8-K
TETRA TECHNOLOGIES INC (TTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 24, 2021
TETRA Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
| <br>Delaware | 1-13455 | 74-2148293 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
24955 Interstate 45 North
The Woodlands, Texas 77380
(Address of Principal Executive Offices, and Zip Code)
(281) 367-1983
Registrant’s Telephone Number, Including Area Code
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | TTI | NYSE |
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). | ||
| --- | --- | |
| Emerging growth company ☐ | ||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 2.02. Results of Operations and Financial Condition.
On February 24, 2021, TETRA Technologies, Inc., a Delaware corporation (the “Company”), issued a news release announcing its financial results for the fourth quarter and full year ended December 31, 2020. The news release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 2.02 and in Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | News Release dated February 24, 2021 issued by TETRA Technologies, Inc. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TETRA Technologies, Inc. | |
|---|---|
| By: | /s/ Brady M. Murphy |
| Brady M. Murphy. | |
| President and Chief Executive Officer | |
| Date: February 25, 2021 | |
| --- |
tti-ex991_24.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE
TETRA TECHNOLOGIES, INC. ANNOUNCES
FULL YEAR AND FOURTH QUARTER 2020 RESULTS
THE WOODLANDS, Texas, February 24, 2021 / PR Newswire / - TETRA Technologies, Inc. (“TETRA” or the “Company”) (NYSE:TTI) today announced full year and fourth quarter 2020 results, which are within the range of the preliminary results that were pre-announced on January 29, 2021. On that same date, the Company announced the sale of the general partner, incentive distribution rights, and 10.95 million common units of CSI Compressco LP ("CSI Compressco") and 15 compressor units to Spartan Energy Partners, which generated over $30 million of cash proceeds to TETRA. TETRA’s income statement reflects CSI Compressco as discontinued operations, and the assets and liabilities of CSI Compressco are reflected as assets and liabilities held for sale as of December 31, 2020. TETRA continues to own 5.2 million of CSI Compressco common units, which are equal to approximately 11% of the total outstanding CSI Compressco common units, with a current market value of approximately $10.6 million. Net loss before discontinued operations for the fourth quarter of 2020 was $7.1 million inclusive of $3.4 million of non-recurring charges and expenses. Total year cash from operating activities was $77 million, compared to $90 million in 2019.
Brady Murphy, TETRA’s Chief Executive Officer, stated, “I am pleased with our fourth quarter results and the way we finished out a very challenging 2020. We delivered positive Adjusted EBITDA and free cash flow in every quarter of 2020 and successfully executed on our key strategies, including the deconsolidation of CSI Compressco. Our employees and management team’s exceptional focus throughout the year on cost management resulted in an increase in adjusted free cash flow from continuing operations of $81 million in 2020 relative to 2019 and higher adjusted EBITDA margins while continuing to deliver the service quality our customers require with continued emphasis on the health and safety of our employees and customers. Year-on-year, we reduced operating cost (as it impacts Adjusted EBITDA) by 34% (or $168 million), greater than the 33% decline in revenue. The fourth quarter sequential revenue growth of 46% in Water & Flowback Services Division is a continuance of multi-year market share gains achieved through the introduction of new technologies, digitizing our operations, and moving towards more integrated water management solutions. TETRA’s BlueLinx^TM^ automated control system is enabling us to operate more efficiently and with less staff which produced sequential quarterly incremental Adjusted EBITDA margins of 37% (incremental Adjusted EBITDA as a percent of incremental revenue) for the Water Management and Flowback Division. Aided by the benefit from our Standard Lithium agreement, Completions Fluids & Products Division achieved a 32.6% Adjusted EBITDA margin in the fourth quarter, a record high without the benefit of TETRA CS Neptune^®^ fluids activity. Industrial chemical sales remained strong throughout the year with a record revenue year for our European business. In the first quarter of 2021, we continue to see strong demand for our calcium chloride business driven from extreme weather as we prepare to enter our seasonally high second quarter period in our Europe operations.”
“While many oilfield service companies reported EBITDA losses and negative free cash flow in 2020 in a global pandemic year with depressed oil and gas prices, TETRA generated $26 million of free cash flow from continuing operations without the benefit of monetizing working capital and improved Adjusted EBITDA margins by 150 basis points. We believe this to be a strong accomplishment given the challenging market conditions. As a result of the actions implemented during the year, net debt was reduced by $57 million, to $133 million as of December 31, 2020. And as of February 18^,^2021, net debt has been further reduced to approximately $120 million.”
“Heading into 2021 we have announced both the beginning, and the results, of numerous strategic actions initiated by management and our Board aimed at (a) simplifying TETRA’s capital structure and further focusing our business segments; (b) improving operating efficiencies; (c) reducing costs and (d) strengthening our balance sheet. The impact of these initiatives are evident in TETRA’s fourth quarter and full year results.
“Additionally, and as mentioned in our January 19, 2021 press release, we have launched several initiatives to leverage our chemistry expertise and resources around carbon capture and energy storage. We remain committed to these important ESG initiatives including the use of our technology and products in carbon capture and our partnership with Standard Lithium.”
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 earnings per share attributable to TETRA stockholders, Adjusted EBITDA, and Adjusted EBITDA Margin (Adjusted EBITDA as a percent of revenue) on consolidated and segment basis, Adjusted income/(loss) before tax, adjusted free cash flow from continuing operations, and net debt. Please see Schedules E through J for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures.
Total Year Results and Highlights
A summary of key financial metrics for the total year are as follows:
| Twelve Months Ended | ||||
|---|---|---|---|---|
| December 31, 2020 | December 31, 2019 | Change | % Change | |
| (In Millions) | ||||
| Revenue | 377.7 | $ 561.2 | $ (183.5) | (33)% |
| Operating loss from continuing operations | (25.1) | $ (128.1) | $ 103.0 | (80)% |
| % of revenue | (6.6)% | (22.8)% | 16.2% | |
| Adjusted EBITDA | 49.1 | $ 64.6 | $ (15.5) | (24)% |
| Adjusted EBITDA margin | 13.0% | 11.5% | 1.5% | |
| Cash flow from operations (including discontinued operations) | 76.9 | $ 90.2 | $ (13.3) | (15)% |
| Adjusted free cash flow from continuing operations | 58.9 | $ (22.2) | $ 81.1 | N/M |
| Net debt | 132.6 | $ 189.3 | $ (56.7) | (30)% |
All values are in US Dollars.
Total year revenue of $378 million declined 33% from 2019, while operating losses from continuing operations improved from a loss of $128 million in 2019 (inclusive of $117 million of unusual charges) to a loss of $25 million in 2020 (inclusive of $12.7 million of unusual charges). Adjusted EBITDA decreased by only $15.5 million on a revenue decline of $184 million – representing decremental margins of 8.4%. Adjusted EBITDA in 2020 was $49 million compared to $65 million in 2019. Adjusted EBITDA margins improved 150 basis points to 13.0% despite the 33% decline in revenue reflecting the strength and diversity of the Company’s revenue streams and integrated business model.
For the full year 2020, Completions Fluids and Products revenue was $243 million with operating income of $55 million (22.8% of revenue) inclusive of $6.4 million of unusual charges. Adjusted EBITDA was $68 million (28.1% of revenue). Water and Flowback Services revenue in 2020 was $135 million with an operating loss of $22 million (16.2% of revenue) inclusive of $4.0 million of unusual charges. Adjusted EBITDA was $10.9 million (8.1% of revenue) as the introduction of our TETRA SandStorm^TM^ advanced cyclone technology (sand filtration), digitization and remote monitoring of our field operations in addition to aggressive cost reductions allowed us to keep Water Management and Flowback Services adjusted EBITDA positive in all quarters of 2020. Corporate G&A expenses, as they impact Adjusted EBITDA, were reduced by 31%, in line with the 33% decline in revenue on staff reductions, salary cuts, reduced employee benefits, and streamlining of the management structure by eliminating multiple senior management positions.
Fourth Quarter Results and Highlights
A summary of key financial metrics for the fourth quarter are as follows:
| Fourth Quarter 2020 Results | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended | ||||||
| December 31, 2020 | September 30, 2020 | December 31, 2019 | ||||
| (In Thousands, Except per Share Amounts) | ||||||
| Revenue | $ | 75,458 | $ | 73,484 | $ | 135,910 |
| Loss before discontinued operations | (7,097) | (9,409) | (113,021) | |||
| Adjusted EBITDA before discontinued operations^(2)^ | 11,001 | 7,360 | 21,964 | |||
| GAAP EPS before discontinued operations attributable to TETRA stockholders | (0.06) | (0.08) | (0.91) | |||
| Adjusted EPS attributable to TETRA stockholders^(2)^ | (0.03) | (0.06) | 0.02 | |||
| GAAP net cash provided by operating activities | 12,085 | 4,440 | 5,250 | |||
| Adjusted free cash flow from continuing operations^(2)^ | $ | 15,585 | $ | 7,499 | $ | 670 |
| (2) | These financial measures are not in accordance with generally accepted accounting principles in the United States (“GAAP”). Please see Schedules E, F, H, and I for the reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measure.) | |||||
| --- | --- |
Fourth quarter 2020 total revenue was $75 million and reflects an increase of 3% from the third quarter of 2020. Net loss before discontinued operations for the fourth quarter was $7.1 million, inclusive of $3.4 million of non-recurring charges and expenses. This compares to a net loss before discontinued operations of $9.4 million in the third quarter, inclusive of $2.0 million of non-recurring charges and expenses. Net loss per share attributable to TETRA stockholders in the fourth quarter was $0.12. Excluding the non-recurring charges and expenses, the net loss per share attributable to TETRA stockholders was $0.03. Adjusted EBITDA excluding non-recurring charges, was $11.0 million and compares to $7.4 million in the third quarter. Cash from operating activities was $12.1 million in the fourth quarter and compares to $4.4 million in the third quarter, while adjusted free cash flow from continuing operations was $15.6 million, compared to $7.5 million in the third quarter, and included the benefit of $14.2 million from the sale of compressors to Spartan Energy Partners.
Completion Fluids & Products revenue was $44.1 million in the fourth quarter of 2020, a decrease of 15% from the third quarter, primarily driven by a large international completion fluids sale to the Middle East in the third quarter that did not repeat in the fourth quarter. Industrial chemicals activity remained strong in the fourth quarter and with the extreme weather and recent market share wins we see even stronger sales activity in the first quarter of 2021. Completion Fluids & Products income before taxes was $11.0 million in the fourth quarter (24.9% of revenue) compared to $11.8 million (22.6% of revenue) in the third quarter. Adjusted EBITDA of $14.4 million (32.6% of revenue - a 580 basis point sequential improvement) increased by $0.5 million sequentially. The fourth quarter Adjusted EBITDA margin of 32.6% is a record high without the benefit of TETRA CS Neptune fluids and reflects $1.2 million of earnings in the quarter from the Company’s lithium agreement.
Water & Flowback Services fourth quarter 2020 revenue of $31.3 million increased 46% from the third quarter driven by stronger U.S. land activity and contributions from the proprietary TETRA SandStorm advanced cyclone technology. Water & Flowback Services loss before taxes was $3.4 million. Adjusted EBITDA increased $3.6M sequentially to $3.7M in the fourth quarter with Adjusted EBITDA margins of 11.8% of revenue. In the first quarter of 2021, TETRA secured the first project outside the United States, in Argentina, for a fully automated sand recovery project using our Sandstrom^^technology. Given the market share gains and increased demand for this highly effective sand filtration technology, the Company is investing additional capital to increase the fleet by approximately 40%. We also continue~~d~~ to deploy our TETRA BlueLinx automated control system solution which is a key enabler for our integrated water management projects which peaked at a record 35 in the fourth quarter. Recent weather conditions will have an impact on the first quarter 2021 results as frac crews shut down due to roads not being passable. The magnitude of these curtailments are currently being quantified.
Fourth quarter corporate G&A expenses, including non-cash equity compensation, was $7.6 million, compared to $9.0 million in the third quarter. Fourth quarter corporate G&A expenses, as it impacts Adjusted EBITDA, were $5.9 million (7.9% of revenue), down 20% sequentially and down 45% from the fourth quarter of 2019. This compares to the 44% reduction in revenue in the fourth quarter of 2020 when compared to the same quarter of 2019. Fourth quarter corporate G&A expenses, as it impacts Adjusted EBITDA, were reduced by $20 million on an annualized basis when compared to the fourth quarter of last year.
Free Cash Flow and Balance Sheet
Cash from operating activities was $12.1 million in the fourth quarter while adjusted free cash flow from continuing operations was $15.6 million - the seventh quarter in a row that adjusted free cash flow from continuing operations was positive. The fourth quarter includes the benefit of $14.2 million in proceeds from the sale of compression equipment.
Liquidity at the end of fourth quarter was $92 million, an improvement of $22 million from the same period last year. Liquidity is defined as unrestricted cash plus availability under the revolving credit facility. Consolidated debt was $200 million, while net debt was $133 million. At the end of the fourth quarter unrestricted cash was $67 million.
Non-recurring Charges and Expenses Items
Non-recurring charges and expenses are on Schedule E and include $1.2 million of bad debt expense, $1.3M of restructuring and severance expense, $0.8M of transaction expenses mainly related to the CSI Compressco deconsolidation and $0.1 million of other expenses.
Conference Call
TETRA will host a conference call to discuss these results on February 25, 2021, at 10:30 a.m. Eastern Time. The phone number for the call is 1-888-347-5303. The conference call will also be available by live audio webcast and may be accessed through the Company's investor relations website at http://ir.tetratec.com/events-and-webcasts. A replay of the conference call will be available at 1-877-344-7529 conference number 10151749, 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: Elijio Serrano, CFO, TETRA Technologies, Inc., The Woodlands, Texas, Phone: (281) 367-1983, www.tetratec.com
Financial Statements, Schedules and Non-GAAP Reconciliation Schedules (Unaudited)
Schedule A: Consolidated Income Statement
Schedule B: Financial Results By Segment
Schedule C: Consolidated Balance Sheet
Schedule D: Statement Regarding Use of Non-GAAP Financial Measures
Schedule E: Special Items
Schedule F: Non-GAAP Reconciliation to GAAP Financials
Schedule G: Non-GAAP Reconciliation of Net Debt
Schedule H: Non-GAAP Reconciliation to Adjusted Free Cash Flow
Schedule I: Non-GAAP Reconciliation to Adjusted Free Cash Flow From Continuing Operations
Schedule J: Non-GAAP Reconciliation to Adjusted EBITDA Margins and Adjusted Income (Loss) Before Tax Margins
Company Overview and Forward-Looking Statements
TETRA Technologies, Inc. is a geographically diversified oil and gas services company, focused on completion fluids and associated products and services, water management, frac flowback, and production well testing. TETRA owns an 11% equity interest in CSI Compressco LP (NASDAQ: CCLP) and approximately 1% equity interest in Standard Lithium (TSXV: SLL).
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 the trading price of our common stock; the current significant surplus in the supply of oil and the ability of the OPEC and other oil producing nations to agree on and comply with supply limitations; the duration and magnitude of the unprecedented disruption in the oil and gas industry currently, which is negatively impacting our business; the availability of adequate sources of capital to us; curtailments in production and completion activities related to extreme winter weather; expected customer drilling activity, resumption of shut-in oil production and capital spending and maintenance spending for 2020 and 2021; the availability of raw materials and labor at reasonable prices; risks related to acquisitions and our growth strategy; restrictions under our debt agreements and the consequences of any failure to comply with debt covenants; the effect and results of litigation, regulatory matters, settlements, audits, assessments, and contingencies; risks related to our foreign operations; information technology risks including the risk of cyber-attacks; the severity and duration of the COVID-19 pandemic and related economic repercussions and the resulting negative impact on the demand for oil and gas; operational challenges relating to the COVID-19 pandemic and efforts to mitigate the spread of the virus, including logistical challenges, protecting the health and well-being of our employees, remote work arrangements, performance of contracts, and supply chain disruptions; other global or national health concerns; and projections concerning the Company's business activities, financial guidance, estimated earnings, earnings per share, and statements regarding the Company's beliefs, expectations, plans, goals, future events and performance, and other statements that are not purely historical. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performances or results and that actual results or developments may differ materially from those projected in the forward-looking statements. Some of the factors that could affect actual results are described in the section titled “Risk Factors” contained in the Company's Annual 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.
Schedule A: Consolidated Income Statement (Unaudited)
| Three Months Ended <br> December 31, | Twelve Months Ended <br> December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| (In Thousands, Except per Share Amounts) | ||||||||
| Revenues | $ | 75,458 | $ | 135,910 | $ | 377,715 | $ | 561,241 |
| Cost of sales, services, and rentals | 53,239 | 92,798 | 271,528 | 411,050 | ||||
| Depreciation, amortization, and accretion | 9,280 | 10,296 | 38,214 | 47,563 | ||||
| Impairments and other charges | 458 | 91,890 | 556 | 92,037 | ||||
| Insurance recoveries | — | (149) | (126) | (1,216) | ||||
| Total cost of revenues | 62,977 | 194,835 | 310,172 | 549,434 | ||||
| Gross profit | 12,481 | (58,925) | 67,543 | 11,807 | ||||
| General and administrative expense | 16,363 | 24,134 | 76,697 | 96,466 | ||||
| Goodwill impairment | — | 25,784 | — | 25,784 | ||||
| Interest expense, net | 4,692 | 5,282 | 18,926 | 21,256 | ||||
| (Gain) loss on sales of assets | 18 | (558) | (2,878) | (1,665) | ||||
| Warrants fair value adjustment (income) expense | 76 | (589) | (251) | (1,624) | ||||
| Other (income) expense, net | (1,452) | (396) | 135 | (301) | ||||
| Income (loss) before taxes and discontinued operations | (7,216) | (112,582) | (25,086) | (128,109) | ||||
| Provision (benefit) for income taxes | (119) | 439 | 1,758 | 2,811 | ||||
| Income (Loss) before discontinued operations | (7,097) | (113,021) | (26,844) | (130,920) | ||||
| Discontinued operations: | ||||||||
| Loss from discontinued operations, net of taxes | (7,954) | (359) | (24,191) | (16,042) | ||||
| Net income (loss) | (15,051) | (113,380) | (51,035) | (146,962) | ||||
| Less: net (income) loss attributable to noncontrolling interest | 16 | (451) | (108) | (451) | ||||
| Net income (loss) attributable to TETRA stockholders | $ | (15,035) | $ | (113,831) | $ | (51,143) | $ | (147,413) |
| Basic per share information: | ||||||||
| Income (loss) before discontinued operations attributable to TETRA stockholders | $ | (0.06) | $ | (0.91) | $ | (0.22) | $ | (1.04) |
| Income (loss) from discontinued operations attributable to TETRA stockholders | (0.06) | 0.00 | (0.19) | (0.13) | ||||
| Net income (loss) attributable to TETRA stockholders | $ | (0.12) | $ | (0.91) | $ | (0.41) | $ | (1.17) |
| Weighted average shares outstanding | 125,976 | 125,541 | 125,838 | 125,600 | ||||
| Diluted per share information: | ||||||||
| Income (loss) before discontinued operations attributable to TETRA stockholders | $ | (0.06) | $ | (0.91) | $ | (0.22) | $ | (1.04) |
| Income (loss) from discontinued operations attributable to TETRA stockholders | (0.06) | 0.00 | (0.19) | (0.13) | ||||
| Net income (loss) attributable to TETRA stockholders | $ | (0.12) | $ | (0.91) | $ | (0.41) | $ | (1.17) |
| Weighted average shares outstanding | 125,976 | 125,541 | 125,838 | 125,600 |
Schedule B: Financial Results By Segment (Unaudited)
| Three Months Ended <br> December 31, | Twelve Months Ended <br> December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| (in Thousands) | ||||||||
| Revenues by segment: | ||||||||
| Completion Fluids & Products Division | $ | 44,128 | $ | 78,567 | $ | 242,661 | $ | 279,255 |
| Water & Flowback Services Division | 31,330 | 57,343 | 135,054 | 281,986 | ||||
| Eliminations and other | — | — | — | — | ||||
| Total revenues | $ | 75,458 | $ | 135,910 | $ | 377,715 | $ | 561,241 |
| Gross profit (loss) by segment: | ||||||||
| Completion Fluids & Products Division | $ | 14,226 | $ | (61,687) | $ | 77,206 | $ | (15,034) |
| Water & Flowback Services Division | (1,573) | 2,881 | (8,857) | 27,458 | ||||
| Eliminations and other | (172) | (119) | (806) | (617) | ||||
| Total gross profit | $ | 12,481 | $ | (58,925) | $ | 67,543 | $ | 11,807 |
| Income (loss) before taxes by segment: | ||||||||
| Completion Fluids & Products Division | $ | 10,979 | $ | (66,086) | $ | 55,334 | $ | (33,969) |
| Water & Flowback Services Division | (3,442) | (28,441) | (21,850) | (21,173) | ||||
| Corporate, Eliminations, and other | (14,753) | (18,055) | (58,570) | (72,967) | ||||
| Total income (loss) before taxes | $ | (7,216) | $ | (112,582) | $ | (25,086) | $ | (128,109) |
Please note that the above results by Segment include special charges and expenses. Please see Schedule E for details of those special charges and expenses.
Schedule C: Consolidated Balance Sheet (December 31, 2020 Unaudited)
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| (In Thousands) | ||||
| Balance Sheet: | ||||
| Cash (excluding restricted cash) | $ | 67,252 | $ | 15,334 |
| Accounts receivable, net | 64,078 | 111,194 | ||
| Inventories | 76,658 | 80,473 | ||
| Assets of discontinued operations | 710,006 | 822,699 | ||
| Other current assets | 13,552 | 17,012 | ||
| PP&E, net | 96,856 | 116,270 | ||
| Other assets | 104,437 | 108,940 | ||
| Total assets | $ | 1,132,839 | $ | 1,271,922 |
| Liabilities of discontinued operations | $ | 734,039 | $ | 755,766 |
| Other current liabilities | 64,039 | 86,261 | ||
| Long-term debt | 199,894 | 204,633 | ||
| Long-term portion of asset retirement obligations | 12,484 | 12,762 | ||
| Warrants liability | 198 | 449 | ||
| Operating lease liabilities | 37,569 | 40,097 | ||
| Other long-term liabilities | 13,554 | 9,128 | ||
| Equity | 71,062 | 162,826 | ||
| Total liabilities and equity | $ | 1,132,839 | $ | 1,271,922 |
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: net debt; adjusted consolidated and segment income (loss) before taxes and special charges; adjusted diluted earnings (loss) per share before discontinued operations; consolidated and segment adjusted EBITDA; net income (loss) before taxes, Adjusted income (loss) before tax, Adjusted income (loss) before tax as a % of revenue, TETRA only adjusted free cash flow and TETRA only free cash flow from continuing operations; and segment adjusted EBITDA as a percent of revenue (“Adjusted EBITDA margin”). 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 from the historical results of operations enables management to evaluate more effectively the Company’s operations over the prior periods and to identify operating trends that could be obscured by the excluded items.
Adjusted income (loss) before taxes (and adjusted income (loss) before taxes as a percent of revenue) is defined as the Company’s (or the Segment’s) income (loss) before taxes excluding certain special or other charges (or credits). Adjusted income (loss) before taxes (and adjusted income (loss) before taxes as a percent of revenue) is used by management as a supplemental financial measure to assess financial performance, without regard to charges or credits that are considered by management to be outside of its normal operations.
Adjusted diluted earnings (loss) per share before discontinued operations is defined as the Company’s diluted earnings (loss) per share excluding certain special or other charges (or credits). Adjusted diluted earnings (loss) per share is used by management as a supplemental financial measure to assess financial performance, without regard to charges or credits that are considered by management to be outside of its normal operations.
Adjusted EBITDA before discontinued operations (and Adjusted EBITDA before discontinued operations as a percent of revenue) is defined as earnings before interest, taxes, depreciation, amortization, impairments and certain non-cash charges and non-recurring adjustments. Adjusted EBITDA before discontinued operations (and Adjusted EBITDA margin) is used by management as a supplemental financial measure to assess the financial performance of the Company’s assets, without regard to financing methods, capital structure or historical cost basis and to assess the Company’s ability to incur and service debt and fund capital expenditures.
Adjusted income before tax is defined as earnings (loss) before interest, taxes, impairments and certain non-cash charges and non-recurring adjustments. Adjusted income before tax (and Adjusted income before tax as a percent of revenue or Adjusted income before tax margin which is Adjusted income before tax divided by revenue) is used by management as a supplemental financial measure to assess the financial performance of the Company’s normalized profitability while excluding any unusual, non-recurring items and tax benefits or detriment.
TETRA only adjusted free cash flow is a non-GAAP measure that the Company defines as cash from TETRA’s operations, less capital expenditures net of sales proceeds and cost of equipment sold and including cash distributions to TETRA from CSI Compressco LP. TETRA only adjusted free cash flow from continuing operations is defined as TETRA only adjusted free cash flow less discontinued operations EBITDA and discontinued operations capital expenditures. 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. |
| --- | --- |
TETRA only adjusted free cash flow and TETRA only adjusted free cash flow from continuing operations do 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.
TETRA net debt is defined as the sum of the carrying value of long-term and short-term debt on its consolidated balance sheet, less cash, excluding restricted cash on the consolidated balance sheet and excluding the debt and cash of CSI Compressco LP. Management views TETRA net debt as a measure of TETRA’s ability to reduce debt, add to cash balances, pay dividends, repurchase stock, and fund investing and financing activities.
Schedule E: Special Items (Unaudited)
| Three Months Ended<br><br><br>December 31, 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Income (Loss) before taxes and discontinued operations | Provision (Benefit) for Tax | Noncontrolling Interest | Net Income Attributable to TETRA Stockholders | Diluted EPS | ||||||
| (In Thousands) | ||||||||||
| Income (loss) attributable to TETRA stockholders, excluding special items and discontinued operations | $ | (3,775) | $ | (119) | (16) | (3,640) | $ | (0.03) | ||
| Stock Warrant fair value adjustment | (76) | — | (76) | 0.00 | ||||||
| Transaction and other expenses | (826) | — | (826) | (0.01) | ||||||
| Impairments and other non-EBITDA charges | — | — | — | 0.00 | ||||||
| Restructuring charges | (984) | — | (984) | (0.01) | ||||||
| Severance | (332) | — | (332) | 0.00 | ||||||
| Bad Debt | (1,223) | — | (1,223) | (0.01) | ||||||
| Net income (loss) before discontinued operations | (7,216) | (119) | (7,081) | (0.06) | ||||||
| Loss from discontinued operations | (7,954) | (0.06) | ||||||||
| Net Income (loss) attributable to TETRA stockholders, as reported | $ | (0.12) | ||||||||
| Three Months Ended<br><br><br>September 30, 2020 | ||||||||||
| Income (Loss) before taxes and discontinued operations | Provision (Benefit) for Tax | Noncontrolling Interest | Net Income Attributable to TETRA Stockholders | Diluted EPS | ||||||
| (In Thousands) | ||||||||||
| Income (loss) attributable to TETRA stockholders, excluding special items and discontinued operations | $ | (7,424) | $ | (50) | $ | (0.06) | ||||
| Transaction and other expenses | 113 | — | — | 113 | 0.00 | |||||
| Impairments and other non-EBITDA charges | (97) | — | — | (97) | 0.00 | |||||
| Restructuring charges | (790) | — | — | (790) | (0.01) | |||||
| Severance | (1,260) | — | — | (1,260) | (0.01) | |||||
| Bad Debt | — | — | — | — | 0.00 | |||||
| Goodwill Impairment | — | — | — | — | 0.00 | |||||
| Effect of deferred tax valuation allowance and other related tax adjustments | — | — | — | — | 0.00 | |||||
| Net income (loss) before discontinued operations | (9,458) | (50) | 46 | (9,454) | (0.08) | |||||
| Loss from discontinued operations | (3,848) | (0.02) | ||||||||
| Net Income (loss) attributable to TETRA stockholders, as reported | $ | (0.10) |
All values are in US Dollars.
| Three Months Ended<br><br><br>December 31, 2019 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Income (Loss) before taxes and discontinued operations | Provision (Benefit) for Tax | Noncontrolling Interest | Net Income Attributable to TETRA Stockholders | Diluted EPS | ||||||
| (In Thousands) | ||||||||||
| Income (loss) attributable to TETRA stockholders, excluding special items and discontinued operations | $ | 4,555 | $ | 958 | $ | 451 | $ | 3,146 | $ | 0.02 |
| Stock Warrant fair value adjustment | 588 | 123 | — | 465 | 0.00 | |||||
| Transaction and other expenses | (185) | (39) | — | (146) | 0.00 | |||||
| Impairments and other non-EBITDA charges | (91,606) | (19,237) | — | (72,369) | (0.58) | |||||
| Restructuring charges | (552) | (116) | — | (436) | 0.00 | |||||
| Severance | — | — | — | — | 0.00 | |||||
| Earnout Adjustment | 200 | 42 | — | 160 | 0.00 | |||||
| Lee Plant Facility Insurance Proceeds | 202 | 42 | — | 160 | 0.00 | |||||
| Goodwill Impairment | (25,784) | (5,415) | — | (20,369) | (0.16) | |||||
| Effect of deferred tax valuation allowance and other related tax adjustments | — | 24,081 | — | (24,081) | (0.19) | |||||
| Net income (loss) before discontinued operations | (112,582) | 439 | 451 | (113,472) | (0.91) | |||||
| Loss from discontinued operations | (359) | 0.00 | ||||||||
| Net Income (loss) attributable to TETRA stockholders, as reported | $ | (113,831) | $ | (0.91) | ||||||
| Twelve Months Ended<br><br><br>December 31, 2020 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Income (Loss) before taxes and discontinued operations | Provision (Benefit) for Tax | Noncontrolling Interest | Net Income Attributable to TETRA Stockholders | Diluted EPS | ||||||
| (In Thousands) | ||||||||||
| Income (loss) attributable to TETRA stockholders, excluding special items and discontinued operations | $ | (12,346) | $ | 1,758 | $ | 108 | $ | (14,212) | $ | (0.11) |
| Stock Warrant fair value adjustment | 251 | — | — | 251 | 0.00 | |||||
| Transaction and other expenses | (1,027) | — | — | (1,027) | (0.01) | |||||
| Impairments and other non-EBITDA charges | (97) | — | — | (97) | 0.00 | |||||
| Restructuring charges | (2,252) | — | — | (2,252) | (0.02) | |||||
| Severance | (4,574) | — | — | (4,574) | (0.04) | |||||
| Bad Debt | (5,041) | — | — | (5,041) | (0.04) | |||||
| Effect of Deferred Tax Valuation Allowance and other related tax adjustments | — | — | — | — | — | |||||
| Net Income (loss) before discontinued operations | (25,086) | 1,758 | 108 | (26,952) | (0.22) | |||||
| Loss from discontinued operations | (24,191) | (0.19) | ||||||||
| Net Income (loss) attributable to TETRA stockholders, as reported | $ | (51,143) | $ | (0.41) | ||||||
| Twelve Months Ended<br><br><br>December 31, 2019 | ||||||||||
| Income (Loss) before taxes and discontinued operations | Provision (Benefit) for Tax | Noncontrolling Interest | Net Income Attributable to TETRA Stockholders | Diluted EPS | ||||||
| (In Thousands) | ||||||||||
| Income (loss) attributable to TETRA stockholders, excluding special items and discontinued operations | $ | (10,829) | $ | (2,720) | $ | 451 | $ | (8,560) | $ | (0.07) |
| Stock Warrant fair value adjustment | 1,624 | 341 | — | 1,283 | 0.01 | |||||
| 5% Cash Warrant fair value adjustment | 209 | 44 | — | 165 | 0.00 | |||||
| Transaction and other expenses | (574) | (121) | — | (453) | 0.00 | |||||
| Impairments and other non-EBITDA charges | (91,753) | (19,268) | — | (72,485) | (0.58) | |||||
| Restructuring charges | (552) | (116) | — | (436) | 0.00 | |||||
| Severance | (2,065) | — | — | (2,065) | (0.02) | |||||
| Bad Debt | (76) | (2) | — | (74) | 0.00 | |||||
| Earnout Adjustment | 1,000 | 210 | — | 790 | 0.01 | |||||
| Lee Plant Facility Insurance Proceeds | 691 | 145 | — | 546 | 0.00 | |||||
| Goodwill Impairment | (25,784) | (5,415) | — | (20,369) | (0.16) | |||||
| Effect of deferred tax valuation allowance and other related tax adjustments | — | 29,713 | — | (29,713) | (0.24) | |||||
| Net Income (loss) before discontinued operations | (128,109) | 2,811 | 451 | (131,371) | (1.04) | |||||
| Loss from discontinued operations | (16,042) | (0.13) | ||||||||
| Net Income (loss) attributable to TETRA stockholders, as reported | $ | (147,413) | $ | (1.17) |
Schedule F: Non-GAAP Reconciliation to GAAP Financials (Unaudited)^*^
| Three Months Ended<br><br><br>December 31, 2020 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net Income (Loss), as reported | Tax Provision | Income (Loss) Before Tax, as Reported | Impairments & Special Charges | Adjusted Income (Loss) Before Tax | Adjusted Interest Expense, Net | Adjusted<br>Depreciation & Amortization | Equity Comp. Expense | Adjusted EBITDA | ||||||||||
| (In Thousands) | ||||||||||||||||||
| Completion Fluids & Products Division | $ | 10,979 | $ | 1,880 | $ | 12,859 | $ | (265) | $ | 1,810 | $ | — | $ | 14,404 | ||||
| Water & Flowback Services Division | (3,442) | 875 | (2,567) | (1,506) | 7,757 | — | 3,684 | |||||||||||
| Eliminations and other | 4 | — | 4 | — | (4) | — | — | |||||||||||
| Subtotal | 7,541 | 2,755 | 10,296 | (1,771) | 9,563 | — | 18,088 | |||||||||||
| Corporate G&A | (7,550) | 610 | (6,940) | — | — | 991 | (5,949) | |||||||||||
| Other | (7,207) | 76 | (7,131) | 5,817 | 176 | — | (1,138) | |||||||||||
| TETRA excluding Discontinued Operations | $ | (7,097) | $ | (119) | $ | (7,216) | $ | 3,441 | $ | (3,775) | $ | 4,046 | $ | 9,739 | $ | 991 | $ | 11,001 |
| Three Months Ended<br><br><br>September 30, 2020 | ||||||||||||||||||
| Net Income (Loss), as reported | Tax Provision | Income (Loss) Before Tax, as Reported | Impairments & Special Charges | Adjusted Income (Loss) Before Tax | Interest Expense | Adjusted<br>Depreciation & Amortization | Equity Comp. Expense | Adjusted EBITDA | ||||||||||
| (In Thousands) | ||||||||||||||||||
| Completion Fluids & Products Division | $ | 11,756 | $ | 729 | $ | 12,485 | $ | (291) | $ | 1,710 | $ | — | $ | 13,904 | ||||
| Water & Flowback Services Division | (7,746) | 274 | (7,472) | (77) | 7,584 | — | 35 | |||||||||||
| Eliminations and other | 3 | — | 3 | — | (3) | — | — | |||||||||||
| Subtotal | 4,013 | 1,003 | 5,016 | (368) | 9,291 | — | 13,939 | |||||||||||
| Corporate G&A | (8,959) | 934 | (8,025) | — | — | 983 | (7,422) | |||||||||||
| Other | (4,513) | 97 | (4,416) | 4,706 | 173 | — | 463 | |||||||||||
| TETRA excluding Discontinued Operations | $ | 9,409 | $ | (50) | $ | (9,459) | $ | 2,034 | $ | (7,425) | $ | 4,338 | $ | 9,464 | $ | 983 | $ | 7,360 |
| Three Months Ended<br><br><br>December 31, 2019 | ||||||||||||||||||
| Net Income (Loss), as reported | Tax Provision | Income (Loss) Before Tax, as Reported | Impairments & Special Charges | Adjusted Income (Loss) Before Tax | Adjusted Interest Expense, Net | Depreciation & Amortization | Adjusted Equity Comp. Expense | Adjusted EBITDA | ||||||||||
| (In Thousands) | ||||||||||||||||||
| Completion Fluids & Products Division | $ | (66,086) | $ | 91,482 | $ | 25,396 | $ | (167) | $ | 2,454 | $ | — | $ | 27,683 | ||||
| Water & Flowback Services Division | (28,441) | 26,343 | (2,098) | 5 | 7,718 | — | 5,625 | |||||||||||
| Eliminations and other | 4 | — | 4 | — | (4) | — | — | |||||||||||
| Subtotal | (94,523) | 117,825 | 23,302 | (162) | 10,168 | — | 33,308 | |||||||||||
| Corporate G&A | (12,455) | — | (12,455) | — | — | 1,547 | (10,908) | |||||||||||
| Other | (5,606) | (403) | (6,009) | 5,444 | 129 | — | (436) | |||||||||||
| TETRA excluding Discontinued Operations | $ | (113,021) | $ | (439) | $ | (112,584) | $ | 117,422 | $ | 4,838 | $ | 5,282 | $ | 10,297 | $ | 1,547 | $ | 21,964 |
| Twelve Months Ended<br><br><br>December 31, 2020 | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net Income (Loss), as reported | Tax Provision | Income (Loss) Before Tax, as Reported | Impairments & Special Charges | Adjusted Income (Loss) Before Tax | Adjusted Interest Expense, Net | Adjusted<br>Depreciation & Amortization^^ | Equity Comp. Expense | Adjusted EBITDA | ||||||||||
| (In Thousands) | ||||||||||||||||||
| Completion Fluids & Products Division | $ | 55,334 | $ | 6,370 | $ | 61,704 | $ | (853) | $ | 7,389 | $ | — | $ | 68,240 | ||||
| Water & Flowback Services Division | (21,850) | 3,960 | (17,890) | (1,594) | 30,384 | — | 10,900 | |||||||||||
| Eliminations and other | 12 | — | 12 | — | (12) | — | — | |||||||||||
| Subtotal | 33,496 | 10,330 | 43,826 | (2,447) | 37,761 | — | 79,140 | |||||||||||
| Corporate G&A | (36,201) | 2,185 | (34,016) | — | 4,721 | (29,295) | ||||||||||||
| Other | (22,381) | 226 | (22,155) | 20,727 | 720 | — | (708) | |||||||||||
| TETRA excluding Discontinued Operations | $ | (26,844) | $ | (1,758) | (25,086) | $ | 12,741 | $ | (12,345) | $ | 18,280 | $ | 38,481 | $ | 4,721 | $ | 49,137 | |
| Twelve Months Ended<br><br><br>December 31, 2019 | ||||||||||||||||||
| Net Income (Loss), as reported | Tax Provision | Income (Loss) Before Tax, as Reported | Impairments & Special Charges | Adjusted Income (Loss) Before Tax | Adjusted Interest Expense, Net | Depreciation & Amortization | Adjusted Equity Comp. Expense | Adjusted EBITDA | ||||||||||
| (In Thousands) | ||||||||||||||||||
| Completion Fluids & Products Division | $ | (33,969) | $ | 91,140 | $ | 57,171 | $ | (720) | $ | 13,518 | $ | — | $ | 69,969 | ||||
| Water & Flowback Services Division | (21,173) | 25,619 | 4,446 | (1) | 33,424 | — | 37,869 | |||||||||||
| Eliminations and other | 14 | — | 14 | — | (14) | — | — | |||||||||||
| Subtotal | (55,128) | 116,759 | 61,631 | (721) | 46,928 | — | 107,838 | |||||||||||
| Corporate G&A | (51,466) | 2,085 | (49,381) | 7,064 | (42,317) | |||||||||||||
| Other | (21,515) | (1,471) | (22,986) | 21,473 | 635 | — | (878) | |||||||||||
| TETRA excluding Discontinued Operations | $ | (130,920) | $ | (2,811) | $ | (128,109) | $ | 117,373 | $ | (10,736) | $ | 20,752 | $ | 47,563 | $ | 7,064 | $ | 64,643 |
* Excludes the impact from discontinued operations.
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.
| (In Millions) | December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|---|
| Non-restricted cash | $ | 67.3 | $ | 15.3 |
| Carrying value of long-term debt: | ||||
| Term Credit Agreement | 199.9 | 204.6 | ||
| Net debt | $ | 132.6 | $ | 189.3 |
Schedule H: Non-GAAP Reconciliation to Adjusted Free Cash Flow (Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Dec 31, 2020 | Sep 30, 2020 | Dec 31, 2019 | Dec 31, 2020 | Dec 31, 2019 | ||||||
| (In Thousands) | ||||||||||
| Cash from operating activities | $ | 12,085 | $ | 4,440 | $ | 5,250 | $ | 76,912 | $ | 90,232 |
| Capital expenditures, net of sales proceeds | 4,089 | 16,990 | (8,348) | 6,782 | (95,388) | |||||
| Free cash flow | 16,174 | 21,430 | (3,098) | 83,694 | (5,156) | |||||
| Distributions from CSI Compressco LP ^(1)^ | 168 | 168 | 168 | 674 | 674 | |||||
| Adjusted free cash flow | 16,342 | 21,598 | (2,930) | 84,368 | (4,482) |
^(1)^ Distributions from CCLP relate to TETRA’s former 1.4% general partner interest and 33.7% limited partner interest. Following the GP Sale on January 29, 2021, TETRA retained a 10.9% limited partner interest in CCLP.
Schedule I: Non-GAAP Reconciliation to Adjusted Free Cash Flow From Continuing Operations (unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Dec 31, 2020 | Sep 30, 2020 | Dec 31, 2019 | Dec 31, 2020 | Dec 31, 2019 | ||||||
| (In Thousands) | ||||||||||
| Cash from operating activities | $ | 12,085 | $ | 4,440 | $ | 5,250 | $ | 76,912 | $ | 90,232 |
| Less: Discontinued operations operating activities (adjusted EBITDA) | 7,033 | (4,451) | (90) | 20,762 | 67,696 | |||||
| Cash from continued operating activities | 5,052 | 8,891 | 5,340 | 56,150 | 22,536 | |||||
| Continuing operations capital expenditures | (3,830) | (1,560) | (4,028) | 2,116 | (30,615) | |||||
| Less: Investment in (sale of) CCLP Compressors | 14,195 | — | (810) | — | (14,782) | |||||
| Plus: Distributions from CSI Compressco LP^(1)^ | 168 | 168 | 168 | 674 | 674 | |||||
| Adjusted free cash flow from continuing operations | 15,585 | 7,499 | 670 | 58,940 | (22,187) |
^(1)^ Distributions from CCLP relate to TETRA’s former 1.4% general partner interest and 33.7% limited partner interest. Following the GP Sale on January 29, 2021, TETRA retained a 10.9% limited partner interest in CCLP.
Schedule J: Non-GAAP Reconciliation to Adjusted EBITDA Margins and Adjusted Income (Loss) before tax margins (Unaudited)
| Three Months Ended | Twelve Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Dec 31, 2020 | Sep 30, 2020 | Dec 31, 2019 | Dec 31, 2020 | Dec 31, 2019 | |||||||||||
| (In Thousands) | |||||||||||||||
| Consolidated | |||||||||||||||
| Revenue | $ | 75,458 | $ | 73,484 | $ | 135,910 | $ | 377,715 | $ | 561,241 | |||||
| Income Before Tax | (7,216) | (9,458) | (112,582) | (25,086) | (128,109) | ||||||||||
| Adjusted income before tax (Schedule F) | (3,775) | (7,424) | 4,838 | (12,345) | (10,736) | ||||||||||
| Adjusted EBITDA (Schedule F) | 11,001 | 7,360 | 21,964 | 49,137 | 64,643 | ||||||||||
| Income Before Tax as a % of Revenue | (9.6) | % | (12.9) | % | (82.8) | % | (6.6) | % | (22.8) | % | |||||
| Adjusted income before tax as a % of Revenue | (5.0) | % | (10.1) | % | 3.6 | % | (3.3) | % | (1.9) | % | |||||
| Adjusted EBITDA as a % of Revenue | 14.6 | % | 9.5 | % | 16.2 | % | 13.0 | % | 11.5 | % | |||||
| Completion Fluids & Products | |||||||||||||||
| Revenue | $ | 44,128 | $ | 51,950 | $ | 78,567 | $ | 242,661 | $ | 279,255 | |||||
| Income Before Tax | 10,979 | 11,757 | (66,086) | 55,334 | (33,969) | ||||||||||
| Adjusted income before tax (Schedule F) | 12,859 | 12,485 | 25,396 | 61,704 | 57,171 | ||||||||||
| Adjusted EBITDA (Schedule F) | 14,404 | 13,904 | 27,683 | 68,240 | 69,969 | ||||||||||
| Adjusted income before tax as a % of Revenue | 24.9 | % | 22.6 | % | (84.1) | % | 22.8 | % | (12.2) | % | |||||
| Income Before Tax as a % of Revenue | 29.1 | % | 24.0 | % | 32.3 | % | 25.4 | % | 20.5 | % | |||||
| Adjusted EBITDA as a % of Revenue | 32.6 | % | 26.8 | % | 35.2 | % | 28.1 | % | 25.1 | % | |||||
| Water & Flowback Services | |||||||||||||||
| Revenue | $ | 31,330 | $ | 21,535 | $ | 57,343 | $ | 135,054 | $ | 281,986 | |||||
| Income Before Tax | (3,442) | (7,747) | (28,441) | (21,850) | (21,173) | ||||||||||
| Adjusted income before tax (Schedule F) | (2,567) | (7,472) | (2,098) | (17,890) | 4,446 | ||||||||||
| Adjusted EBITDA (Schedule F) | 3,684 | 35 | 5,625 | 10,900 | 37,869 | ||||||||||
| Income Before Tax as a % of Revenue | (11.0) | % | (36.0) | % | (49.6) | % | (16.2) | % | (7.5) | % | |||||
| Adjusted income before tax as a % of Revenue | (8.2) | % | (34.7) | % | (3.7) | % | (13.2) | % | 1.6 | % | |||||
| Adjusted EBITDA as a % of Revenue | 11.8 | % | 0.2 | % | 9.8 | % | 8.1 | % | 13.4 | % |