UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): May 8, 2015


TETRA Technologies, Inc.
(Exact name of registrant as specified in its charter)

Delaware
1-13455
74-2148293
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)
 
 
 
24955 Interstate 45 North
The Woodlands, Texas 77380
(Address of Principal Executive Offices and Zip Code)
 
 
 
Registrant’s telephone number, including area code: (281) 367-1983


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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 2.02. Results of Operations and Financial Condition.

On May 8, 2015, TETRA Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2015. The press 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 (the “Exchange Act”), 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.

Use of Non-GAAP Financial Information

In addition to the quarterly and annual financial information determined in accordance with generally accepted accounting principles (GAAP) that are included in the attached press release, the press release includes certain non-GAAP financial measures. Management believes that these non-GAAP financial measures are helpful in understanding the Company’s past financial performance and future financial performance. The attached press release includes the following non-GAAP financial measures:
•
Consolidated and Segment income before taxes, excluding the Company’s Maritech segment and unusual charges. Management believes that following the sale of essentially all of Maritech’s oil and gas properties, it is helpful to show the Company’s results excluding the impact of the costs and charges relating to the decommissioning of Maritech’s remaining properties since these results will show TETRA’s historical results of operations on a basis consistent with expected future operations. Management also believes that the exclusion of the unusual 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 EBITDA. Adjusted EBITDA is defined as adjusted earnings before interest, taxes, depreciation, amortization and equity compensation expenses. Adjusted EBITDA may be presented on a consolidated and segment basis. Management uses Adjusted EBITDA as a supplemental financial measure to assess the financial performance of the Company’s assets, without regard to financing methods, capital structure or cost basis, and to assess the Company’s ability to incur and service debt and fund capital expenditures.
•
Net Debt. Net Debt is defined as the sum of long-term and short-term debt on the Company’s consolidated balance sheet less cash, excluding restricted cash on the consolidated balance sheet and excluding the debt and cash of CSI Compressco LP. Management believes that Net Debt provides information concerning the Company’s ability to reduce debt, add to cash balances, pay dividends, repurchase stock, and fund investing and financing activities.
•
Free cash flow. Free cash flow is cash from operations, excluding cash settlements of Maritech’s asset retirement obligations, less capital expenditures. Management believes this is an important supplemental financial measure because it allows management to assess the Company’s ability to retire debt, evaluate the capacity to further invest and grow and determine the ability to pay dividends.

The methods the Company uses to produce these non-GAAP financial measures may differ from methods used by other companies. The foregoing non-GAAP financial measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP, as more fully discussed in the Company’s financial statements and filings with the Securities and Exchange Commission. Reconciliations to the nearest GAAP financial measure of each non-GAAP financial measure is included in the press release attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number
 
Description
99.1
 
Press Release, dated May 8, 2015, issued by TETRA Technologies, Inc.


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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/Stuart M. Brightman
 
Stuart M. Brightman
 
President & Chief Executive Officer
Date: May 8, 2015
 






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EXHIBIT INDEX

Exhibit Number
 
Description
99.1
 
Press Release, dated May 8, 2015, issued by TETRA Technologies, Inc.







3




EXHIBIT 99.1
FOR IMMEDIATE RELEASE


TETRA TECHNOLOGIES, INC.
ANNOUNCES FIRST QUARTER 2015 RESULTS

The Woodlands, Texas (May 8, 2015) - TETRA Technologies, Inc. (NYSE:TTI) today announced a first quarter 2015 loss per share of $(0.03), excluding Maritech and other charges, which compares to a loss of $(0.04) per share in the first quarter of 2014, also excluding Maritech and other charges. First quarter 2015 revenue of $250 million increased 18% from the first quarter of 2014 primarily as a result of the acquisition of Compressor Systems, Inc. (“CSI”) on August 4, 2014 by CSI Compressco LP.

Consolidated GAAP first quarter 2015 earnings per share attributable to TETRA stockholders including Maritech and other charges were a loss of $(0.06), which compares to a loss of $(0.09) in the first quarter of 2014.

Highlights include:
•
Continued strength in the Fluids Division resulted in a sequential improvement in adjusted pretax margins. This was driven primarily by increased volumes of completion fluids sold both onshore and offshore in the Gulf of Mexico and internationally, and strong sales of chemical products.
•
On April 21, 2015, CSI Compressco declared a quarterly distribution of $0.495 per outstanding unit. For additional information, please refer to CSI Compressco’s press release dated May 7, 2015.
•
Payment of the $90 million Senior Notes that matured on April 30, 2015 with the proceeds of the $50 million Senior Secured Note issued to Wells Fargo on that day and a $40 million drawdown on our existing revolving line of credit.
First Quarter 2015 Results, Excluding Unusual Charges and Maritech
 
 
 
 
 
 
 
Three Months Ended
 
Change
 
March 31, 2015
 
March 31, 2014
 
2015 vs. 2014
 
(In Thousands, Except per Share Amounts)
 
 
Revenue
$
249,586

 
$
211,481

 
18%
Income (loss) before taxes(1)
(2,078
)
 
(4,118
)
 
50%
Net income attributable to TETRA shareholders(2)
(2,390
)
 
(3,515
)
 
32%
Diluted EPS attributable to TETRA shareholders(3)
$
(0.03
)
 
$
(0.04
)
 
25%
Adjusted Pretax operating margin
(0.8
)%
 
(1.9
)%
 
 111 bps
Adjusted EBITDA
$
50,485

 
$
25,443

 
98%
(1)
Income before taxes, including unusual charges and Maritech was a loss of $(2.1) million in the first quarter of 2015 and a loss of $(10.7) million in the first quarter of 2014.
(2)
Net income attributable to TETRA shareholders, including unusual charges and Maritech was a loss of $(4.4) million in the first quarter of 2015, and a loss of $(6.9) million in the first quarter of 2014.
(3)
Diluted EPS, including unusual charges and Maritech was a loss of $(0.06) in the first quarter of 2015, and a loss of $(0.09) in the first quarter of 2014. See Schedules E and F for details.

Analysis of First Quarter 2015 Results
    
Stuart M. Brightman, TETRA's President and Chief Executive Officer, stated, “During the first quarter, we faced significant challenges in certain of our North American onshore businesses. We have taken aggressive steps to reduce costs and expand market share in the impacted operations; however, many of our domestic and international operations continue to perform strongly, and we expect to maintain this performance.

“Revenues in our Fluids Division for the first quarter of 2015 decreased by 10% sequentially and 6% compared to the first quarter of 2014. However, adjusted pretax margins for the Division improved sequentially on pretax profits of $17.8 million in 1Q 2015. This margin improvement was driven by completion services and products activity in the Gulf of Mexico, continued strength in our U.S. land operations, sales of chemical products,

1


and international operations. In the current challenging market environment, we have been able to increase this level of profitability by leveraging our unique manufacturing and service capabilities.

“Our Production Testing Division’s first quarter 2015 adjusted pretax earnings represent a significant sequential decline compared to the fourth quarter of 2014, but an improvement over the first quarter of 2014. The sequential decrease was driven primarily by lower overall market activity, as increases in certain international markets were more than offset by decreases in activity primarily in the U.S. and Canada. Although we have successfully expanded our domestic customer base, the lower activity level has also negatively impacted pricing in some U.S. markets, due to increased competition for a smaller customer spend. We have taken aggressive cost actions in this Division to mitigate this decline, and we will continue to reduce costs as required by business conditions.

“For the first quarter of 2015, our Compression Division reported adjusted pretax earnings of $2.8 million, a decrease from the $5.2 million in adjusted pretax earnings reported for the fourth quarter of 2014. The majority of this decline is attributable to reduced sales of compressor packages due to customer requests. However, we continue to have a significant new unit sales backlog, and expect that revenues for this Division will increase in the second quarter of 2015 and beyond.

“Our Offshore Services segment reported an adjusted pretax loss of $(8.6) million for the first quarter of 2015. This loss, which is attributable to a typical seasonal slowdown in activity and the planned maintenance of significant assets, was slightly below the first quarter of 2014. The Gulf of Mexico market continues to be extremely challenging, and we have taken significant additional cost reduction actions during the first quarter, which included cost reductions of $23 million compared to the same quarter of a year ago. We expect to see a seasonal improvement for this segment during the second quarter.

“We had $(5.7) million of adjusted free cash flow during the first quarter of 2015, which includes distributions from CSI Compressco but excludes amounts spent on Maritech asset retirement obligations (see schedule G for reconciliation to GAAP cash from operations). We expect this number to improve significantly over the remainder of the year as we continue to benefit from reduced capital expenditures, earnings increases, and the reduction of working capital.”

“During the first quarter of 2015, we spent only $0.6 million on Maritech’s remaining abandonment and decommissioning projects, in order to avoid unfavorable weather conditions that are typical for that time of year. We expect to continue work on Maritech’s remaining projects over the balance of 2015.”


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Divisional revenues, adjusted pretax earnings/(loss), adjusted pretax margins, and adjusted EBITDA for the first quarter of 2015 versus the first quarter of 2014 are summarized in the table below:
Segment Results

Three Months Ended
 
March 31, 2015
 
March 31, 2014
 
Revenue
Income Before Taxes(1)
Pretax Margin(2)
Adjusted EBITDA(3)
 
Revenue
Income Before Taxes(1)
Pretax Margin(2)
Adjusted EBITDA(3)
 
(In Thousands)
Fluids Division
$
99,286

$
17,849

18.0
 %
$
26,560

 
$
105,145

$
16,202

15.4
 %
$
24,028

Production Testing Division
37,101

425

1.1
 %
6,679

 
43,638

(1,051
)
(2.4
)%
6,510

Compression Division
102,889

10,717

10.4
 %
31,239

 
29,764

5,346

18.0
 %
9,268

Offshore Services segment
11,783

(8,638
)
N/M

(5,834
)
 
35,330

(7,938
)
N/M

(4,579
)
Eliminations and other
(1,473
)
3

(0.2
)%
—

 
(2,396
)
3

 
—

Subtotal
249,586

20,356

8.2
 %
58,644

 
211,481

12,562

5.9
 %
35,227

Corporate and other
—

(9,531
)
 
(8,159
)
 
—

(11,991
)
 
(9,784
)
Interest expense, net - Compression Division
—

(7,906
)
 
—

 
—

(159
)
 
—

Interest expense, net - TTI, excluding Compression Division
—

(4,997
)
 
—

 
—

(4,531
)
 
—

Unusual charges and Maritech(4)
1,506

24

 
—

 
1,376

(6,564
)
 
—

As reported
251,092

(2,054
)
(0.8
)%
50,485

 
212,857

(10,683
)
(5.0
)%
25,443

(1)
Segment Income Before Taxes are adjusted. Refer to Schedule F for details.
(2)
GAAP pre-tax margins for first quarter 2015 are: Fluids Division, 17.9%; Production Testing Division, 0.1%; Compression Division, 2.3%; and, Offshore Services segment, (73.4)%. GAAP pretax margins for first quarter 2014 are: Fluids Division, 17.6%; Production Testing Division, (6.4)%; Compression Division, 17.4%; and, Offshore Services segment, (22.6)%. Refer to Schedule B for GAAP amounts.
(3)
Adjusted EBITDA is a non-GAAP financial measure that is defined and reconciled to the nearest GAAP financial measure in Schedule F.
(4)
Refer to Schedule E for details.

Unusual and Other Charges and Maritech

During the first quarter of 2015, TETRA incurred $743,000 of severance expense as staffing levels were adjusted to reflect the lower activity levels. From the high point in 2014, excluding CSI Compressco, the total number of TETRA employees was reduced by 21%, of which the first quarter reduction was 12.5%.

First quarter 2015 earnings included a $2.5 million deferred tax asset valuation allowance for predominately U.S. income tax loss carry-forwards that impacted earnings per share by $0.03. The Company remains in a position to utilize its carry-forwards to offset future cash taxes.

Maritech reported a pre-tax income of $975,000 in the first quarter of 2015.

Net Debt

At March 31, 2015, the cash and debt positions of TETRA and CSI Compressco LP are shown below. TETRA and CSI Compressco LP’s debt agreements are distinct and separate with no cross default provisions, no cross collateral provisions and no cross guarantees. Management believes that the most appropriate method to analyze the debt positions of each company is to view them as noted below:


3


 
As of March 31, 2015
 
TETRA
 
CSI Compressco LP
 
(In Millions)
Non-restricted cash
$
9.0

 
$
25.0

 
 
 
 
Revolver debt outstanding
92.0

 
208.0

Current portion of long-term debt
90.0

 
—

Senior Notes outstanding
215.0

 
345.0

Net debt
$
388.0

 
$
528.0


Conference Call

TETRA will host a conference call to discuss first quarter 2015 results today, May 8, 2015, at 10:30 am ET. The phone number for the call is (888) 347-5303. The conference will also be available by live audio webcast and may be accessed through TETRA's website at www.tetratec.com.

Investor Contacts

TETRA Technologies, Inc., The Woodlands, Texas
Stuart M. Brightman, 281/367-1983
Fax: 281/364-4346
www.tetratec.com

Financial Statements, Schedules and Non-GAAP Reconciliation Schedules

Schedule A: Consolidated Income Statement (Unaudited)
Schedule B: Financial Results By Segment (Unaudited)
Schedule C: Consolidated Balance Sheet (Unaudited)
Schedule D: Long-Term Debt
Schedule E: First Quarter Unusual Charges
Schedule F: Non-GAAP Reconciliation to GAAP Financials
Schedule G: Non-GAAP Reconciliation to Free Cash Flow
Schedule H: Reconciliation of TETRA Net Debt

Company Overview and Forward Looking Statements

TETRA is a geographically diversified oil and gas services company, focused on completion fluids and associated products and services, water management, frac flowback, production well testing, offshore rig cooling, compression services and equipment, and selected offshore services including well plugging and abandonment, decommissioning, and diving.

This press release includes certain statements that are deemed to be forward-looking statements. Generally, the use of words such as “may,” “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 expected results of operational business segments for 2015, anticipated benefits from CSI Compressco following the CSI acquisition, including increases in cash distributions per unit, 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,

4


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, including the ability of CSI Compressco to successfully integrate the operations of CSI and recognize the anticipated benefits of the acquisition. 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 Report on Form 10-K for the year ended December 31, 2014, 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 March 31,
 
2015
 
2014
 
(In Thousands)
Revenues
$
251,092

 
$
212,857

 
 
 
 
Cost of sales, services, and rentals
166,663

 
164,967

Depreciation, amortization, and accretion
38,342

 
23,040

Total cost of revenues
205,005

 
188,007

Gross profit (loss)
46,087

 
24,850

 
 
 
 
General and administrative expense
35,269

 
33,420

Interest expense, net
12,886

 
4,711

Other (income) expense, net
(14
)
 
(2,598
)
Income before taxes and discontinued operations
(2,054
)
 
(10,683
)
Provision for income taxes
1,568

 
(4,593
)
Net income
(3,622
)
 
(6,090
)
Net (income) loss attributable to noncontrolling interest
(825
)
 
(844
)
Net income attributable to TETRA stockholders
$
(4,447
)
 
$
(6,934
)
 
 
 
 
Basic per share information:
 
 
 
Net income (loss) attributable to TETRA stockholders
$
(0.06
)
 
$
(0.09
)
Weighted average shares outstanding
78,907
 
78,306
 
 
 
 
Diluted per share information:
 
 
 
Net income (loss) attributable to TETRA stockholders
$
(0.06
)
 
$
(0.09
)
Weighted average shares outstanding
78,907
 
78,306


5


Schedule B: Financial Results By Segment (Unaudited)
 
Three Months Ended March 31,
 
2015
 
2014
 
(In Thousands)
Revenues by segment:
 
 
 
Fluids Division
$
99,286

 
$
105,145

Production Testing Division
37,101

 
43,638

Compression Division
102,889

 
29,764

Offshore Division
 
 
 
Offshore Services
11,783

 
35,330

Maritech
1,506

 
1,376

Intersegment eliminations
(271
)
 
(1,787
)
Offshore Division total
13,018

 
34,919

Eliminations and other
(1,202
)
 
(609
)
Total revenues
$
251,092

 
$
212,857

 
 
 
 
Gross profit (loss) by segment:
 
 
 
Fluids Division
$
25,365

 
$
24,392

Production Testing Division
2,859

 
2,154

Compression Division
22,787

 
9,964

Offshore Division
 
 
 
Offshore Services
(5,970
)
 
(4,983
)
Maritech
1,299

 
(6,126
)
Intersegment eliminations
—

 
—

Offshore Division total
(4,671
)
 
(11,109
)
Corporate overhead and eliminations
(253
)
 
(554
)
Total gross profit
$
46,087

 
$
24,847

 
 
 
 
Income (loss) before taxes by segment:
 
 
 
Fluids Division
$
17,736

 
$
18,477

Production Testing Division
39

 
(2,798
)
Compression Division
2,404

 
5,187

Offshore Division
 

 
 
Offshore Services
(8,648
)
 
(7,972
)
Maritech
975

 
(6,539
)
Intersegment eliminations
—

 
—

Offshore Division total
(7,673
)
 
(14,511
)
Corporate overhead and eliminations
(14,560
)
 
(17,038
)
Total income (loss) before taxes
$
(2,054
)
 
$
(10,683
)

Please note that the above results by Segment are inclusive of the unusual charges and expenses. Please see Schedule E for details of those unusual charges and expenses.



6


Schedule C: Consolidated Balance Sheet (Unaudited)
 
March 31, 2015
 
December 31, 2014
 
(In Thousands)
Balance Sheet:
 
 
 
Cash (excluding restricted cash)
$
34,516

 
$
48,384

Accounts receivable, net
191,378

 
227,053

Inventories
199,835

 
189,144

Other current assets
33,460

 
35,967

PP&E, net
1,132,086

 
1,124,623

Other assets
437,600

 
442,665

Total assets
$
2,028,875

 
$
2,067,836

 
 
 
 
Current portion of decommissioning liabilities
$
9,243

 
$
12,758

Other current liabilities
333,306

 
365,886

Long-term debt
859,785

 
844,961

Long-term portion of decommissioning liabilities
53,397

 
49,983

Other long-term liabilities
28,549

 
28,647

Equity
744,595

 
765,601

Total liabilities and equity
$
2,028,875

 
$
2,067,836


Note: Please see Schedule D for the individual debt obligations of TETRA and CSI Compressco LP, and net debt.

Schedule D: Long-Term and Net Debt

TETRA Technologies Inc. and its subsidiaries, excluding CSI Compressco LP and its subsidiaries, are obligated under a bank credit agreement and senior notes, neither of which are obligations of CSI Compressco LP and its subsidiaries. CSI Compressco LP and its subsidiaries are obligated under a separate bank credit agreement and senior notes, neither of which are obligations of TETRA and its other subsidiaries.
 
March 31, 2015
 
December 31, 2014
 
(In Thousands)
TETRA
 
 
 
Bank revolving line of credit facility
$
91,700

 
$
90,000

TETRA Senior Notes at various rates
305,000

 
305,000

Other debt
—

 
74

TETRA total debt
396,700

 
395,074

Less current portion
(90,000
)
 
(90,074
)
TETRA total long-term debt
$
306,700

 
$
305,000

 
 
 
 
CSI Compressco LP
 
 
 
CCLP Bank Credit Facility
$
208,000

 
$
195,000

CCLP 7.25% Senior Notes
345,085

 
344,961

CCLP total debt
553,085

 
539,961

Less current portion
—

 
—

CCLP total long-term debt
$
553,085

 
$
539,961

Consolidated total long-term debt
$
859,785

 
$
844,961





7


Non-GAAP Financial Measures
    
This press release includes the following non-GAAP financial measures for the Company: net debt, consolidated and segment income before taxes, excluding the Maritech segment and unusual charges; Adjusted EBITDA; and free cash flow. The following schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable GAAP measures. The non-GAAP financial measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP, as more fully discussed in the Company’s financial statements and filings with the Securities and Exchange Commission.

In addition to financial results determined in accordance with GAAP, this press release also includes consolidated and segment income before taxes, excluding the Maritech segment and certain unusual charges. In addition, this press release includes the Adjusted EBITDA of the Company segments, and TETRA’s net debt. Schedules E, F, G, and H include reconciliation of these non-GAAP measures to the comparable GAAP measures.

Management believes that following the sale of essentially all of Maritech’s oil and gas properties, it is helpful to show the Company’s results excluding the impact of the costs and charges relating to the decommissioning of Maritech’s remaining properties since these results will show the Company’s historical results of operations on a basis consistent with expected future operations. Management also believes that the exclusion of the unusual 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 EBITDA is defined as the Company’s adjusted income before interest, taxes, depreciation, amortization and equity compensation. Adjusted EBITDA 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.

Free Cash Flow is a non-GAAP measure that the Company defines as cash from operations, excluding cash settlements of Maritech ARO, less capital expenditures. Management uses this supplemental financial measure to:
•
Assess the Company’s ability to retire debt;
•
evaluate the capacity of the business to further invest and grow;
•
to measure the performance of the Company as compared to its peer group of companies; and
•
to determine the ability to pay dividends to shareholders.




8


Schedule E: First Quarter Unusual Charges
 
Three Months Ended
 
March 31, 2015
 
Income Before Tax
Tax
Noncont. Interest
Net Income
Diluted EPS
 
(In Thousands, Except per Share Amounts)
Income attributable to TETRA stockholders, excluding unusual charges and Maritech
$
(2,078
)
$
(676
)
$
988

$
(2,390
)
$
(0.03
)
Transaction related costs
(208
)
(78
)
(73
)
(57
)
—

Severance expense
(743
)
(155
)
(90
)
(498
)
(0.01
)
Deferred tax valuation allowance and other related tax adj.
—

2,477

—

(2,477
)
(0.03
)
Maritech profit (loss)
975

—

—

975

0.01

Net Income (loss) attributable to TETRA stockholders, as reported
$
(2,054
)
$
1,568

$
825

$
(4,447
)
$
(0.06
)
 
 
 
 
 
 
 
March 31, 2014
 
Income Before Tax
 Tax
Noncont. Interest
Net Income
 Diluted EPS
Income attributable to TETRA stockholders, excluding unusual charges and Maritech
$
(4,119
)
$
(1,370
)
$
766

$
(3,515
)
$
(0.04
)
Maritech profit (loss)
(6,539
)
(2,288
)
—

(4,251
)
(0.05
)
Other
(25
)
(935
)
78

832

—

Net Income (loss) attributable to TETRA stockholders, as reported
$
(10,683
)
$
(4,593
)
$
844

$
(6,934
)
$
(0.09
)


9


Schedule F: Non-GAAP Reconciliation to GAAP Financials
 
Three Months Ended
 
March 31, 2015
 
Net Income (Loss) Attributable to TETRA, as Reported
Non Controlling Interest
Tax Provision
Income (Loss) Before Tax, as Reported
Impairments & Unusual Charges
Adjusted Income Before Tax
Interest Expense, Net
Depreciation & Amortization
Stock Option Expense
Adjusted EBITDA
 
(In Thousands)
Fluids Division
$
17,001

$
—

$
735

$
17,736

$
113

$
17,849

$
(8
)
$
8,719

$
—

$
26,560

Production Testing Division
(592
)
—

631

39

386

425

(9
)
6,263

—

6,679

Compression Division
990

(825
)
592

2,404

407

2,811

7,906

20,045

477

31,239

Offshore Services Segment
(8,711
)
—

63

(8,648
)
10

(8,638
)
—

2,804

—

(5,834
)
Eliminations and other
3

—

—

3

—

3

—

(3
)
—

—

Subtotal
8,691

(825
)
2,021

11,534

916

12,450

7,889

37,828

477

58,644

Corporate and other
(14,113
)
—

(453
)
(14,563
)
35

(14,528
)
4,997

253

1,119

(8,159
)
TETRA excl Maritech
(5,422
)
(825
)
1,568

(3,029
)
951

(2,078
)
12,886

38,081

1,596

50,485

Maritech
975

—

—

975

—

975

—

261

—

1,236

Total TETRA
$
(4,447
)
$
(825
)
$
1,568

$
(2,054
)
$
951

$
(1,103
)
$
12,886

$
38,342

$
1,596

$
51,721

 
 
 
 
 
 
 
 
 
 
 
 
March 31, 2014
 
Net Income (Loss) Attributable to TETRA, as Reported
Non Controlling Interest
Tax Provision
Income (Loss) Before Tax, as Reported
Impairments & Unusual Charges
Adjusted Income Before Tax
Interest Expense, Net
Depreciation & Amortization
Stock Option Expense
Adjusted EBITDA
 
 
 
 
 
 
 
 
 
 
 
Fluids Division
$
16,864

$
—

$
1,612

$
18,477

$
(2,275
)
$
16,202

$
(4
)
$
7,830

$
—

$
24,028

Production Testing Division
(4,302
)
—

1,504

(2,797
)
1,747

(1,050
)
(2
)
7,563

—

6,511

Compression Division
3,708

(844
)
634

5,186

—

5,186

159

3,720

202

9,267

Offshore Services Segment
(8,261
)
—

289

(7,972
)
34

(7,938
)
27

3,331

—

(4,579
)
Eliminations and other
3

—

—

3

—

3

—

(3
)
—

—

Subtotal
8,013

(844
)
4,040

12,897

(494
)
12,403

181

22,442

202

32,557

Corporate and other
(10,695
)
—

(6,345
)
(17,041
)
519

(16,522
)
4,531

554

1,652

(9,785
)
TETRA excl Maritech
(2,683
)
(844
)
(2,305
)
(4,144
)
25

(4,119
)
4,711

22,996

1,854

25,442

Maritech
(4,250
)
—

(2,288
)
(6,539
)
—

(6,539
)
—

44

—

(6,495
)
Total TETRA
$
(6,933
)
$
(844
)
$
(4,593
)
$
(10,683
)
$
25

$
10,658

$
4,711

$
23,040

$
1,854

$
18,947



10


Schedule G: Non-GAAP Reconciliation to Free Cash Flow
 
Three Months Ended
 
March 31, 2015
 
March 31, 2014
 
(In Thousands)
TTI Consolidated
 
 
 
Cash from operations
$
27,815

 
$
36,070

ARO settlements
566

 
13,307

Capital expenditures, net of sales proceeds
(46,138
)
 
(24,836
)
Free cash flow before ARO settlements
(17,757
)
 
24,541

 
 
 
 
CSI Compressco LP
 
 
 
Cash from operations
32,481

 
16,234

Capital expenditures, net of sales proceeds
(37,158
)
 
(6,004
)
Free cash flow
(4,677
)
 
10,230

 
 
 
 
TTI Only
 
 
 
Cash from operations
(4,666
)
 
19,836

ARO settlements
566

 
13,307

Capital expenditures, net of sales proceeds
(8,980
)
 
(18,832
)
Free cash flow before ARO settlements
(13,080
)
 
14,311

Distributions from CSI Compressco LP
(7,341
)
 
5,719

Free cash flow before ARO settlements and after
distributions from CSI Compressco LP
$
(5,739
)
 
$
20,030


Schedule H: Reconciliation of TETRA Net Debt

The following reconciliation of net debt is presented as a supplement to financial results prepared in accordance with GAAP. The Company defines net debt as the sum 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 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. A reconciliation of long-term debt to net debt as of March 31, 2015 and December 31, 2014 is provided below.
 
March 31, 2015
 
December 31, 2014
 
(In Thousands)
TETRA Net Debt:
 
 
 
Total debt, excluding CSI Compressco LP debt
$
396,700

 
$
395,074

Less: cash, excluding CSI Compressco LP cash
(9,045
)
 
(14,318
)
Net debt
$
387,655

 
$
380,756




11
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