- Third-quarter revenue of $142
million
- GAAP income before taxes and discontinued operations of
$7.6 million and EPS from continuing
operations of $0.02
- Adjusted EBITDA of $23.5 million
and adjusted net income per share of $0.03
- Net cash provided by operating activities of $19.9 million, total adjusted free cash flow of
$7.4 million, base business adjusted
free cash flow(1) of $16.0
million
THE
WOODLANDS, Texas, Oct. 29, 2024 /PRNewswire/ --
TETRA Technologies, Inc. ("TETRA" or the "Company")
(NYSE:TTI) today announced third-quarter 2024
financial results and an increasing deepwater backlog
following the award of a deepwater project in
Brazil.
Brady Murphy, TETRA President and
Chief Executive Officer, stated, "Despite challenging third quarter
headwinds with three Gulf of
Mexico hurricanes and weaker U.S. onshore activity, cash
provided by operating activities of $19.9
million and Adjusted EBITDA of $23.5
million came in consistent with our expectations. Completion
Fluids & Products achieved 31.7% Adjusted EBITDA margins, while
Water & Flowback Services segment Adjusted EBITDA margins were
14.6%. We generated $16 million of adjusted free cash flow
from the base business and total adjusted free cash flow of
$7.4 million after investing
$8.7 million (net of reimbursements
from our Evergreen Unit partner) to advance our bromine project in
Arkansas.
We continue to build our backlog of deepwater projects by
securing a significant multi-well, multi-year deep water completion
fluids contract in Brazil. This is
our second significant deepwater Brazil contract in the past three years and
establishes us as the high-density offshore completion fluids
market leader in Brazil. The
third-quarter hurricanes, plus another in early October, have
shifted some of our planned Gulf of
Mexico deepwater work into early 2025. As a result, we
expect a slower fourth quarter, but the Brazil award along with the previously
announced three well TETRA CS Neptune fluids Gulf of Mexico project and anticipated
material step-up in zinc bromide-based battery electrolyte
shipments for energy storage is positioning us for a very strong
start to 2025. In anticipation of these projects that are starting
in the first quarter of 2025, we are increasing at year-end our
bromine-based fluids inventory to capitalize on those
opportunities. We have also engaged in discussions with bromine
suppliers to expand our access to bromine in 2025 and 2026 to meet
those demands that are expected to position TETRA for a strong
performance in 2025 and beyond.
We continue to deploy automation technology across all of our
water and flowback services, which is even more important in this
softer environment, and we are very encouraged with customer
adoption. In the third quarter, we set an all-time new record for
volumes of produced water recycled for frac re-use and we expect
the fourth quarter volumes to materially surpass the third quarter
treatment of recycled produced water volumes. Our progress on
produced water treatment and desalination for beneficial re-use
continues with seven customer non-disclosure agreements ("NDAs") in
place and two additional NDAs with major oil and gas operators
under negotiation.
It is anticipated that US onshore activity will remain slower
throughout the fourth quarter and flattish into 2025, and as a
result we initiated a series of cost reduction actions in the third
quarter, including a 6.5% reduction in global SG&A headcount,
and intend to continue to right size our US onshore operations as
needed."
Third-Quarter Results
Third-quarter 2024 revenue of $142 million decreased 6%
from the third quarter of 2023 and 18% from the second quarter of
2024 following the traditional seasonal peak of industrial chemical
sales in Europe. Third-quarter
revenue includes the benefit from the sale of an early production
facility ("EPF") expansion in Argentina, that partially offset the weaker
onshore activity in the Unites States and lower offshore
completions fluids activity, primarily in the Gulf of Mexico and Middle East. Net loss of $3.0 million, inclusive of a $5.8 million charge for decommissioning
obligations from discontinued operations and $0.5 million of non-recurring charges,
compares to net income of $5.4 million in the third quarter of 2023,
inclusive of $3.7 million of
non-recurring charges, and to net income of $7.6 million in the second quarter of 2024,
inclusive of $1.0 million of
non-recurring charges.
Third-quarter cash flow provided by operating activities was
$19.9 million and compares to cash
provided by operating activities of $14.0 million in the third quarter of 2023
and cash provided by operating activities of $25 million in
the second quarter of 2024. Base business adjusted free cash flow
was $16.0 million while
investments in our Arkansas
bromine and lithium projects were $8.7 million, resulting in total adjusted
free cash flow of $7.4 million
in the third quarter of 2024 and compares to total adjusted free
cash flow of $7.1 million in the
third quarter of 2023 and $9.4 million in the second quarter of 2024.
Working capital at the end of the third quarter was
$110 million, a $16.4 million decrease from the prior
quarter end. Working capital is defined as current assets,
excluding cash and restricted cash, less current liabilities.
Marketable equity investments in Kodiak Gas Services ("Kodiak"),
Inc. and Standard Lithium Ltd. ("Standard Lithium") totaled
$14.4 million as of
September 30, 2024.
Completion Fluids & Products third quarter of 2024 Adjusted
EBITDA margins were 31.7%, a sequential increase of 280 basis
points, despite revenue decreasing year-on-year by 11% and
decreasing sequentially by 35% following the strong seasonal
European industrial chemicals volumes. Overall completion fluids
activity was lower in the quarter relative to the second quarter as
multiple hurricanes impacted the timing of deepwater projects,
resulting in sequentially lower volumes in the Gulf of Mexico as well as lower sales to a
major Middle East national oil
customer as we transition from a term ending contract to a new
two-year fluids award that will start in 2025. Additionally,
we now anticipate the first of three TETRA CS Neptune fluids wells
to start in the first quarter of 2025. Net income before taxes for
the quarter was $19.1 million
(29.4% of revenue) and compares to $26.7 million (26.6% of revenue) in the
second quarter of 2024. Adjusted EBITDA was $20.6 million and compares to $28.9 million (28.9% of revenue) in the second
quarter of 2024.
Water & Flowback Services revenue of $77 million
improved $4.7 million or 6.5%
sequentially, with Adjusted EBITDA margins of 14.6%. Water &
Flowback Services income before taxes for the quarter was
$4.7 million and compares to
$3.2 million in the second
quarter of 2024. Adjusted EBITDA of $11.2 million increased $0.3 million sequentially. Weaker US onshore
completion activity was offset by the sale of the expansion to one
of the three Argentina EPFs and a record volume of produced water
recycle for frac re-use. As we deploy a larger percentage of our
automation technology throughout 2025, we anticipate overall lower
field headcount levels - which is expected to allow us to maintain
or further improve our mid-teens Adjusted EBITDA margins.
During the quarter, we completed an equity investment in KMX
Technologies for treating produced water from oil and gas wells for
beneficial re-use. The extensive testing of the KMX vacuum membrane
technology ("VMD") and the Hyrec Holdings Company W.L.L. osmotic
assisted reverse osmosis ("OARO") technology, along with our
proprietary pre-treatment technology and know-how, is meeting the
challenge to address all variabilities of produced water as an
effective industry solution. In addition to the benefits TETRA
brings as a service provider, we are taking a minority equity
position in KMX that affords TETRA shareholders an opportunity to
also benefit from the value creation we will bring to KMX as we
commercialize this revolutionary technology.
(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.
Third Quarter Results and Highlights
A summary of key financial metrics for the third quarter are as
follows:
|
|
Three Months
Ended
|
|
|
September
30,
2024
|
|
June
30,
2024
|
|
September
30,
2023
|
|
|
(in thousands, except
per share amounts)
|
Revenue
|
|
$
141,700
|
|
$
171,935
|
|
$
151,464
|
Income before
discontinued operations
|
|
2,762
|
|
7,640
|
|
5,468
|
Net income
(loss)
|
|
(2,998)
|
|
7,640
|
|
5,420
|
Adjusted
EBITDA
|
|
23,501
|
|
30,234
|
|
26,059
|
Net income per share
from continuing operations
|
|
$
0.02
|
|
$
0.06
|
|
$
0.04
|
Net income (loss) per
share attributable to TETRA stockholders
|
|
$
(0.02)
|
|
$
0.06
|
|
$
0.04
|
Adjusted net income per
share
|
|
$
0.03
|
|
$
0.07
|
|
$
0.07
|
Net cash provided by
operating activities
|
|
19,870
|
|
24,831
|
|
13,974
|
Total adjusted free
cash flow(1)
|
|
$
7,352
|
|
$
9,369
|
|
$
7,073
|
|
|
(1)
|
For the three months
ended September 30, 2024, June 30, 2024 and September 30, 2023,
total adjusted free cash flow includes $8.7 million, $9.8 million
and $1.8 million, respectively, of investments in the Arkansas
bromine and lithium projects.
|
Strategic Initiatives Update
Brady Murphy stated, "We invested
$8.7 million during the quarter
on our strategic initiatives in Arkansas, net of reimbursement from our
Evergreen Unit partner, to advance engineering and reservoir
studies and began laying the groundwork to put in place power
infrastructure for our bromine project. We published a definitive
feasibility study in August with compelling economics for the
production of bromine from our Evergreen Unit to meet the growing
demand for oil and gas offshore completion fluids and the new
market for the TETRA PureFlow+ electrolyte in the long duration
energy storage market. The zinc bromide electrolyte demand is
expected to grow materially beginning in 2025.
We are prioritizing our strategic initiatives on projects that
can immediately impact our near-term results, with a focus on TETRA
CS Neptune fluids in the Gulf of
Mexico, TETRA PureFlow+ electrolyte shipments to Eos Energy
Enterprises, and further advancing our water desalination
commercial pilot units that are expected to subsequently transition
into long duration contracts for commercial desalination plants.
Long term we believe that lithium prices will rebound to levels
that support increased investment in supply, especially from the
U.S., and we and our Evergreen Unit partner remain focused on
completing all the engineering studies required to define the
lithium project economics."
Free Cash Flow, Balance Sheet and Income Taxes
Cash provided by operating activities was $19.9 million in the third quarter and base
business adjusted free cash flow, which excludes investments in
Arkansas, was $16 million. Inclusive of $8.7 million of investments in Arkansas, total adjusted free cash flow was
$7.4 million. At the end of the third
quarter, unrestricted cash was $48
million and TETRA held an aggregate of over $14 million in marketable securities between its
holdings in Kodiak and Standard Lithium. Liquidity at the end of
the third quarter was $196 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 net of discount, with a January 2030 maturity, was $180 million,
while net debt was $131 million. TETRA's net leverage ratio
was 1.5X at the end of the third quarter of 2024.
TETRA's return on net capital employed was 16.6% at the end of
the third quarter of 2024.
Non-recurring Charges and Expenses
Non-recurring credits, charges and expenses are reflected on
Schedule E and include the following:
- $0.6 million of severance and
hurricane repair expenses
- $0.2 million of non-cash stock
appreciation right credits
- $0.1 million impairment related
to our corporate office lease
Unrealized gains on investments totaling $0.8 million are included in both reported and
adjusted earnings.
Conference Call
TETRA will host a conference call to discuss these results on
October 30, 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 57089#, 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 Low Carbon 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 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
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 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
|
|
|
September
30,
2024
|
|
June
30,
2024
|
|
September
30,
2023
|
|
|
(in thousands, except
per share amounts)
|
Revenues
|
|
$
141,700
|
|
$
171,935
|
|
$
151,464
|
|
|
|
|
|
|
|
Cost of sales,
services, and rentals
|
|
98,391
|
|
119,908
|
|
104,962
|
Depreciation,
amortization, and accretion
|
|
8,837
|
|
8,774
|
|
8,578
|
Impairments and other
charges
|
|
109
|
|
—
|
|
—
|
Total cost of
revenues
|
|
107,337
|
|
128,682
|
|
113,540
|
Gross
profit
|
|
34,363
|
|
43,253
|
|
37,924
|
Exploration and
pre-development costs
|
|
—
|
|
—
|
|
3,775
|
General and
administrative expense
|
|
22,406
|
|
22,137
|
|
23,838
|
Interest expense,
net
|
|
5,096
|
|
6,185
|
|
5,636
|
Other income (expense),
net
|
|
(715)
|
|
2,452
|
|
(2,041)
|
Income before taxes and
discontinued operations
|
|
7,576
|
|
12,479
|
|
6,716
|
Provision for income
taxes
|
|
4,744
|
|
4,839
|
|
1,248
|
Income before
discontinued operations
|
|
2,832
|
|
7,640
|
|
5,468
|
Discontinued
operations:
|
|
|
|
|
|
|
Loss from discontinued
operations, net of taxes
|
|
(5,830)
|
|
—
|
|
(48)
|
Net income
(loss)
|
|
(2,998)
|
|
7,640
|
|
5,420
|
Loss attributable to
noncontrolling interest
|
|
—
|
|
3
|
|
—
|
Net income (loss)
attributable to TETRA stockholders
|
|
$
(2,998)
|
|
$
7,643
|
|
$
5,420
|
|
|
|
|
|
|
|
Basic per share
information:
|
|
|
|
|
|
|
Income from continuing
operations
|
|
$
0.02
|
|
$
0.06
|
|
$
0.04
|
Income (loss) from
discontinued operations
|
|
$
(0.04)
|
|
$
0.00
|
|
$
0.00
|
Net income (loss)
attributable to TETRA stockholders
|
|
$
(0.02)
|
|
$
0.06
|
|
$
0.04
|
Weighted average shares
outstanding
|
|
131,579
|
|
131,263
|
|
129,777
|
|
|
|
|
|
|
|
Diluted per share
information:
|
|
|
|
|
|
|
Income from continuing
operations
|
|
$
0.02
|
|
$
0.06
|
|
$
0.04
|
Income (loss) from
discontinued operations
|
|
$
(0.04)
|
|
$
0.00
|
|
$
0.00
|
Net income (loss)
attributable to TETRA stockholders
|
|
$
(0.02)
|
|
$
0.06
|
|
$
0.04
|
Weighted average shares
outstanding
|
|
132,029
|
|
132,169
|
|
132,089
|
Schedule B:
Condensed Consolidated Balance Sheet (Unaudited)
|
|
September
30,
2024
|
|
December 31,
2023
|
|
(in
thousands)
|
|
(unaudited)
|
|
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
48,355
|
|
$
52,485
|
Restricted
cash
|
658
|
|
—
|
Trade accounts
receivable
|
110,050
|
|
111,798
|
Inventories
|
97,704
|
|
96,536
|
Prepaid expenses and
other current assets
|
21,763
|
|
21,196
|
Total current
assets
|
278,530
|
|
282,015
|
Property, plant, and
equipment, net
|
129,257
|
|
107,716
|
Other intangible
assets, net
|
26,027
|
|
29,132
|
Operating lease
right-of-use assets
|
30,181
|
|
31,915
|
Investments
|
22,754
|
|
17,354
|
Other assets
|
14,408
|
|
10,829
|
Total long-term
assets
|
222,627
|
|
196,946
|
Total assets
|
$
501,157
|
|
$
478,961
|
LIABILITIES AND
EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Trade accounts
payable
|
$
48,434
|
|
$
52,290
|
Compensation and
employee benefits
|
21,613
|
|
26,918
|
Operating lease
liabilities, current portion
|
8,741
|
|
9,101
|
Accrued
taxes
|
14,149
|
|
10,350
|
Accrued liabilities
and other
|
20,645
|
|
27,303
|
Current liabilities
associated with discontinued operations
|
5,830
|
|
—
|
Total current
liabilities
|
119,412
|
|
125,962
|
Long-term debt,
net
|
179,709
|
|
157,505
|
Operating lease
liabilities
|
25,862
|
|
27,538
|
Asset retirement
obligations
|
14,600
|
|
14,199
|
Deferred income
taxes
|
3,461
|
|
2,279
|
Other
liabilities
|
2,701
|
|
4,144
|
Total long-term
liabilities
|
226,333
|
|
205,665
|
Commitments and
contingencies
|
|
|
|
TETRA stockholders'
equity
|
156,672
|
|
148,591
|
Noncontrolling
interests
|
(1,260)
|
|
(1,257)
|
Total equity
|
155,412
|
|
147,334
|
Total liabilities and
equity
|
$
501,157
|
|
$
478,961
|
Schedule C:
Consolidated Statements of Cash Flows (Unaudited)
|
|
Three Months
Ended
|
|
September
30,
2024
|
|
June
30,
2024
|
|
September
30,
2023
|
|
(in
thousands)
|
Operating
activities:
|
|
|
|
|
|
Net income
(loss)
|
$
(2,998)
|
|
$
7,640
|
|
$
5,420
|
Adjustments to
reconcile net income (loss) to net cash provided by operating
activities:
|
|
|
|
|
|
Depreciation,
amortization, and accretion
|
8,837
|
|
8,775
|
|
8,578
|
Impairments and other
charges
|
109
|
|
—
|
|
—
|
(Gain) loss on
investments
|
(750)
|
|
(46)
|
|
560
|
Equity-based
compensation expense
|
1,481
|
|
1,800
|
|
1,431
|
Provision for
(recovery of) credit losses
|
130
|
|
(52)
|
|
(530)
|
Amortization and
expense of financing costs
|
239
|
|
504
|
|
926
|
Gain on sale of
assets
|
(75)
|
|
(38)
|
|
(151)
|
Other non-cash charges
(credits)
|
993
|
|
(133)
|
|
(984)
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
Accounts
receivable
|
26,634
|
|
(4,020)
|
|
8,114
|
Inventories
|
(13,953)
|
|
10,453
|
|
(11,441)
|
Prepaid expenses and
other current assets
|
1,930
|
|
758
|
|
(929)
|
Trade accounts payable
and accrued expenses
|
606
|
|
(913)
|
|
2,450
|
Other
|
(3,313)
|
|
103
|
|
530
|
Net cash provided by
operating activities
|
19,870
|
|
24,831
|
|
13,974
|
Investing
activities:
|
|
|
|
|
|
Purchases of property,
plant, and equipment, net
|
(14,573)
|
|
(15,392)
|
|
(6,966)
|
Proceeds from sale of
property, plant, and equipment
|
2,284
|
|
121
|
|
161
|
Purchase of
investments
|
(1,021)
|
|
—
|
|
(100)
|
Other investing
activities
|
(93)
|
|
(22)
|
|
(9)
|
Net cash used in
investing activities
|
(13,403)
|
|
(15,293)
|
|
(6,914)
|
Financing
activities:
|
|
|
|
|
|
Proceeds from credit
agreements and long-term debt
|
109
|
|
157
|
|
215
|
Principal payments on
credit agreements and long-term debt
|
(109)
|
|
(157)
|
|
(204)
|
Payments on financing
lease obligations
|
(414)
|
|
(363)
|
|
(148)
|
Debt issuance
costs
|
—
|
|
(679)
|
|
—
|
Shares withheld for
taxes on equity-based compensation
|
(566)
|
|
(48)
|
|
—
|
Other financing
activities
|
—
|
|
(1,280)
|
|
—
|
Net cash used in
financing activities
|
(980)
|
|
(2,370)
|
|
(137)
|
Effect of exchange rate
changes on cash
|
774
|
|
(355)
|
|
(772)
|
Increase in cash and
cash equivalents
|
6,261
|
|
6,813
|
|
6,151
|
Cash, cash equivalents,
and restricted cash at beginning of period
|
42,752
|
|
35,939
|
|
27,675
|
Cash, cash equivalents,
and restricted cash at end of period
|
$
49,013
|
|
$
42,752
|
|
$
33,826
|
|
|
|
|
|
|
Supplemental cash flow
information:
|
|
|
|
|
|
Interest
paid
|
$
5,607
|
|
$
5,424
|
|
$
4,870
|
Income taxes
paid
|
$
1,876
|
|
$
2,558
|
|
$
1,906
|
Accrued capital
expenditures at end of period
|
$
5,252
|
|
$
8,073
|
|
$
1,271
|
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 Evergreen Unit
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
|
|
September
30,
2024
|
|
June
30,
2024
|
|
September
30,
2023
|
|
(in thousands, except
per share amounts)
|
|
|
|
|
|
|
Income before taxes
and discontinued operations
|
$
7,576
|
|
$
12,479
|
|
$
6,716
|
Provision for income
taxes
|
4,744
|
|
4,839
|
|
1,248
|
Loss attributed to
noncontrolling interest
|
—
|
|
3
|
|
—
|
Income from
continuing operations
|
2,832
|
|
7,643
|
|
5,468
|
Insurance
recoveries
|
—
|
|
—
|
|
174
|
Impairments and other
charges
|
109
|
|
—
|
|
—
|
Exploration,
pre-development costs and collaborative arrangements
|
—
|
|
—
|
|
1,842
|
Adjustment to long-term
incentives
|
—
|
|
—
|
|
500
|
Former CEO stock
appreciation right (credit) expense
|
(190)
|
|
(428)
|
|
1,074
|
Transaction, legal, and
other expenses
|
592
|
|
37
|
|
108
|
Unusual foreign
exchange loss
|
—
|
|
1,387
|
|
—
|
Adjusted net
income
|
$
3,343
|
|
$
8,639
|
|
$
9,166
|
|
|
|
|
|
|
Diluted per share
information
|
|
|
|
|
|
Net income from
continuing operations
|
$
0.02
|
|
$
0.06
|
|
$
0.04
|
Adjusted net
income
|
$
0.03
|
|
$
0.07
|
|
$
0.07
|
Diluted weighted
average shares outstanding
|
132,029
|
|
132,169
|
|
132,089
|
Schedule F: Non-GAAP
Reconciliation of Adjusted EBITDA (Unaudited)
|
|
Three Months Ended
September 30, 2024
|
|
Completion
Fluids
&
Products
|
|
Water
&
Flowback
Services
|
|
Corporate
SG&A
|
|
Corporate
Other
|
|
Total
|
|
(in thousands, except
percents)
|
Revenues
|
$
65,131
|
|
$
76,569
|
|
$
—
|
|
$
—
|
|
$
141,700
|
Net income (loss)
before taxes and
discontinued
operations
|
19,119
|
|
4,674
|
|
(10,779)
|
|
(5,438)
|
|
7,576
|
Impairments and other
charges
|
—
|
|
—
|
|
109
|
|
—
|
|
109
|
Former CEO stock
appreciation right credit
|
—
|
|
—
|
|
(190)
|
|
—
|
|
(190)
|
Transaction,
restructuring, and other expenses
|
39
|
|
203
|
|
350
|
|
—
|
|
592
|
Interest (income)
expense, net
|
(942)
|
|
(5)
|
|
—
|
|
6,043
|
|
5,096
|
Depreciation,
amortization, and accretion
|
2,416
|
|
6,328
|
|
—
|
|
93
|
|
8,837
|
Equity-based
compensation expense
|
—
|
|
—
|
|
1,481
|
|
—
|
|
1,481
|
Adjusted
EBITDA
|
$
20,632
|
|
$
11,200
|
|
$
(9,029)
|
|
$
698
|
|
$
23,501
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a %
of revenue
|
31.7 %
|
|
14.6 %
|
|
|
|
|
|
16.6 %
|
|
|
|
|
|
|
|
|
|
|
|
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
September 30, 2023
|
|
Completion
Fluids
&
Products
|
|
Water
&
Flowback
Services
|
|
Corporate
SG&A
|
|
Corporate
Other
|
|
Total
|
|
(in thousands, except
percents)
|
Revenues
|
$
73,210
|
|
$
78,254
|
|
$
—
|
|
$
—
|
|
$
151,464
|
Net income (loss)
before taxes and
discontinued
operations
|
16,932
|
|
8,475
|
|
(13,552)
|
|
(5,139)
|
|
6,716
|
Insurance
recoveries
|
174
|
|
—
|
|
—
|
|
—
|
|
174
|
Exploration,
pre-development costs, and collaborative
arrangements
|
1,842
|
|
—
|
|
—
|
|
—
|
|
1,842
|
Adjustment to long-term
incentives
|
—
|
|
—
|
|
500
|
|
—
|
|
500
|
Former CEO stock
appreciation right credit
|
—
|
|
—
|
|
1,074
|
|
—
|
|
1,074
|
Transaction,
restructuring, and other expenses
|
—
|
|
—
|
|
108
|
|
—
|
|
108
|
Interest (income)
expense, net
|
(309)
|
|
190
|
|
—
|
|
5,755
|
|
5,636
|
Depreciation,
amortization, and accretion
|
2,301
|
|
6,176
|
|
—
|
|
101
|
|
8,578
|
Equity-based
compensation expense
|
—
|
|
—
|
|
1,431
|
|
—
|
|
1,431
|
Adjusted
EBITDA
|
$
20,940
|
|
$
14,841
|
|
$
(10,439)
|
|
$
717
|
|
$
26,059
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a %
of revenue
|
28.6 %
|
|
19.0 %
|
|
|
|
|
|
17.2 %
|
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.
|
|
September
30,
2024
|
|
December 31,
2023
|
|
(in
thousands)
|
Unrestricted
Cash
|
$
48,355
|
|
$
52,485
|
|
|
|
|
Term Credit Agreement
|
$
179,709
|
|
$
157,505
|
Net debt
|
$
131,354
|
|
$
105,020
|
Schedule H: Non-GAAP Reconciliation
to Total Adjusted Free Cash Flow and
Base Business
Adjusted Free Cash Flow (Unaudited)
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
September
30,
2024
|
|
June
30,
2024
|
|
September
30,
2023
|
|
September
30,
2024
|
|
September
30,
2023
|
|
(in
thousands)
|
|
|
|
|
Net cash provided by
operating activities
|
$
19,870
|
|
$
24,831
|
|
$
13,974
|
|
$
30,885
|
|
$
51,331
|
Capital expenditures,
net of proceeds from asset sales
|
(12,289)
|
|
(15,271)
|
|
(6,805)
|
|
(43,136)
|
|
(29,582)
|
Payments on financing
lease obligations
|
(414)
|
|
(363)
|
|
(148)
|
|
(1,054)
|
|
(837)
|
Distributions from
investments
|
185
|
|
172
|
|
52
|
|
410
|
|
157
|
Total Adjusted Free
Cash Flow
|
$
7,352
|
|
$
9,369
|
|
$
7,073
|
|
$
(12,895)
|
|
$
21,069
|
|
|
|
|
|
|
|
|
|
|
Total Adjusted Free
Cash Flow
|
$
7,352
|
|
$
9,369
|
|
$
7,073
|
|
$
(12,895)
|
|
$
21,069
|
Less Investments in
Arkansas
|
(8,659)
|
|
(9,829)
|
|
(1,842)
|
|
(22,591)
|
|
(154)
|
Base Business Adjusted
Free Cash Flow
|
$
16,011
|
|
$
19,198
|
|
$
8,915
|
|
$
9,696
|
|
$
21,223
|
Schedule I: Non-GAAP
Reconciliation to Net Leverage Ratio (Unaudited)
|
|
Three Months
Ended
|
|
Twelve
Months
Ended
|
|
September
30,
2024
|
|
June
30,
2024
|
|
March 31,
2024
|
|
December
31,
2023
|
|
September
30,
2024
|
|
(in
thousands)
|
Net income (loss)
before taxes and
discontinued
operations
|
7,576
|
|
$
12,479
|
|
$
1,295
|
|
$
(3,631)
|
|
$
17,719
|
Insurance
recoveries
|
—
|
|
—
|
|
—
|
|
3
|
|
3
|
Impairments and other
charges
|
109
|
|
—
|
|
—
|
|
2,189
|
|
2,298
|
Exploration,
pre-development costs, and collaborative arrangements
|
—
|
|
—
|
|
—
|
|
2,684
|
|
2,684
|
Adjustment to long-term
incentives
|
—
|
|
—
|
|
—
|
|
281
|
|
281
|
Former CEO stock
appreciation right credit
|
(190)
|
|
(428)
|
|
(186)
|
|
(789)
|
|
(1,593)
|
Transaction,
restructuring, and other expenses (credits)
|
592
|
|
37
|
|
(135)
|
|
255
|
|
749
|
Unusual foreign
exchange loss
|
—
|
|
1,387
|
|
—
|
|
2,444
|
|
3,831
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
5,535
|
|
—
|
|
5,535
|
Interest expense,
net
|
5,096
|
|
6,185
|
|
5,952
|
|
5,677
|
|
22,910
|
Depreciation,
amortization, and accretion
|
8,837
|
|
8,774
|
|
8,756
|
|
8,623
|
|
34,990
|
Equity compensation
expense
|
1,481
|
|
1,800
|
|
1,623
|
|
6,406
|
|
11,310
|
Unrealized gain on
investments
|
(750)
|
|
(46)
|
|
(2,795)
|
|
(696)
|
|
(4,287)
|
Gain on sale of
assets
|
(75)
|
|
(38)
|
|
(29)
|
|
(129)
|
|
(271)
|
Other debt covenant
adjustments
|
362
|
|
275
|
|
28
|
|
333
|
|
998
|
Debt covenant
adjusted EBITDA
|
$
23,038
|
|
$
30,425
|
|
$
20,044
|
|
$
23,650
|
|
$
97,157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30,
2024
|
|
|
|
|
|
|
|
|
|
(in
thousands,
except
ratio)
|
Term credit
agreement
|
|
|
|
|
|
|
|
|
$
190,000
|
Capital lease
obligations
|
|
|
|
|
|
|
|
|
3,644
|
Other
obligations
|
|
|
|
|
|
|
|
|
1,280
|
Letters of credit and
guarantees
|
|
|
|
|
|
|
|
|
183
|
Total debt and
commitments
|
|
|
|
|
|
|
|
|
195,107
|
Unrestricted
cash
|
|
|
|
|
|
|
|
|
48,355
|
Debt covenant net
debt and commitments
|
|
|
|
|
|
|
|
$
146,752
|
Net leverage
ratio
|
|
|
|
|
|
|
|
|
1.5
|
Schedule J: Non-GAAP
Reconciliation to Return on Net Capital Employed
|
|
Three Months
Ended
|
|
Twelve
Months
Ended
|
|
September
30,
2024
|
|
June
30,
2024
|
|
March 31,
2024
|
|
December
31,
2023
|
|
September
30,
2024
|
|
(in
thousands)
|
Net income (loss)
before taxes and
discontinued
operations
|
$
7,576
|
|
$
12,479
|
|
$
1,295
|
|
$
(3,631)
|
|
$
17,719
|
Insurance
recoveries
|
—
|
|
—
|
|
—
|
|
3
|
|
3
|
Impairments and other
charges
|
109
|
|
—
|
|
—
|
|
2,189
|
|
2,298
|
Exploration,
pre-development costs, and collaborative arrangements
|
—
|
|
—
|
|
—
|
|
2,684
|
|
2,684
|
Adjustment to long-term
incentives
|
—
|
|
—
|
|
—
|
|
281
|
|
281
|
Former CEO stock
appreciation right credit
|
(190)
|
|
(428)
|
|
(186)
|
|
(789)
|
|
(1,593)
|
Transaction,
restructuring, and other expenses (credits)
|
592
|
|
37
|
|
(135)
|
|
255
|
|
749
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
5,535
|
|
—
|
|
5,535
|
Unusual foreign
exchange loss
|
—
|
|
1,387
|
|
—
|
|
2,444
|
|
3,831
|
Interest expense,
net
|
5,096
|
|
6,185
|
|
5,952
|
|
5,677
|
|
22,910
|
Adjusted
EBIT
|
$
13,183
|
|
$
19,660
|
|
$
12,461
|
|
$
9,113
|
|
$
54,417
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30,
2024
|
|
September
30,
2023
|
|
|
|
|
|
|
|
(in thousands, except
ratio)
|
Consolidated total
assets
|
|
|
|
|
|
|
$ 501,157
|
|
$
472,419
|
Plus: assets impaired
in last twelve months
|
|
|
|
2,298
|
|
1,319
|
Less: cash, cash
equivalents, and restricted cash
|
|
|
|
49,013
|
|
33,826
|
Adjusted assets
employed
|
|
|
|
|
|
|
$
454,442
|
|
$
439,912
|
|
|
|
|
|
|
|
|
|
|
Consolidated current
liabilities
|
|
|
|
|
|
|
$ 119,412
|
|
$
126,540
|
Less: current
liabilities associated with discontinued operations
|
|
|
|
5,830
|
|
414
|
Adjusted current
liabilities
|
|
|
|
|
|
|
$
113,582
|
|
$
126,126
|
|
|
|
|
|
|
|
|
|
|
Net capital
employed
|
|
|
|
|
|
|
$ 340,860
|
|
$
313,786
|
Average net capital
employed
|
|
|
|
|
|
$
327,323
|
|
|
Return on net
capital employed for the
twelve months ended
September 30, 2024
|
|
|
|
16.6 %
|
|
|
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SOURCE TETRA Technologies, Inc.