (EOS) high duration battery electrolyte ramp-up
in the second half of 2024, completion of a Definitive Feasibility
Study (DFS) for the Arkansas
bromine processing facility and a negotiated lithium joint venture
with ExxonMobil for the Evergreen Brine Unit, are all advancing in
very positive directions. With an improving base business and
exciting strategic initiatives that are coming into focus, we are
very encouraged with the outlook for 2024 and beyond. Additionally,
during the first quarter we completed the refinancing of our term
loan which secured the required capital for our bromine project and
extended the term loan maturity to 2030."
First Quarter Results
First quarter 2024 revenue of $151 million increased 3%
from the first quarter of 2023 but decreased 1% from the fourth
quarter of 2023 reflecting the Argentina early production facility sale in
the fourth quarter. Net income of $915,000, inclusive of $5.2 million of non-recurring charges,
compares to net income of $6.0 million in the first quarter of 2023,
inclusive of $2.0 million of
non-recurring credits, and to a net loss before discontinued
operations of $4.2 million in
the fourth quarter of 2023, inclusive of $8.0 million of non-recurring
charges. The first quarter results include unrealized gains on
investments of $2.8 million,
mainly from our investment in CSI Compressco (which was acquired by
Kodiak as described below). Excluding these unrealized gains on
investments, Adjusted EBITDA for the first quarter of 2024 was
$20.0 million, or 13.3% of
revenue. Completion Fluids & Products revenue improved 12% over
a year ago, net income before taxes improved 7% and Adjusted EBITDA
improved 26%, excluding unrealized gains or losses on
investments.
"First quarter cash flow from operating activities was a use of
$13.8 million and compares to cash
provided by operating activities of $9.0 million in the first quarter of 2023
and to $18.9 million in the
fourth quarter of 2023. Adjusted free cash flow was a use of
$29.6 million in the first
quarter of 2024 and compares to a use of cash of $3.7 million in the first quarter of 2023
and to cash flow of $20.1 million in the fourth quarter of 2023.
Adjusted free cash flow includes $4.0
million of capital investments for the Arkansas bromine and lithium projects.
Accounts receivable increased $20.6
million sequentially due to the timing of revenue as sales
increased throughout the quarter. Working capital at the end of the
first quarter was $134 million and represents a
$30 million increase from the prior quarter. We expect an
improvement in working capital as the year progresses, reflecting
the seasonality of our European industrial chemicals business.
Working capital is defined as current assets, excluding cash and
restricted cash, less current liabilities.
Brady Murphy, further stated,
"Our Completion Fluids and Products business continues with strong
performance with 12% year-on-year revenue growth and 28.1% adjusted
EBITDA margins driven largely by 15 deepwater completion operations
in the quarter. Our pipeline of CS Neptune projects is growing as
we are confirmed to execute a job in June for a super major in the
North Sea and our confidence continues to increase for a
Gulf of Mexico project this year.
The year end 2023 slowdown in North
America onshore completion activity, which had an immediate
activity impact on our Water Services in the fourth quarter, had a
carryover affect to the first quarter for our Flowback operations,
which includes our higher margin TETRA Sandstorm business. We
typically see a one quarter lag between fracking and flowback
activity. We also experienced some one-off costs in our Water
Services business as our customer completion activity levels
rebounded to pre-fourth quarter 2023 levels. The combination of
lower Flowback activity and one-time costs for Water Services
impacted our margins for the quarter. Looking ahead to the second
quarter, we anticipate Water & Flowback Services revenues to be
more in-line with the pre-year end activity decline and Adjusted
EBITDA margins returning to the mid-teens while offshore activity
continues with strong momentum and our industrial chemicals
business ramps up for its seasonal peak.
"Water & Flowback Services revenue of $74 million
declined 4.5% year-on-year and 8.5% from the fourth quarter of
2023, which included the sale of an early production facility in
Argentina. Net income before taxes for the quarter was
$721,000 and compares to $6.4 million for the first quarter of 2023
and to $2.9 million the fourth
quarter of 2023. Adjusted EBITDA of $7.1 million decreased $5.8 million year-on-year and by
$4.2 million
quarter-over-quarter. Water & Flowback Services Adjusted EBITDA
margins of 9.6% decreased from 14.0% in the fourth quarter of 2023
and 16.7% in the first quarter of 2023. Despite the lower
first-quarter margins, we are confident that the focus on
value-added technology such as SandStorm and automation across all
our water services will allow us to improve margins. With respect
to our water desalination for beneficial re-use, we continue to
progress discussions for our first commercial plant with a major
North America operator and are in
discussions with operators for commercial pilot plants in the
Permian Basin.
"Completion Fluids & Products experienced a strong rebound
to start the year and we expect results for the first half of 2024
to exceed results for the first half of 2023. Completion Fluids
& Products first quarter revenue of $77 million increased
12% year-on-year. Sequentially, revenue increased 6.5% reflecting
strong momentum, particularly in the Gulf
of Mexico. Net income before taxes for the quarter was
$19.8 million (25.6% of revenue)
and compares to $18.4 million
(26.7% of revenue) in the first quarter of 2023 and to $11.0 million (15.1% of revenue) in the
fourth quarter of 2023. Adjusted EBITDA was $21.8 million (28.1% of revenue) and compares to
$18.0 million (26.1% of revenue) in
the first quarter of 2023 and to $18.3
million (25.3% of revenue) in the fourth quarter of 2023.
The first quarter included $0.9 million in net unrealized losses from
investments. Excluding unrealized losses from investments. Adjusted
EBITDA margins were 29.3%.
This press release includes the following financial measures
that are not presented in accordance with generally accepted
accounting principles in the United
States ("GAAP"): Adjusted net income per share, Adjusted
EBITDA, and Adjusted EBITDA Margin (Adjusted EBITDA as a percent of
revenue) on consolidated and segment basis, adjusted net income,
adjusted free cash flow, net debt, net leverage ratio and return on
net capital employed. Please see Schedules E through J for
reconciliations of these non-GAAP financial measures to the most
directly comparable GAAP measures.
First Quarter Results and Highlights
A summary of key financial metrics for the first quarter are as
follows:
|
Three Months
Ended
|
|
March 31,
2024
|
|
December 31,
2023
|
|
March 31,
2023
|
|
(in thousands, except
per share amounts)
|
Revenue
|
$
150,972
|
|
$
153,126
|
|
$
146,209
|
Income (loss) before
discontinued operations
|
915
|
|
(4,239)
|
|
6,045
|
Adjusted
EBITDA
|
22,840
|
|
24,142
|
|
20,587
|
Net income (loss) per
share attributable to TETRA stockholders
|
0.01
|
|
(0.03)
|
|
0.05
|
Adjusted net income per
share
|
0.05
|
|
0.03
|
|
0.03
|
Net cash provided by
(used in) operating activities
|
(13,816)
|
|
18,875
|
|
8,985
|
Adjusted free cash
flow(1)
|
$
(29,617)
|
|
$
20,073
|
|
$
(3,716)
|
|
|
(1)
|
For the three months
ended March 31, 2024, adjusted free cash flow includes $4.0
million of capital expenditures for the Arkansas bromine and
lithium projects.
|
Free Cash Flow, Balance Sheet and Income Taxes
Cash from operating activities was a use of $13.8 million in the first quarter and adjusted
free cash flow from continuing operations was a use of $29.6 million, including $4.0 million of capital expenditures for the
Arkansas bromine and lithium
projects. Liquidity at the end of the first quarter was
$195 million, inclusive of a
$75 million delayed draw feature to
fund our bromine project. Liquidity is defined as unrestricted cash
plus availability under the delayed draw from our Term Credit
Agreement, availability under the ABL Credit Agreement and Swedish
Credit Facility. At the end of the first quarter, unrestricted cash
was $36 million. Long-term debt, primarily with a January 2030 maturity, was $179 million,
while net debt was $143 million. TETRA's net leverage ratio
was 1.5X at the end of the first quarter of 2024. As of
March 31, 2024, TETRA held $13.1 million in total marketable securities
between its holdings in CSI Compressco and Standard Lithium. On
April 1, 2024, Kodak Gas Services,
Inc. ("Kodiak") (NYSE: KGS) completed its acquisition of CSI
Compressco and TETRA received shares of Kodiak common stock in the
acquisition in exchange for its common units in CSI Compressco.
TETRA's return on net capital employed was 19.6% at the end of the
first quarter of 2024.
Non-recurring Charges and Expenses
Non-recurring credits, charges and expenses are reflected on
Schedule E and include the following:
- $5.5 million of loss on debt
extinguishment primarily from non-cash unamortized finance costs
expensed in connection with the repayment of our prior Term Credit
Agreement in January 2024.
- $0.2 million of non-cash stock
appreciation right credits and $0.1
million of other credits.
Unrealized gains on investments totaling $2.8 million are included in both reported
and adjusted earnings.
Conference Call
TETRA will host a conference call to discuss these results
tomorrow, May 1, at 10:30 a.m. Eastern Time. The phone number for the
call is 1-800-836-8184. The conference call will also be available
by live audio webcast. A replay of the conference call will be
available at 1-888-660-6345 conference number 93272, 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, please contact Elijio Serrano, CFO, TETRA Technologies, Inc. at
(281) 367-1983 or via email at eserrano@onetetra.com.
Financial Statements, Schedules and Non-GAAP Reconciliation
Schedules (Unaudited)
Schedule A: Consolidated Income Statement
Schedule B: Condensed Consolidated Balance Sheet
Schedule C: Consolidated Statements of Cash Flows
Schedule D: Statement Regarding Use of Non-GAAP Financial
Measures
Schedule E: Non-GAAP Reconciliation of Adjusted Net
Income
Schedule F: Non-GAAP Reconciliation of Adjusted
EBITDA
Schedule G: Non-GAAP Reconciliation of Net Debt
Schedule H: Non-GAAP Reconciliation to Adjusted Free Cash
Flow
Schedule I: Non-GAAP Reconciliation to Net
Leverage Ratio
Schedule J: Non-GAAP Reconciliation to Return on Net
Capital Employed
Company Overview
TETRA Technologies, Inc. is an energy services and solutions
company focused on developing environmentally conscious services
and solutions that help make people's lives better. With operations
on six continents, the Company's portfolio consists of Energy
Services, Industrial Chemicals, and Lithium Ventures. In addition
to providing products and services to the oil and gas industry and
calcium chloride for diverse applications, TETRA is expanding into
the low-carbon energy market with chemistry expertise, key mineral
acreage, and global infrastructure, helping to meet the demand for
sustainable energy in the twenty-first century. Visit the Company's
website at www.onetetra.com for more information.
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 economic and operating conditions that are
outside of our control, including statements concerning recovery of
the oil and gas industry; customer delays for international
completion fluids related to global shipping and logistics issues;
potential revenue associated with prospective energy storage
projects or our pending carbon capture partnership; measured,
indicated and inferred mineral resources of lithium and/or bromine,
the potential extraction of lithium and bromine from our Evergreen
Brine Unit and other leased acreage, the economic viability
thereof, the demand for such resources, the timing and costs of
such activities, and the expected revenues and profits from such
activities; the accuracy of our resources report and initial
economic assessment regarding our lithium and bromine acreage;
projections or forecasts concerning the Company's business
activities, profitability, 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. With respect to the Company's
disclosures of measured, indicated and inferred mineral resources,
including bromine and lithium carbonate equivalent concentrations,
it is uncertain if they will ever be economically developed.
Investors are cautioned that mineral resources do not have
demonstrated economic value and further exploration may not result
in the estimation of a mineral reserve. Further, there are a number
of uncertainties related to processing lithium, which is an
inherently difficult process. Therefore, you are cautioned not to
assume that all or any part of our resources can be economically or
legally commercialized. 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 several risks and uncertainties, many of which are
beyond the control of the Company. With respect to the Company's
disclosures regarding the joint venture with Saltwerx, it is
uncertain about the ability of the parties to successfully
negotiate one or more definitive agreements, the future
relationship between the parties, and the ability to successfully
and economically produce lithium and bromine from the Evergreen
Brine Unit. Investors are cautioned that any such statements are
not guarantees of future performance 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. Investors should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks
only as of the date of the particular statement, and the Company
undertakes no obligation to update or revise any forward-looking
statements, except as may be required by law.
Schedule A:
Consolidated Income Statement (Unaudited)
|
|
|
Three Months
Ended
|
|
March 31,
2024
|
|
December 31,
2023
|
|
March 31,
2023
|
|
(in thousands, except
per share amounts)
|
Revenues
|
$
150,972
|
|
$
153,126
|
|
$
146,209
|
|
|
|
|
|
|
Cost of sales,
services, and rentals
|
111,114
|
|
112,070
|
|
104,066
|
Depreciation,
amortization, and accretion
|
8,756
|
|
8,624
|
|
8,670
|
Impairments and other
charges
|
—
|
|
2,189
|
|
—
|
Insurance
recoveries
|
—
|
|
—
|
|
(2,850)
|
Total cost of
revenues
|
119,870
|
|
122,883
|
|
109,886
|
Gross
profit
|
31,102
|
|
30,243
|
|
36,323
|
Exploration and
appraisal costs
|
—
|
|
5,283
|
|
720
|
General and
administrative expense
|
22,298
|
|
23,336
|
|
23,191
|
Interest expense,
net
|
5,952
|
|
5,677
|
|
5,092
|
Loss on debt
extinguishment
|
5,535
|
|
—
|
|
—
|
Other income,
net
|
(3,978)
|
|
(422)
|
|
(214)
|
Income (loss) before
taxes and discontinued operations
|
1,295
|
|
(3,631)
|
|
7,534
|
Provision for income
taxes
|
380
|
|
608
|
|
1,489
|
Income (loss) before
discontinued operations
|
915
|
|
(4,239)
|
|
6,045
|
Discontinued
operations:
|
|
|
|
|
|
Income (loss) from
discontinued operations, net of taxes
|
—
|
|
346
|
|
(12)
|
Net income
(loss)
|
915
|
|
(3,893)
|
|
6,033
|
Loss attributable to
noncontrolling interest
|
—
|
|
2
|
|
7
|
Net income (loss)
attributable to TETRA stockholders
|
$
915
|
|
$
(3,891)
|
|
$
6,040
|
|
|
|
|
|
|
Basic per share
information:
|
|
|
|
|
|
Net income (loss)
attributable to TETRA stockholders
|
$
0.01
|
|
$
(0.03)
|
|
$
0.05
|
Weighted average shares
outstanding
|
130,453
|
|
130,079
|
|
128,940
|
|
|
|
|
|
|
Diluted per share
information:
|
|
|
|
|
|
Net income (loss)
attributable to TETRA stockholders
|
$
0.01
|
|
$
(0.03)
|
|
$
0.05
|
Weighted average shares
outstanding
|
132,123
|
|
130,079
|
|
129,975
|
Schedule B:
Condensed Consolidated Balance Sheet (Unaudited)
|
|
|
March 31,
2024
|
|
December 31,
2023
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
35,939
|
|
$
52,485
|
Trade accounts
receivable
|
132,429
|
|
111,798
|
Inventories
|
94,285
|
|
96,536
|
Prepaid expenses and
other current assets
|
24,911
|
|
21,196
|
Total current
assets
|
287,564
|
|
282,015
|
Property, plant, and
equipment, net
|
113,369
|
|
107,716
|
Other intangible
assets, net
|
28,073
|
|
29,132
|
Operating lease
right-of-use assets
|
30,964
|
|
31,915
|
Investments
|
20,386
|
|
17,354
|
Other assets
|
10,969
|
|
10,829
|
Total long-term
assets
|
203,761
|
|
196,946
|
Total assets
|
$
491,325
|
|
$
478,961
|
LIABILITIES AND
EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Trade accounts
payable
|
$
47,491
|
|
$
52,290
|
Compensation and
employee benefits
|
19,232
|
|
26,918
|
Operating lease
liabilities, current portion
|
8,731
|
|
9,101
|
Accrued
taxes
|
13,192
|
|
10,350
|
Accrued liabilities
and other
|
29,280
|
|
27,303
|
Total current
liabilities
|
117,926
|
|
125,962
|
Long-term debt,
net
|
179,394
|
|
157,505
|
Operating lease
liabilities
|
26,738
|
|
27,538
|
Asset retirement
obligations
|
14,645
|
|
14,199
|
Deferred income
taxes
|
2,176
|
|
2,279
|
Other
liabilities
|
4,299
|
|
4,144
|
Total long-term
liabilities
|
227,252
|
|
205,665
|
Commitments and
contingencies
|
|
|
|
TETRA stockholders'
equity
|
147,404
|
|
148,591
|
Noncontrolling
interests
|
(1,257)
|
|
(1,257)
|
Total equity
|
146,147
|
|
147,334
|
Total liabilities and
equity
|
$
491,325
|
|
$
478,961
|
Schedule C:
Consolidated Statements of Cash Flows (Unaudited)
|
|
|
Three Months
Ended
|
|
March 31,
2024
|
|
December 31,
2023
|
|
March 31,
2023
|
|
(in
thousands)
|
Operating
activities:
|
|
|
|
|
|
Net income
(loss)
|
$
915
|
|
$
(3,893)
|
|
$
6,033
|
Adjustments to
reconcile net income (loss) to net cash provided by operating
activities:
|
|
|
|
|
|
Depreciation,
amortization, and accretion
|
8,755
|
|
8,624
|
|
8,670
|
Impairments and other
charges
|
—
|
|
2,189
|
|
—
|
(Gain) loss on
investments
|
(2,795)
|
|
(696)
|
|
505
|
Equity-based
compensation expense
|
1,623
|
|
6,423
|
|
1,276
|
Provision for
(recovery of) credit losses
|
(115)
|
|
95
|
|
(21)
|
Amortization and
expense of financing costs
|
380
|
|
726
|
|
884
|
Loss on debt
extinguishment
|
5,535
|
|
—
|
|
—
|
Insurance recoveries
associated with damaged equipment
|
—
|
|
—
|
|
(2,850)
|
Gain on sale of
assets
|
(29)
|
|
(130)
|
|
(170)
|
Other non-cash
credits
|
(553)
|
|
(244)
|
|
(100)
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
Accounts
receivable
|
(19,605)
|
|
12,565
|
|
12,626
|
Inventories
|
1,542
|
|
(3,215)
|
|
(11,313)
|
Prepaid expenses and
other current assets
|
(3,918)
|
|
863
|
|
4,496
|
Trade accounts payable
and accrued expenses
|
(5,577)
|
|
(3,021)
|
|
(11,179)
|
Other
|
26
|
|
(1,411)
|
|
128
|
Net cash provided by
(used in) operating activities
|
(13,816)
|
|
18,875
|
|
8,985
|
Investing
activities:
|
|
|
|
|
|
Purchases of property,
plant, and equipment, net
|
(15,827)
|
|
(7,912)
|
|
(12,784)
|
Proceeds from sale of
investments
|
—
|
|
3,900
|
|
—
|
Proceeds from sale of
property, plant, and equipment
|
251
|
|
6,003
|
|
289
|
Insurance recoveries
associated with damaged equipment
|
—
|
|
—
|
|
2,850
|
Other investing
activities
|
(172)
|
|
(100)
|
|
(1,552)
|
Net cash provided by
(used in) investing activities
|
(15,748)
|
|
1,891
|
|
(11,197)
|
Financing
activities:
|
|
|
|
|
|
Proceeds from credit
agreements and long-term debt
|
184,456
|
|
145
|
|
52,756
|
Principal payments on
credit agreements and long-term debt
|
(163,215)
|
|
(2,056)
|
|
(47,362)
|
Payments on financing
lease obligations
|
(277)
|
|
(858)
|
|
(258)
|
Tax remittances on
equity based compensation
|
(2,339)
|
|
—
|
|
—
|
Debt issuance costs
and other financing activities
|
(5,277)
|
|
—
|
|
—
|
Net cash provided by
(used in) financing activities
|
13,348
|
|
(2,769)
|
|
5,136
|
Effect of exchange rate
changes on cash
|
(330)
|
|
662
|
|
167
|
Increase (decrease) in
cash and cash equivalents
|
(16,546)
|
|
18,659
|
|
3,091
|
Cash and cash
equivalents at beginning of period
|
52,485
|
|
33,826
|
|
13,592
|
Cash and cash
equivalents at end of period
|
$
35,939
|
|
$
52,485
|
|
$
16,683
|
|
|
|
|
|
|
Supplemental cash flow
information:
|
|
|
|
|
|
Interest
paid
|
$
5,406
|
|
$
4,889
|
|
$
4,513
|
Income taxes
paid
|
$
433
|
|
$
864
|
|
$
1,358
|
Accrued capital
expenditures at end of period
|
$
3,908
|
|
$
5,171
|
|
$
2,490
|
Schedule D: Statement Regarding Use of Non-GAAP
Financial Measures
In addition to financial results determined in accordance
with U.S. GAAP, this press release may include the following
non-GAAP financial measures for the Company: adjusted net income
per share; consolidated and segment Adjusted EBITDA; segment
Adjusted EBITDA as a percent of revenue ("Adjusted EBITDA margin");
adjusted net income, adjusted free cash flow; net debt, net
leverage ratio, and return on net capital employed. The following
schedules provide reconciliations of these non-GAAP financial
measures to their most directly comparable U.S. GAAP measures. The
non-GAAP financial measures should be considered in addition to,
not as a substitute for, financial measures prepared in accordance
with U.S. 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
and credits 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 net income is defined as the Company's income (loss)
before noncontrolling interests and discontinued operations,
excluding certain special or other charges (or credits), and
including noncontrolling interest attributable to continued
operations. Adjusted net income 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 net income per share is defined as the Company's
diluted net income per share attributable to TETRA stockholders
excluding certain special or other charges (or credits). Adjusted
net income 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 is defined as net income (loss) before taxes and
discontinued operations, excluding impairments, exploration and
pre-development costs, certain special, non-recurring or other
charges (or credits), including loss on debt extinguishment,
interest, depreciation and amortization, income from collaborative
arrangement and certain non-cash items such as equity-based
compensation expense. The most directly comparable GAAP financial
measure is net income (loss) before taxes and discontinued
operations. Exploration and pre-development costs represent
expenditures incurred to evaluate potential future development of
TETRA's lithium and bromine properties in Arkansas. Such costs include exploratory
drilling and associated engineering studies. Income from
collaborative arrangement represents the portion of exploration and
pre-development costs that are reimbursable by our strategic
partner. We began capitalizing exploration and pre-development
costs in January 2024 and therefore
these costs are only excluded for periods prior to January 1, 2024. Exploration and pre-development
costs and the associated income from collaborative arrangement were
excluded from Adjusted EBITDA in prior periods because they did not
relate to the Company's current business operations. Adjustments to
long-term incentives represent cumulative adjustments to valuation
of long-term cash incentive compensation awards that are related to
prior years. These costs are excluded from Adjusted EBITDA because
they do not relate to the current year and are considered to be
outside of normal operations. Long-term incentives are earned over
a three-year period and the costs are recorded over the three-year
period they are earned. The amounts accrued or incurred are based
on a cumulative of the three-year period. Equity-based compensation
expense represents compensation that has been or will be paid in
equity and is excluded from Adjusted EBITDA because it is a
non-cash item. Adjusted EBITDA 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 and 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 free cash flow is defined as cash from operations less
capital expenditures net of sales proceeds and cost of equipment
sold, less payments on financing lease obligations and including
cash distributions to TETRA from investments and cash from sales of
investments. 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.
Adjusted free cash flow does 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.
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 balance sheet.
Management views 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.
Net leverage ratio is defined as debt excluding financing fees
& discount on term loan and including letters of credit and
guarantees, less cash divided by trailing twelve months adjusted
EBITDA for credit facilities. Adjusted EBITDA for credit facilities
consists of adjusted EBITDA described above, less non-cash (gain)
loss on sale of investments, (gain) loss on sales of assets and
excluding certain special or other charges (or credits). Management
primarily uses this metric to assess TETRA's ability to borrow,
reduce debt, add to cash balances, pay distributions, and fund
investing and financing activities.
Return on net capital employed is defined as Adjusted EBIT
divided by average net capital employed. Adjusted EBIT is defined
as net income (loss) before taxes and discontinued operations,
interest, and certain non-cash charges, and non-recurring
adjustments. Net capital employed is defined as assets, excluding
assets associated with discontinued operations, plus impaired
assets, less cash and cash equivalents and restricted cash, and
less current liabilities, excluding current liabilities associated
with discontinued operations. Average net capital employed is
calculated as the average of the beginning and ending net capital
employed for the respective periods. Return on net capital employed
is used by management as a supplemental financial measure to assess
the financial performance of the Company relative to assets,
without regard to financing methods or capital structure.
Schedule E: Non-GAAP
Reconciliation of Adjusted Net Income (Unaudited)
|
|
|
Three Months
Ended
|
|
March 31,
2024
|
|
December 31,
2023
|
|
March 31,
2023
|
|
(in thousands, except
per share amounts)
|
|
|
|
|
|
|
Income (loss) before
taxes and discontinued operations
|
$
1,295
|
|
$
(3,631)
|
|
$
7,534
|
Provision for income
taxes
|
380
|
|
608
|
|
1,489
|
Noncontrolling interest
attributed to continuing operations
|
—
|
|
2
|
|
7
|
Income (loss) from
continuing operations
|
915
|
|
(4,241)
|
|
6,038
|
Insurance
recoveries
|
—
|
|
3
|
|
(2,850)
|
Impairments and other
charges
|
—
|
|
2,189
|
|
—
|
Exploration and
pre-development costs
|
—
|
|
2,684
|
|
720
|
Adjustment to long-term
incentives
|
—
|
|
281
|
|
353
|
Former CEO stock
appreciation right credit
|
(186)
|
|
(789)
|
|
(307)
|
Transaction, legal, and
other expenses
|
(135)
|
|
255
|
|
82
|
Loss on debt
extinguishment
|
5,535
|
|
—
|
|
—
|
Unusual foreign
exchange loss
|
—
|
|
2,444
|
|
—
|
Unusual tax
provision
|
—
|
|
951
|
|
—
|
Adjusted net
income
|
$
6,129
|
|
$
3,777
|
|
$
4,036
|
|
|
|
|
|
|
Diluted per share
information
|
|
|
|
|
|
Net income (loss)
attributable to TETRA stockholders
|
$
0.01
|
0
|
$
(0.03)
|
|
$
0.05
|
Adjusted net
income
|
$
0.05
|
|
$
0.03
|
|
$
0.03
|
Diluted weighted
average shares outstanding
|
132,123
|
|
130,079
|
|
129,975
|
Schedule F: Non-GAAP
Reconciliation of Adjusted EBITDA (Unaudited)
|
|
|
Three Months Ended
March 31, 2024
|
|
Completion
Fluids &
Products
|
|
Water &
Flowback
Services
|
|
Corporate
SG&A
|
|
Corporate
Other
|
|
Total
|
|
(in thousands, except
percents)
|
Revenues
|
$
77,282
|
|
$
73,690
|
|
$
—
|
|
$
—
|
|
$
150,972
|
Net income (loss)
before taxes and discontinued operations
|
19,792
|
|
721
|
|
(11,101)
|
|
(8,117)
|
|
1,295
|
Former CEO stock
appreciation right credit
|
—
|
|
—
|
|
(186)
|
|
—
|
|
(186)
|
Transaction,
restructuring, and other expenses
|
(159)
|
|
—
|
|
24
|
|
—
|
|
(135)
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
—
|
|
5,535
|
|
5,535
|
Interest (income)
expense, net
|
(269)
|
|
76
|
|
—
|
|
6,145
|
|
5,952
|
Depreciation,
amortization, and accretion
|
2,387
|
|
6,288
|
|
—
|
|
81
|
|
8,756
|
Equity-based
compensation expense
|
—
|
|
—
|
|
1,623
|
|
—
|
|
1,623
|
Adjusted
EBITDA
|
$
21,751
|
|
$
7,085
|
|
$
(9,640)
|
|
$
3,644
|
|
$
22,840
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a %
of revenue
|
28.1 %
|
|
9.6 %
|
|
|
|
|
|
15.1 %
|
|
|
Three Months Ended
December 31, 2023
|
|
Completion
Fluids &
Products
|
|
Water &
Flowback
Services
|
|
Corporate
SG&A
|
|
Corporate
Other
|
|
Total
|
|
(in thousands, except
percents)
|
Revenues
|
$
72,556
|
|
$
80,570
|
|
$
—
|
|
$
—
|
|
$
153,126
|
Net income (loss)
before taxes and discontinued operations
|
10,984
|
|
2,855
|
|
(11,929)
|
|
(5,541)
|
|
(3,631)
|
Insurance
recoveries
|
3
|
|
—
|
|
—
|
|
—
|
|
3
|
Impairments and other
charges
|
2,189
|
|
—
|
|
—
|
|
—
|
|
2,189
|
Exploration,
pre-development costs, and collaborative arrangements
|
2,684
|
|
—
|
|
—
|
|
—
|
|
2,684
|
Adjustment to long-term
incentives
|
—
|
|
—
|
|
281
|
|
—
|
|
281
|
Former CEO stock
appreciation right credit
|
—
|
|
—
|
|
(789)
|
|
—
|
|
(789)
|
Transaction,
restructuring, and other expenses
|
—
|
|
—
|
|
255
|
|
—
|
|
255
|
Unusual foreign
exchange loss
|
—
|
|
2,444
|
|
—
|
|
—
|
|
2,444
|
Interest (income)
expense, net
|
(47)
|
|
(38)
|
|
—
|
|
5,762
|
|
5,677
|
Depreciation,
amortization, and accretion
|
2,508
|
|
6,019
|
|
—
|
|
96
|
|
8,623
|
Equity-based
compensation expense
|
—
|
|
—
|
|
6,406
|
|
—
|
|
6,406
|
Adjusted
EBITDA
|
$
18,321
|
|
$
11,280
|
|
$
(5,776)
|
|
$
317
|
|
$
24,142
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a %
of revenue
|
25.3 %
|
|
14.0 %
|
|
|
|
|
|
15.8 %
|
|
|
Three Months Ended
March 31, 2023
|
|
Completion
Fluids &
Products
|
|
Water &
Flowback
Services
|
|
Corporate
SG&A
|
|
Corporate
Other
|
|
Total
|
|
(in thousands, except
percents)
|
Revenues
|
$
69,042
|
|
$
77,167
|
|
$
—
|
|
$
—
|
|
$
146,209
|
Net income (loss)
before taxes and discontinued operations
|
18,442
|
|
6,378
|
|
(11,059)
|
|
(6,227)
|
|
7,534
|
Insurance
recoveries
|
(2,850)
|
|
—
|
|
—
|
|
—
|
|
(2,850)
|
Exploration,
pre-development costs, and collaborative arrangements
|
720
|
|
—
|
|
—
|
|
—
|
|
720
|
Adjustment to long-term
incentives
|
—
|
|
—
|
|
353
|
|
—
|
|
353
|
Former CEO stock
appreciation right credit
|
—
|
|
—
|
|
(307)
|
|
—
|
|
(307)
|
Transaction,
restructuring, and other expenses
|
—
|
|
—
|
|
82
|
|
—
|
|
82
|
Interest (income)
expense, net
|
(395)
|
|
27
|
|
—
|
|
5,460
|
|
5,092
|
Depreciation,
amortization, and accretion
|
2,052
|
|
6,509
|
|
—
|
|
109
|
|
8,670
|
Equity-based
compensation expense
|
17
|
|
—
|
|
1,276
|
|
—
|
|
1,293
|
Adjusted
EBITDA
|
$
17,986
|
|
$
12,914
|
|
$
(9,655)
|
|
$
(658)
|
|
$
20,587
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a %
of revenue
|
26.1 %
|
|
16.7 %
|
|
|
|
|
|
14.1 %
|
Schedule G: Non-GAAP
Reconciliation of Net Debt (Unaudited)
The following
reconciliation of net debt is presented as a supplement to
financial results prepared in accordance with GAAP.
|
|
|
March 31,
2024
|
|
December 31,
2023
|
|
(in
thousands)
|
Unrestricted
Cash
|
$
35,939
|
|
$
52,485
|
|
|
|
|
Term Credit
Agreement
|
$
179,394
|
|
$
157,505
|
Net debt
|
$
143,455
|
|
$
105,020
|
Schedule H: Non-GAAP Reconciliation
to Adjusted Free Cash Flow (Unaudited)
|
|
|
Three Months
Ended
|
|
March 31,
2024
|
|
December 31,
2023
|
|
March 31,
2023
|
|
(in
thousands)
|
Net cash provided by
(used in) operating activities
|
$
(13,816)
|
|
$
18,875
|
|
8,985
|
Capital expenditures,
net of proceeds from asset sales
|
(15,576)
|
|
(1,909)
|
|
(12,495)
|
Payments on financing
lease obligations
|
(277)
|
|
(845)
|
|
(258)
|
Distributions from
investments
|
52
|
|
52
|
|
52
|
Cash received from
sales of investments
|
—
|
|
3,900
|
|
—
|
Adjusted Free Cash
Flow(1)
|
$
(29,617)
|
|
$
20,073
|
|
$
(3,716)
|
|
|
(1)
|
For the three months
ended March 31, 2024, adjusted free cash flow includes $4.0 million
of capital expenditures for the Arkansas bromine and lithium
projects.
|
Schedule I: Non-GAAP
Reconciliation to Net Leverage Ratio (Unaudited)
|
|
|
Three Months
Ended
|
|
Twelve
Months Ended
|
|
March 31,
2024
|
|
December 31,
2023
|
|
September 30,
2023
|
|
June 30,
2023
|
|
March 31,
2024
|
|
(in
thousands)
|
Net income (loss)
before taxes and
discontinued
operations
|
$
1,295
|
|
$
(3,631)
|
|
$
6,716
|
|
$
21,080
|
|
$
25,460
|
Insurance
recoveries
|
—
|
|
3
|
|
174
|
|
(5)
|
|
172
|
Impairments and other
charges
|
—
|
|
2,189
|
|
—
|
|
777
|
|
2,966
|
Exploration,
pre-development costs, and collaborative arrangements
|
—
|
|
2,684
|
|
1,842
|
|
(2,408)
|
|
2,118
|
Adjustment to long-term
incentives
|
—
|
|
281
|
|
501
|
|
391
|
|
1,173
|
Former CEO stock
appreciation right expense (credit)
|
(186)
|
|
(789)
|
|
1,073
|
|
260
|
|
358
|
Transaction,
restructuring, and other expenses
|
(135)
|
|
255
|
|
108
|
|
57
|
|
285
|
Unusual foreign
exchange loss
|
—
|
|
2,444
|
|
—
|
|
—
|
|
2,444
|
Loss on debt
extinguishment
|
5,535
|
|
—
|
|
—
|
|
—
|
|
5,535
|
Interest expense,
net
|
5,952
|
|
5,677
|
|
5,636
|
|
5,944
|
|
23,209
|
Depreciation,
amortization, and accretion
|
8,756
|
|
8,623
|
|
8,578
|
|
8,458
|
|
34,415
|
Equity compensation
expense
|
1,623
|
|
6,406
|
|
1,431
|
|
1,492
|
|
10,952
|
Unrealized (gain) loss
on investments
|
(2,795)
|
|
(696)
|
|
560
|
|
(907)
|
|
(3,838)
|
Gain on sale of
assets
|
(29)
|
|
(129)
|
|
(151)
|
|
(112)
|
|
(421)
|
Other debt covenant
adjustments
|
28
|
|
333
|
|
(393)
|
|
883
|
|
851
|
Debt covenant
adjusted EBITDA
|
$
20,044
|
|
$
23,650
|
|
$
26,075
|
|
$
35,910
|
|
$
105,679
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2024
|
|
|
|
|
|
|
|
|
|
(in thousands, except
ratio)
|
Term credit
agreement
|
|
|
|
|
|
|
|
|
$
190,000
|
Capital lease
obligations
|
|
|
|
|
|
|
|
|
3,142
|
Other
obligations
|
|
|
|
|
|
|
|
|
2,560
|
ABL letters of credit
and guarantees
|
|
|
|
|
|
|
|
|
543
|
Total debt and
commitments
|
|
|
|
|
|
|
|
|
196,245
|
Unrestricted
cash
|
|
|
|
|
|
|
|
|
35,939
|
Debt covenant net
debt and commitments
|
|
|
|
|
|
|
|
$
160,306
|
Net leverage
ratio
|
|
|
|
|
|
|
|
|
1.5
|
Schedule J: Non-GAAP
Reconciliation to Return on Net Capital Employed
|
|
|
Three Months
Ended
|
|
Twelve
Months Ended
|
|
March 31,
2024
|
|
December 31,
2023
|
|
September 30,
2023
|
|
June 30,
2023
|
|
March 31,
2024
|
|
(in
thousands)
|
Net income (loss)
before taxes and discontinued operations
|
$
1,295
|
|
$
(3,631)
|
|
$
6,716
|
|
$
21,080
|
|
$
25,460
|
Insurance
recoveries
|
—
|
|
3
|
|
174
|
|
(5)
|
|
172
|
Impairments and other
charges
|
—
|
|
2,189
|
|
—
|
|
777
|
|
2,966
|
Exploration,
pre-development costs, and collaborative arrangements
|
—
|
|
2,684
|
|
1,842
|
|
(2,408)
|
|
2,118
|
Adjustment to long-term
incentives
|
—
|
|
281
|
|
500
|
|
322
|
|
1,103
|
Former CEO stock
appreciation right expense (credit)
|
(186)
|
|
(789)
|
|
1,074
|
|
329
|
|
428
|
Transaction,
restructuring, and other expenses
|
(135)
|
|
255
|
|
108
|
|
57
|
|
285
|
Loss on debt
extinguishment
|
5,535
|
|
—
|
|
—
|
|
—
|
|
5,535
|
Unusual foreign
exchange loss
|
—
|
|
2,444
|
|
—
|
|
—
|
|
2,444
|
Interest expense,
net
|
5,952
|
|
5,677
|
|
5,636
|
|
5,944
|
|
23,209
|
Adjusted
EBIT
|
$
12,461
|
|
$
9,113
|
|
$
16,050
|
|
$
26,096
|
|
$
63,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2024
|
|
March 31,
2023
|
|
|
|
|
|
|
|
(in thousands, except
ratio)
|
Consolidated total
assets
|
|
|
|
|
|
|
$ 491,325
|
|
$
435,584
|
Plus: assets impaired
in last twelve months
|
|
|
|
2,966
|
|
2,804
|
Less: cash, cash
equivalents, and restricted cash
|
|
|
|
35,939
|
|
16,683
|
Adjusted assets
employed
|
|
|
|
|
|
|
$
458,352
|
|
$
421,705
|
|
|
|
|
|
|
|
|
|
|
Consolidated current
liabilities
|
|
|
|
|
|
|
$ 117,926
|
|
$
111,447
|
Less: current
liabilities associated with discontinued operations
|
|
|
|
—
|
|
914
|
Adjusted current
liabilities
|
|
|
|
|
|
|
$
117,926
|
|
$
110,533
|
|
|
|
|
|
|
|
|
|
|
Net capital
employed
|
|
|
|
|
|
|
$ 340,426
|
|
$
311,172
|
Average net capital
employed
|
|
|
|
|
|
$
325,799
|
|
|
Return on net
capital employed for the twelve months ended March 31,
2024
|
|
|
|
19.6 %
|
|
|
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SOURCE TETRA Technologies, Inc.