Tetra Technologies Inc.

10/29/2024 | Press release | Distributed by Public on 10/29/2024 15:05

TETRA TECHNOLOGIES, INC. ANNOUNCES BRAZIL DEEPWATER COMPLETION FLUIDS AWARD AND THIRD QUARTER 2024 FINANCIAL RESULTS

TETRA TECHNOLOGIES, INC. ANNOUNCES BRAZIL DEEPWATER COMPLETION FLUIDS AWARD AND THIRD QUARTER 2024 FINANCIAL RESULTS

  • Third-quarter revenue of $142 million
  • GAAP income before taxes and discontinued operations of $7.6 millionand EPS from continuing operations of $0.02
  • Adjusted EBITDA of $23.5 millionand 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 deepwaterbacklog following the award of a deepwaterproject in Brazil.

Brady Murphy, TETRA President and Chief Executive Officer, stated, "Despite challenging third quarter headwinds with three Gulf of Mexicohurricanes and weaker U.S. onshore activity, cash provided by operating activities of $19.9 millionand Adjusted EBITDA of $23.5 millioncame 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 Brazilcontract 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 Mexicodeepwater work into early 2025. As a result, we expect a slower fourth quarter, but the Brazilaward along with the previously announced three well TETRA CS Neptune fluids Gulf of Mexicoproject 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 Mexicoand 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 millionin 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 millionand 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 Arkansasbromine 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 Mexicoas well as lower sales to a major Middle Eastnational 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 millionand 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 Arkansasbromine 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 Murphystated, "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 millionin the third quarter and base business adjusted free cash flow, which excludes investments in Arkansas, was $16 million. Inclusive of $8.7 millionof investments in Arkansas, total adjusted free cash flow was $7.4 million. At the end of the third quarter, unrestricted cash was $48 millionand TETRA held an aggregate of over $14 millionin 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 Arkansasbromine 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 2030maturity, 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 millionof severance and hurricane repair expenses
  • $0.2 millionof non-cash stock appreciation right credits
  • $0.1 millionimpairment related to our corporate office lease

Unrealized gains on investments totaling $0.8 millionare included in both reported and adjusted earnings.

Conference Call

TETRA will host a conference call to discuss these results on October 30, 2024at 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 [email protected].

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 2024and 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 Arkansasbromine 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 %

SOURCE TETRA Technologies, Inc.