- Secured a three-well deepwater TETRA CS Neptune fluids project
in the Gulf of Mexico with a super
major operator that is scheduled to begin late in the fourth
quarter of 2024.
- Second quarter revenue of $172
million increased 14% sequentially.
- Second quarter net income of $7.6
million.
- Second quarter net income per share was $0.06 and net income per share excluding unusual
items was $0.07.
- Adjusted EBITDA of $30.2 million
increased 32% sequentially, despite $1.1
million in foreign exchange losses.
- Second quarter net cash provided by operating activities of
$24.8 million with total adjusted
free cash flow of $9.4 million and
base business adjusted free cash flow(1) of $19.2 million.
THE
WOODLANDS, Texas, July 31,
2024 /PRNewswire/ -- TETRA Technologies, Inc.
("TETRA" or the "Company") (NYSE:TTI) today announced second
quarter 2024 financial results.
Brady Murphy, TETRA President and
Chief Executive Officer, stated, "Despite overall lower US onshore
completions activity in the second quarter, our results included
sequential improvements in revenue of 14% and Adjusted EBITDA of
32% driven by strong performance from our Completion Fluids &
Products Division. We achieved net cash provided by operating
activities of $24.8 million, base
business adjusted free cash flow(1) of $19.2 million, a 560 basis points sequential
improvement in Water & Flowback Services Adjusted EBITDA
margins (to 15.2%), and the award of a three-well TETRA CS Neptune
fluids deepwater Gulf of Mexico
project that is expected to begin late in the fourth quarter. The
second-quarter results were achieved despite $1.1 million of foreign exchange losses.
Second quarter 2024 revenue of $172 million decreased 2%
from the second quarter of 2023 but increased 14% from the first
quarter of 2024. Net income of $7.6 million, inclusive of $1.0 million of non-recurring charges,
compares to net income of $18.2 million in the second quarter of 2023,
inclusive of $0.9 million of
non-recurring credits, and to net income of $0.9 million in the first quarter of 2024,
inclusive of $5.2 million of
non-recurring charges.
"Second-quarter cash flow provided by operating activities was
$24.8 million and compares to cash
provided by operating activities of $28.4 million in the second quarter of 2023
and cash used in operating activities of $13.8 million in the first quarter of 2024.
Base business adjusted free cash flow was $19.2 million while investments in our
Arkansas bromine and lithium
projects were $9.8 million,
resulting in total adjusted free cash flow of $9.4 million in the second quarter of 2024
and compares to total adjusted free cash flow of $17.7 million in the second quarter of 2023
and a $29.6 million use of cash
in the first quarter of 2024. Working capital at the end of the
second quarter was $127 million and represents a $7.2 million decrease from the prior quarter
end. Working capital is defined as current assets, excluding cash
and restricted cash, less current liabilities. Our investments in
Kodiak Gas Services, Inc. ("Kodiak") and Standard Lithium Ltd.
("Standard Lithium") were $12.3 million and $1.0 million, respectively as of
June 30, 2024.
"Completion Fluids & Products experienced a strong quarter
with revenue of $100 million, a sequential improvement of 29%
driven primarily by strong seasonal European industrial chemicals
volumes, with 28.9% adjusted EBITDA margins. Offshore completion
fluids international activity was stronger in the second quarter
relative to the first quarter while the timing of deepwater
projects resulted in sequentially lower volumes in the Gulf of Mexico. Since the Gulf of Mexico is one of our largest deepwater
markets, it had an impact on overall segment activity. Net income
before taxes for the quarter was $26.7 million (26.6% of revenue) and
compares to $19.8 million (25.6%
of revenue) in the first quarter of 2024. Adjusted EBITDA was
$28.9 million and compares to
$21.8 million (28.1% of revenue) in
the first quarter of 2024.
"We are very pleased to have secured a three-well deepwater Gulf
of Mexico TETRA CS Neptune fluids project for a super major oil and
gas operator. This multi-well award is a great milestone for the
Company as it represents the second super major deepwater operator
in the Gulf of Mexico to utilize
TETRA CS Neptune fluids for their completion program and is the
first TETRA CS Neptune fluids job in the Gulf of Mexico since the fourth quarter of
2019. Since that time, we have been diligently working a potential
pipeline of TETRA CS Neptune fluids opportunities with numerous
deepwater operators and it is very gratifying to see the hard and
innovative work of our team paying off. We expect the first well
completion will start in the fourth quarter of this year and the
remaining wells to carry over through the first half of 2025.
"Water & Flowback Services revenue of $72 million
declined 2% from the first quarter. Despite the slight revenue
decline, Adjusted EBITDA margins of 15.2% improved sequentially by
560 basis points consistent with our expectations as we continue to
focus on deploying automated technologies across all phases of this
segment, including TETRA BlueLinx Automated Control System, TETRA
SandStorm Advanced Cyclone Technology, and TETRA Automated Drillout
Systems. Water & Flowback Services net income before taxes for
the quarter was $3.2 million and
compares to $0.7 million in the
first quarter of 2024. Adjusted EBITDA of $10.9 million increased $3.9 million sequentially."
(1)
|
Base business adjusted
free cash flow is defined as total adjusted free cash flow prior to
TETRA's investments in the Arkansas bromine and lithium
projects.
|
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,
total adjusted free cash flow, base business 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.
Second Quarter Results and Highlights
A summary of key financial metrics for the second quarter are as
follows:
|
Three Months
Ended
|
|
June 30,
2024
|
|
March 31,
2024
|
|
June 30,
2023
|
|
(in thousands, except
per share amounts)
|
Revenue
|
$
171,935
|
|
$
150,972
|
|
$
175,463
|
Net income
|
7,640
|
|
915
|
|
18,197
|
Adjusted
EBITDA
|
30,234
|
|
22,840
|
|
36,046
|
Net income per share
attributable to TETRA stockholders
|
0.06
|
|
0.01
|
|
0.14
|
Adjusted net income per
share
|
0.07
|
|
0.05
|
|
0.13
|
Net cash provided by
(used in) operating activities
|
24,831
|
|
(13,816)
|
|
28,372
|
Total adjusted free
cash flow(1)
|
$
9,369
|
|
$
(29,617)
|
|
$
17,711
|
|
|
(1)
|
For the three months
ended June 30, 2024, March 31, 2024 and June 30, 2023, total
adjusted free cash flow includes $9.8 million,
$4.1 million and $2.3 million, respectively, of
investments in the Arkansas bromine and lithium
projects.
|
Strategic Initiatives Update
Brady Murphy stated, "For our
strategic initiatives, we invested $9.8 million, net of reimbursement from our
partner, in Arkansas to advance
engineering and reservoir studies and began laying the groundwork
to put in place power infrastructure for our bromine project. This
additional analysis and work has positioned us to publish a
definitive feasibility study, that is in the final stages of
review, for bromine from our Evergreen Brine Unit to meet the
growing demands for oil and gas offshore completion fluids and the
new market opportunity for our TETRA PureFlow+ electrolyte for the
long duration energy storage market. The zinc bromide electrolyte
demand is expected to grow materially beginning in 2025. Our
produced water desalination for beneficial re-use continues to gain
significant customer interest and despite some regulatory
permitting delays on previously announced projects, we are seeing
broader industry commitment to desalination solutions. We have
expanded our confidential non-disclosure discussions for our
proprietary solution with seven different operators across the
Permian Basin, South Texas,
Mid-Continent and Appalachia regions. We expect to have additional
commercial pilot units in place in 2025 that over time are expected
to convert into large scale production facilities."
Free Cash Flow, Balance Sheet and Income Taxes
Cash provided by operating activities was $24.8 million in the second quarter and base
business adjusted free cash flow, which excludes investments in
Arkansas, was $19.2 million. Inclusive of $9.8 million of investments in Arkansas, total adjusted free cash flow was
$9.4 million. At the end of the
second quarter, unrestricted cash was $38
million and TETRA held an aggregate of $13.3 million in marketable securities between
its holdings in Kodiak and Standard Lithium. Liquidity at the end
of the second quarter was $180 million, inclusive of a
$75 million delayed draw feature to fund our Arkansas bromine project. Liquidity is defined
as unrestricted cash plus availability under the delayed draw from
our Term Credit Agreement and availability under our credit
agreements. Long-term debt, primarily with a January 2030 maturity, was $180 million,
while net debt was $142 million. TETRA's net leverage ratio
was 1.6X at the end of the second quarter of 2024. TETRA's return
on net capital employed was 17.4% at the end of the second quarter
of 2024.
Non-recurring Charges and Expenses
Non-recurring credits, charges and expenses are reflected on
Schedule E and include the following:
- $1.4 million of prior year
unusual foreign exchange losses
- $0.4 million of non-cash stock
appreciation right credits
Unrealized gains on investments totaling $46,000 are included in both reported and
adjusted earnings.
Conference Call
TETRA will host a conference call to discuss these results
tomorrow, August 1, 2024 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 03425#,
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 Total Adjusted Free
Cash Flow and Base Business 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; 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,
profits and returns from such activities; the accuracy of our
resources report, feasibility study and 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 all
such resources 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 potential joint venture for the Evergreen
Brine Unit, 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
|
|
June 30,
2024
|
|
March 31,
2024
|
|
June 30,
2023
|
|
(in thousands, except
per share amounts)
|
Revenues
|
$
171,935
|
|
$
150,972
|
|
$
175,463
|
|
|
|
|
|
|
Cost of sales,
services, and rentals
|
119,908
|
|
111,114
|
|
117,074
|
Depreciation,
amortization, and accretion
|
8,774
|
|
8,756
|
|
8,457
|
Impairments and other
charges
|
—
|
|
—
|
|
777
|
Total cost of
revenues
|
128,682
|
|
119,870
|
|
126,308
|
Gross
profit
|
43,253
|
|
31,102
|
|
49,155
|
Exploration and
pre-development costs
|
—
|
|
—
|
|
2,341
|
General and
administrative expense
|
22,137
|
|
22,298
|
|
26,225
|
Interest expense,
net
|
6,185
|
|
5,952
|
|
5,944
|
Loss on debt
extinguishment
|
—
|
|
5,535
|
|
—
|
Other income (expense),
net
|
2,452
|
|
(3,978)
|
|
(6,435)
|
Income before taxes and
discontinued operations
|
12,479
|
|
1,295
|
|
21,080
|
Provision for income
taxes
|
4,839
|
|
380
|
|
2,875
|
Income before
discontinued operations
|
7,640
|
|
915
|
|
18,205
|
Discontinued
operations:
|
|
|
|
|
|
Loss from discontinued
operations, net of taxes
|
—
|
|
—
|
|
(8)
|
Net income
|
7,640
|
|
915
|
|
18,197
|
Loss attributable to
noncontrolling interest
|
3
|
|
—
|
|
18
|
Net income attributable
to TETRA stockholders
|
$
7,643
|
|
$
915
|
|
$
18,215
|
|
|
|
|
|
|
Basic per share
information:
|
|
|
|
|
|
Net income attributable
to TETRA stockholders
|
$
0.06
|
|
$
0.01
|
|
$
0.14
|
Weighted average shares
outstanding
|
131,263
|
|
130,453
|
|
129,460
|
|
|
|
|
|
|
Diluted per share
information:
|
|
|
|
|
|
Net income attributable
to TETRA stockholders
|
$
0.06
|
|
$
0.01
|
|
$
0.14
|
Weighted average shares
outstanding
|
132,169
|
|
132,123
|
|
129,925
|
Schedule B:
Condensed Consolidated Balance Sheet (Unaudited)
|
|
|
June 30,
2024
|
|
December 31,
2023
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
37,713
|
|
$
52,485
|
Restricted
cash
|
5,039
|
|
—
|
Trade accounts
receivable
|
140,805
|
|
111,798
|
Inventories
|
82,780
|
|
96,536
|
Prepaid expenses and
other current assets
|
23,284
|
|
21,196
|
Total current
assets
|
289,621
|
|
282,015
|
Property, plant, and
equipment, net
|
121,584
|
|
107,716
|
Other intangible
assets, net
|
27,026
|
|
29,132
|
Operating lease
right-of-use assets
|
30,217
|
|
31,915
|
Investments
|
20,427
|
|
17,354
|
Other assets
|
10,850
|
|
10,829
|
Total long-term
assets
|
210,104
|
|
196,946
|
Total assets
|
$
499,725
|
|
$
478,961
|
LIABILITIES AND
EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Trade accounts
payable
|
$
53,069
|
|
$
52,290
|
Compensation and
employee benefits
|
17,111
|
|
26,918
|
Operating lease
liabilities, current portion
|
8,595
|
|
9,101
|
Accrued
taxes
|
13,977
|
|
10,350
|
Accrued liabilities
and other
|
27,584
|
|
27,303
|
Total current
liabilities
|
120,336
|
|
125,962
|
Long-term debt,
net
|
179,670
|
|
157,505
|
Operating lease
liabilities
|
25,957
|
|
27,538
|
Asset retirement
obligations
|
14,772
|
|
14,199
|
Deferred income
taxes
|
2,284
|
|
2,279
|
Other
liabilities
|
3,128
|
|
4,144
|
Total long-term
liabilities
|
225,811
|
|
205,665
|
Commitments and
contingencies
|
|
|
|
TETRA stockholders'
equity
|
154,838
|
|
148,591
|
Noncontrolling
interests
|
(1,260)
|
|
(1,257)
|
Total equity
|
153,578
|
|
147,334
|
Total liabilities and
equity
|
$
499,725
|
|
$
478,961
|
Schedule C:
Consolidated Statements of Cash Flows (Unaudited)
|
|
|
Three Months
Ended
|
|
June 30,
2024
|
|
March 31,
2024
|
|
June 30,
2023
|
|
(in
thousands)
|
Operating
activities:
|
|
|
|
|
|
Net income
|
$
7,640
|
|
$
915
|
|
$
18,197
|
Adjustments to
reconcile net income to net cash provided by (used in) operating
activities:
|
|
|
|
|
|
Depreciation,
amortization, and accretion
|
8,775
|
|
8,755
|
|
8,457
|
Impairments and other
charges
|
—
|
|
—
|
|
777
|
Gain on
investments
|
(46)
|
|
(2,795)
|
|
(908)
|
Equity-based
compensation expense
|
1,800
|
|
1,623
|
|
1,492
|
Provision for
(recovery of) credit losses
|
(52)
|
|
(115)
|
|
741
|
Amortization and
expense of financing costs
|
504
|
|
380
|
|
897
|
Loss on debt
extinguishment
|
—
|
|
5,535
|
|
—
|
Gain on sale of
assets
|
(38)
|
|
(29)
|
|
(111)
|
Other non-cash
credits
|
(133)
|
|
(553)
|
|
(637)
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
Accounts
receivable
|
(4,020)
|
|
(19,605)
|
|
(13,140)
|
Inventories
|
10,453
|
|
1,542
|
|
2,764
|
Prepaid expenses and
other current assets
|
758
|
|
(3,918)
|
|
(2,254)
|
Trade accounts payable
and accrued expenses
|
(913)
|
|
(5,577)
|
|
11,622
|
Other
|
103
|
|
26
|
|
475
|
Net cash provided by
(used in) operating activities
|
24,831
|
|
(13,816)
|
|
28,372
|
Investing
activities:
|
|
|
|
|
|
Purchases of property,
plant, and equipment, net
|
(15,392)
|
|
(15,827)
|
|
(10,490)
|
Proceeds from sale of
property, plant, and equipment
|
121
|
|
251
|
|
208
|
Purchase of
investments
|
—
|
|
—
|
|
(250)
|
Other investing
activities
|
(22)
|
|
(172)
|
|
(275)
|
Net cash used in
investing activities
|
(15,293)
|
|
(15,748)
|
|
(10,807)
|
Financing
activities:
|
|
|
|
|
|
Proceeds from credit
agreements and long-term debt
|
157
|
|
184,456
|
|
44,413
|
Principal payments on
credit agreements and long-term debt
|
(157)
|
|
(163,215)
|
|
(50,875)
|
Payments on financing
lease obligations
|
(363)
|
|
(277)
|
|
(431)
|
Debt issuance
costs
|
(679)
|
|
(5,277)
|
|
—
|
Shares withheld for
taxes on equity-based compensation
|
(48)
|
|
(2,339)
|
|
—
|
Other financing
activities
|
(1,280)
|
|
—
|
|
—
|
Net cash provided by
(used in) financing activities
|
(2,370)
|
|
13,348
|
|
(6,893)
|
Effect of exchange rate
changes on cash
|
(355)
|
|
(330)
|
|
320
|
Increase (decrease) in
cash and cash equivalents
|
6,813
|
|
(16,546)
|
|
10,992
|
Cash and cash
equivalents at beginning of period
|
35,939
|
|
52,485
|
|
16,683
|
Cash, cash equivalents
and restricted cash at end of period
|
$
42,752
|
|
$
35,939
|
|
$
27,675
|
|
|
|
|
|
|
Supplemental cash flow
information:
|
|
|
|
|
|
Interest
paid
|
$
5,424
|
|
$
5,406
|
|
$
4,899
|
Income taxes
paid
|
$
2,558
|
|
$
433
|
|
$
654
|
Accrued capital
expenditures at end of period
|
$
8,073
|
|
$
3,908
|
|
$
3,142
|
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, total adjusted free cash flow, base business
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.
Total 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. Base business adjusted free cash flow is
defined as Total adjusted free cash flow excluding TETRA's
investments in the Arkansas
bromine and lithium projects. 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.
Total 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
|
|
June 30,
2024
|
|
March 31,
2024
|
|
June 30,
2023
|
|
(in thousands, except
per share amounts)
|
|
|
|
|
|
|
Income before taxes
and discontinued operations
|
$
12,479
|
|
$
1,295
|
|
$
21,080
|
Provision for income
taxes
|
4,839
|
|
380
|
|
2,875
|
Loss attributed to
noncontrolling interest
|
3
|
|
—
|
|
18
|
Income from
continuing operations
|
7,643
|
|
915
|
|
18,223
|
Insurance
recoveries
|
—
|
|
—
|
|
(5)
|
Impairments and other
charges
|
—
|
|
—
|
|
777
|
Exploration and
pre-development costs
|
—
|
|
—
|
|
2,341
|
Adjustment to long-term
incentives
|
—
|
|
—
|
|
322
|
Former CEO stock
appreciation right credit
|
(428)
|
|
(186)
|
|
329
|
Transaction, legal, and
other expenses
|
37
|
|
(135)
|
|
57
|
Loss on debt
extinguishment
|
—
|
|
5,535
|
|
—
|
Income from
collaborative arrangements
|
—
|
|
—
|
|
(4,749)
|
Unusual foreign
exchange loss
|
1,387
|
|
—
|
|
—
|
Adjusted net
income
|
$
8,639
|
|
$
6,129
|
|
$
17,295
|
|
|
|
|
|
|
Diluted per share
information
|
|
|
|
|
|
Net income
attributable to TETRA stockholders
|
$
0.06
|
|
$
0.01
|
|
$
0.14
|
Adjusted net
income
|
$
0.07
|
|
$
0.05
|
|
$
0.13
|
Diluted weighted
average shares outstanding
|
132,169
|
|
132,123
|
|
129,925
|
Schedule F: Non-GAAP
Reconciliation of Adjusted EBITDA (Unaudited)
|
|
|
Three Months Ended
June 30, 2024
|
|
Completion Fluids
&
Products
|
|
Water &
Flowback
Services
|
|
Corporate
SG&A
|
|
Corporate
Other
|
|
Total
|
|
(in thousands, except
percents)
|
Revenues
|
$
100,019
|
|
$
71,916
|
|
$
—
|
|
$
—
|
|
$
171,935
|
Net income (loss)
before taxes and
discontinued
operations
|
26,653
|
|
3,156
|
|
(10,689)
|
|
(6,641)
|
|
12,479
|
Former CEO stock
appreciation right credit
|
—
|
|
—
|
|
(428)
|
|
—
|
|
(428)
|
Transaction,
restructuring, and other expenses
|
37
|
|
—
|
|
—
|
|
—
|
|
37
|
Unusual foreign
exchange loss
|
—
|
|
1,387
|
|
—
|
|
—
|
|
1,387
|
Interest (income)
expense, net
|
(135)
|
|
68
|
|
—
|
|
6,252
|
|
6,185
|
Depreciation,
amortization, and accretion
|
2,361
|
|
6,329
|
|
—
|
|
84
|
|
8,774
|
Equity-based
compensation expense
|
—
|
|
—
|
|
1,800
|
|
—
|
|
1,800
|
Adjusted
EBITDA
|
$
28,916
|
|
$
10,940
|
|
$
(9,317)
|
|
$
(305)
|
|
$
30,234
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a %
of revenue
|
28.9 %
|
|
15.2 %
|
|
|
|
|
|
17.6 %
|
|
|
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
June 30, 2023
|
|
Completion Fluids
&
Products
|
|
Water &
Flowback
Services
|
|
Corporate
SG&A
|
|
Corporate
Other
|
|
Total
|
|
(in thousands, except
percents)
|
Revenues
|
$
98,222
|
|
$
77,241
|
|
$
—
|
|
$
—
|
|
$
175,463
|
Net income (loss)
before taxes and
discontinued
operations
|
31,956
|
|
8,014
|
|
(12,595)
|
|
(6,295)
|
|
21,080
|
Insurance
recoveries
|
(5)
|
|
—
|
|
—
|
|
—
|
|
(5)
|
Impairments and other
charges
|
—
|
|
—
|
|
777
|
|
—
|
|
777
|
Exploration and
pre-development costs, and collaborative arrangements
|
(2,408)
|
|
—
|
|
—
|
|
—
|
|
(2,408)
|
Adjustment to long-term
incentives
|
—
|
|
—
|
|
322
|
|
—
|
|
322
|
Former CEO stock
appreciation right credit
|
—
|
|
—
|
|
329
|
|
—
|
|
329
|
Transaction,
restructuring, and other expenses
|
—
|
|
—
|
|
57
|
|
—
|
|
57
|
Interest (income)
expense, net
|
104
|
|
27
|
|
—
|
|
5,813
|
|
5,944
|
Depreciation,
amortization, and accretion
|
2,193
|
|
6,172
|
|
—
|
|
93
|
|
8,458
|
Equity-based
compensation expense
|
—
|
|
—
|
|
1,492
|
|
—
|
|
1,492
|
Adjusted
EBITDA
|
$
31,840
|
|
$
14,213
|
|
$
(9,618)
|
|
$
(389)
|
|
$
36,046
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a %
of revenue
|
32.4 %
|
|
18.4 %
|
|
|
|
|
|
20.5 %
|
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.
|
|
|
June 30,
2024
|
|
December 31,
2023
|
|
(in
thousands)
|
Unrestricted
Cash
|
$
37,713
|
|
$
52,485
|
|
|
|
|
Term Credit
Agreement
|
$
179,670
|
|
$
157,505
|
Net debt
|
$
141,957
|
|
$
105,020
|
Schedule H: Non-GAAP Reconciliation
to Total Adjusted Free Cash Flow and
Base Business
Adjusted Free Cash Flow (Unaudited)
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
June 30,
2024
|
|
March 31,
2024
|
|
June 30,
2023
|
|
June 30,
2024
|
|
June 30,
2023
|
|
(in
thousands)
|
|
|
|
|
Net cash provided by
(used in) operating activities
|
$
24,831
|
|
$
(13,816)
|
|
$
28,372
|
|
$
11,015
|
|
$
37,357
|
Capital expenditures,
net of proceeds from asset sales
|
(15,271)
|
|
(15,576)
|
|
(10,282)
|
|
(30,847)
|
|
(22,777)
|
Payments on financing
lease obligations
|
(363)
|
|
(277)
|
|
(431)
|
|
(640)
|
|
(689)
|
Distributions from
investments
|
172
|
|
52
|
|
52
|
|
224
|
|
104
|
Total Adjusted Free
Cash Flow
|
$
9,369
|
|
$
(29,617)
|
|
$
17,711
|
|
$
(20,248)
|
|
$
13,995
|
|
|
|
|
|
|
|
|
|
|
Total Adjusted Free
Cash Flow
|
$
9,369
|
|
$
(29,617)
|
|
$
17,711
|
|
$
(20,248)
|
|
$
13,995
|
Less Investments in
Arkansas
|
(9,829)
|
|
(4,103)
|
|
(2,341)
|
|
(13,932)
|
|
(3,175)
|
Base Business Adjusted
Free Cash Flow
|
$
19,198
|
|
$
(25,514)
|
|
$
20,052
|
|
$
(6,316)
|
|
$
17,170
|
Schedule I: Non-GAAP
Reconciliation to Net Leverage Ratio (Unaudited)
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
June 30,
2024
|
|
March 31,
2024
|
|
December 31,
2023
|
|
September 30,
2023
|
|
June 30,
2024
|
|
(in
thousands)
|
Net income (loss)
before taxes and
discontinued
operations
|
12,479
|
|
$
1,295
|
|
$
(3,631)
|
|
$
6,716
|
|
$
16,859
|
Insurance
recoveries
|
—
|
|
—
|
|
3
|
|
174
|
|
177
|
Impairments and other
charges
|
—
|
|
—
|
|
2,189
|
|
—
|
|
2,189
|
Exploration,
pre-development costs, and collaborative arrangements
|
—
|
|
—
|
|
2,684
|
|
1,842
|
|
4,526
|
Adjustment to long-term
incentives
|
—
|
|
—
|
|
281
|
|
501
|
|
782
|
Former CEO stock
appreciation right expense (credit)
|
(428)
|
|
(186)
|
|
(789)
|
|
1,073
|
|
(330)
|
Transaction,
restructuring, and other expenses
|
37
|
|
(135)
|
|
255
|
|
108
|
|
265
|
Unusual foreign
exchange loss
|
1,387
|
|
—
|
|
2,444
|
|
—
|
|
3,831
|
Loss on debt
extinguishment
|
—
|
|
5,535
|
|
—
|
|
—
|
|
5,535
|
Interest expense,
net
|
6,185
|
|
5,952
|
|
5,677
|
|
5,636
|
|
23,450
|
Depreciation,
amortization, and accretion
|
8,774
|
|
8,756
|
|
8,623
|
|
8,578
|
|
34,731
|
Equity compensation
expense
|
1,800
|
|
1,623
|
|
6,406
|
|
1,431
|
|
11,260
|
Unrealized (gain) loss
on investments
|
(46)
|
|
(2,795)
|
|
(696)
|
|
560
|
|
(2,977)
|
Gain on sale of
assets
|
(38)
|
|
(29)
|
|
(129)
|
|
(151)
|
|
(347)
|
Other debt covenant
adjustments
|
275
|
|
28
|
|
333
|
|
(393)
|
|
243
|
Debt covenant
adjusted EBITDA
|
$
30,425
|
|
$
20,044
|
|
$
23,650
|
|
$
26,075
|
|
$
100,194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2024
|
|
|
|
|
|
|
|
|
|
(in thousands, except
ratio)
|
Term credit
agreement
|
|
|
|
|
|
|
|
|
$
190,000
|
Capital lease
obligations
|
|
|
|
|
|
|
|
|
3,992
|
Other
obligations
|
|
|
|
|
|
|
|
|
1,280
|
Letters of credit and
guarantees
|
|
|
|
|
|
|
|
|
543
|
Total debt and
commitments
|
|
|
|
|
|
|
|
|
195,815
|
Unrestricted
cash
|
|
|
|
|
|
|
|
|
37,713
|
Debt covenant net
debt and commitments
|
|
|
|
|
|
|
|
$
158,102
|
Net leverage
ratio
|
|
|
|
|
|
|
|
|
1.6
|
Schedule J: Non-GAAP
Reconciliation to Return on Net Capital Employed
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
June 30,
2024
|
|
March 31,
2024
|
|
December 31,
2023
|
|
September 30,
2023
|
|
June 30,
2024
|
|
(in
thousands)
|
Net income (loss)
before taxes and
discontinued
operations
|
$
12,479
|
|
$
1,295
|
|
$
(3,631)
|
|
$
6,716
|
|
$
16,859
|
Insurance
recoveries
|
—
|
|
—
|
|
3
|
|
174
|
|
177
|
Impairments and other
charges
|
—
|
|
—
|
|
2,189
|
|
—
|
|
2,189
|
Exploration,
pre-development costs, and collaborative arrangements
|
—
|
|
—
|
|
2,684
|
|
1,842
|
|
4,526
|
Adjustment to long-term
incentives
|
—
|
|
—
|
|
281
|
|
500
|
|
781
|
Former CEO stock
appreciation right expense (credit)
|
(428)
|
|
(186)
|
|
(789)
|
|
1,074
|
|
(329)
|
Transaction,
restructuring, and other expenses
|
37
|
|
(135)
|
|
255
|
|
108
|
|
265
|
Loss on debt
extinguishment
|
—
|
|
5,535
|
|
—
|
|
—
|
|
5,535
|
Unusual foreign
exchange loss
|
1,387
|
|
—
|
|
2,444
|
|
—
|
|
3,831
|
Interest expense,
net
|
6,185
|
|
5,952
|
|
5,677
|
|
5,636
|
|
23,450
|
Adjusted
EBIT
|
$
19,660
|
|
$
12,461
|
|
$
9,113
|
|
$
16,050
|
|
$
57,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2024
|
|
June 30,
2023
|
|
|
|
|
|
|
|
(in thousands, except
ratio)
|
Consolidated total
assets
|
|
|
|
|
|
|
$ 499,725
|
|
$
469,992
|
Plus: assets impaired
in last twelve months
|
|
|
|
2,189
|
|
1,319
|
Less: cash, cash
equivalents, and restricted cash
|
|
|
|
42,752
|
|
27,675
|
Adjusted assets
employed
|
|
|
|
|
|
|
$
459,162
|
|
$
443,636
|
|
|
|
|
|
|
|
|
|
|
Consolidated current
liabilities
|
|
|
|
|
|
|
$ 120,336
|
|
$
125,831
|
Less: current
liabilities associated with discontinued operations
|
|
|
|
—
|
|
414
|
Adjusted current
liabilities
|
|
|
|
|
|
|
$
120,336
|
|
$
125,417
|
|
|
|
|
|
|
|
|
|
|
Net capital
employed
|
|
|
|
|
|
|
$ 338,826
|
|
$
318,219
|
Average net capital
employed
|
|
|
|
|
|
$
328,523
|
|
|
Return on net
capital employed for the
twelve months ended
June 30, 2024
|
|
|
|
17.4 %
|
|
|
View original content to download
multimedia:https://www.prnewswire.com/news-releases/tetra-technologies-inc-secures-three-well-tetra-cs-neptune-fluids-deepwater-gulf-of-mexico-project-and-announces-second-quarter-2024-financial-results-302211573.html
SOURCE TETRA Technologies, Inc.