Fourth Quarter Financial Highlights
- Fourth quarter GAAP income from continuing operations was
$102 million and GAAP diluted
earnings per share from continuing operations was $0.77, inclusive of a non-cash $97.5 million favorable valuation allowance
adjustment to deferred tax assets in the
United States.
- Excluding unusual and non-recurring credits and expenses,
adjusted income from continuing operations was $3.9 million, a 16% sequential improvement.
Adjusted diluted net income per share from continuing operations
was $0.03. Fourth quarter Adjusted
EBITDA was $22.8 million.
- Fourth quarter revenue of $134.5
million decreased 5% sequentially.
- Fourth quarter net cash provided by operating activities was
$5.6 million while adjusted free cash
flow was a use of $9.3 million.
THE
WOODLANDS, Texas, Feb. 25,
2025 /PRNewswire/ -- TETRA Technologies, Inc.
("TETRA" or the "Company") (NYSE:TTI) today announced fourth
quarter and total year 2024 results.
Brady Murphy, TETRA's President
and Chief Executive Officer, stated, "Our fourth quarter results
were in-line with our expectations as strong offshore activity led
by deepwater Gulf of America as well as continued strength in our
industrial chemicals business did not quite offset weaker than
normal year-end U.S. onshore activity. Adjusted EBITDA margins of
17.0% improved from 16.6% in the third quarter and from 15.8% in
the fourth quarter of 2023 despite lower revenue quarter over
quarter and year over year. Our strategic focus on produced water
has resulted in record high treatment and recycling volumes in the
fourth quarter and the commercial announcement of TETRA Oasis Total
Desalination Solution (TDS), an end-to-end desalination for
beneficial re-use solution has been very well received. In early
January we monetized our entire equity investment in Kodiak Gas
Services Inc., generating approximately $19 million in cash
proceeds. We enter 2025 with a strong and growing base business, a
robust backlog of deep-water projects, momentum with our produced
water desalination solution, stronger demand for our TETRA PureFlow
battery electrolyte, a solid balance sheet and the necessary
liquidity to continue to fund our growth initiatives.
In the past week we finished the completion work for the first
of three TETRA CS Neptune wells that are scheduled for the first
half of the year. When combining the TETRA CS Neptune three
well project, the start of deepwater offshore projects in
Brazil, our normal seasonal
industrial calcium chemicals peak in the second quarter, and an
expected material ramp up in Eos electrolyte orders, we expect net
income before taxes in the first half of 2025 to be between
$19 million and $34 million and adjusted EBITDA to be between
$55 million and $65 million, which would be near or above a
ten-year record high. This would compare to $13.8 million of net income before taxes and
$53 million of Adjusted EBITDA from
the first half of 2024. For the full year of 2025 we anticipate
high single digit to low double-digit revenue growth and expect to
generate over $50 million of free
cash flow from our base business. The combination of these, plus
advances with our produced water beneficial re-use solution, our
Arkansas resource position and
strategic partnerships, provides us the opportunity to continue to
drive long-term shareholder value creation, aided by the tax loss
carryforward.
In the fourth quarter we recognized a favorable adjustment of
$97.5 million to deferred tax assets
valuation allowance. This adjustment reflects TETRA's profitable
position in the United States over
the recent years and an expectation of stronger profits in the
coming years in the United States
from the initiatives underway. In the past three years we have
realized cash tax savings on approximately $97 million of U.S. income by utilizing our
federal tax loss carryforward. We estimate that our U.S. federal
tax loss carryforward can offset approximately $345 million of taxable pretax income in
the United States in 2025 and
beyond. The utilization of the loss carryforward and other deferred
tax assets is expected to provide TETRA a cash flow tax benefit of
approximately $97.5 million in the
coming years."
Certain assumptions underlying the valuation of our deferred tax
assets are set forth in the Cautionary Statement Regarding
Forward-Looking Statements.
Fourth Quarter Results
Fourth quarter 2024 revenue of $135
million decreased 5% from the third quarter of 2024, which
included an early production facility ("EPF") expansion sale in
Argentina in the third quarter.
Net income from continuing operations was $102 million, inclusive of $98 million of non-recurring net tax credits and
compares to net income from continuing operations of $2.8 million in the third quarter of 2024,
inclusive of $0.5 million of
non-recurring charges and expenses. Diluted net income per share
from continuing operations in the fourth quarter was $0.77 and compares to net income per share of
$0.02 in the third quarter of 2024.
Adjusted net income per share from continuing operations was
$0.03 excluding unusual and
non-recurring items in the fourth quarter, consistent with
$0.03 in the third quarter 2024.
Fourth quarter Adjusted EBITDA of $22.8 million (17.0% of revenue) decreased 3%
from the third quarter of 2024. The fourth quarter results included
unrealized mark-to-market gains on investments of approximately
$5 million which offset approximately
$1 million of foreign exchange
losses, mainly in Latin America.
In January 2025, TETRA monetized its
equity investment in Kodiak Gas Services, Inc. at an average price
of $42.24, realizing cash proceeds of
approximately $19 million.
Fourth quarter cash flow from operating activities was
$5.6 million and compares to
$19.9 million in the third
quarter of 2024. Adjusted free cash flow was a use of $9.3 million in the fourth quarter of 2024 and
compares to $6.3 million positive
free cash flow in the third quarter of 2024. Fourth quarter and
total year base business free cash flow was impacted by capital
investments to increase our capacity in the Gulf of America and
Brazil plus a buildup of inventory
for the TETRA CS Neptune and Brazil projects and also for a buildup on
calcium chloride inventory for the seasonal peak in northern
Europe. These investments are expected to be monetized in the
first half of 2025. Working capital at the end of year was
$109 million. Working capital is
defined as current assets, excluding cash and restricted cash, less
current liabilities.
Brady Murphy, further stated, "As
we look to the first half of 2025, including our traditional
northern Europe seasonal
industrial chemicals ramp up in the second quarter, we are seeing
strong activity in our offshore completion fluids business given
the robust backlog of deep-water projects in the Gulf of America
and Brazil. We expect our Water
& Flowback Services revenue to be flat to down slightly
reflecting announcements by E&P operators to reduce capital
spending in North America. We
remain focused on our deploying our differentiating technologies,
automation and on cost controls while minimizing capital
expenditures in this segment. This segment will benefit from
continued increases in treating produced water to bring a solution
to address the disposal restrictions in the Permian Basin."
Water & Flowback Services revenue for the fourth quarter was
$66 million, down 14% quarter over
quarter. Net income before taxes was $2.1
million (down from $4.7
million in the third quarter) while Adjusted EBITDA was
$8.9 million (down from $11 million in the third quarter) reflecting a
slowdown in US onshore activity and the third quarter EPF sale in
Argentina. In December, TETRA
announced the commercial launch of TETRA Oasis TDS, an end-to-end
water treatment and desalination technology for beneficial re-use
and mineral extraction applications for oil and gas well produced
water. During the fourth quarter TETRA completed a commercial pilot
project for the desalination of produced water for a major
Delaware Basin oil and gas
operator. The desalinated water was tested against published
Texas Railroad Commission ("TRRC") standards for beneficial re-use
water at both TETRA's laboratory and an independent third-party
laboratory. Subsequently, the treated water was sent to a third
party for Whole Effluent Toxicity ("WET") testing where it
successfully passed all test parameters.
Completion Fluids & Products fourth-quarter 2024 revenue of
$69 million increased 6% from the
third quarter. Net income before taxes was $17.3 million in the fourth quarter (25.2% of
revenue) compares to $19.1 million
(29% of revenue) in the third quarter. Adjusted EBITDA of
$19 million decreased $1.8 million sequentially. Completion Fluids
& Products Adjusted EBITDA margins were 27.3% in the fourth
quarter compared to 31.7% in the third quarter as margins were
impacted by lower utilization and lower production volumes. The
fourth quarter included $0.6 million in unrealized mark-to-market
loss from investments. Excluding unrealized mark-to-market losses
from investments, Adjusted EBITDA margins were 28%.
Strategic Initiatives Update
Brady Murphy stated, "In 2024, we
invested $22 million 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
for plant site preparation and power infrastructure for our bromine
project. We have ongoing negotiations with various bromine
providers for bridging supply agreements that, if and when
finalized, will give us flexibility on the timing of a plant
start-up, allowing us to accumulate additional cash from our base
business while also expecting to result in overall lower
Arkansas project capital
investments than previously communicated. These initiatives are
expected to provide the volumes necessary for the stronger
deepwater market plus the growing long-duration battery storage
requirements. If and when the bridging supply agreement is
finalized, we will announce our revised Arkansas investment and timing
plans.
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 America, TETRA PureFlow Plus
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 remain
focused on completing all the engineering studies required to
define the lithium project economics. Until then, no investments
are expected to be made on our lithium initiatives."
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 from continuing
operations, adjusted EBITDA, and adjusted EBITDA margin (Adjusted
EBITDA as a percent of revenue) on consolidated and segment basis,
adjusted income/(loss) from continuing operations, adjusted free
cash flow from continuing operations, and net debt. Please see
Schedules D through K for definitions and reconciliations of these
non-GAAP financial measures to the most directly comparable GAAP
measures.
(1) Base business adjusted free cash flow is defined
as total adjusted free cash flow prior to TETRA's investments in
the Arkansas bromine and lithium
projects. See Schedule H.
A summary of key financial metrics for the fourth quarter are as
follows:
Fourth Quarter
2024 Results
|
|
Three Months
Ended
|
|
December 31,
2024
|
|
September 30,
2024
|
|
December 31,
2023
|
|
(in thousands, except
per share amounts)
|
Revenue
|
$
134,504
|
|
$
141,700
|
|
$
153,126
|
Income (loss) from
continuing operations
|
102,233
|
|
2,832
|
|
(4,239)
|
Adjusted EBITDA before
discontinued operations
|
22,825
|
|
23,501
|
|
24,142
|
GAAP diluted income
earnings (loss) per share from continuing operations
|
0.77
|
|
0.02
|
|
(0.03)
|
Adjusted income from
continuing operations
|
0.03
|
|
0.03
|
|
0.03
|
Net cash provided by
operating activities
|
5,635
|
|
19,870
|
|
18,875
|
Total adjusted free
cash flow(1)
|
$
(9,324)
|
|
$
6,331
|
|
$
20,073
|
|
|
(1)
|
For the three months
ended December 31, 2024, September 30, 2024 and
December 31, 2023, total adjusted free cash flow includes $0.2
million of net reimbursements, $8.7 million of net payments and
$2.0 million of net payments, respectively, for the Arkansas
bromine and lithium projects.
|
At the end of the fourth quarter, unrestricted cash was
$37 million and availability under our credit agreements was
$75.0 million. Liquidity at the end
of the year was $182.2 million. As of
February 25, liquidity was
$207 million. Liquidity is defined as
unrestricted cash plus availability under our revolving credit
facilities and includes the delayed draw feature. Long-term debt
was $180 million, while net debt was
$143 million. TETRA's net leverage
ratio was 1.77X at the end of the fourth quarter of 2024.
Fourth Quarter Non-Recurring Charges and Expenses
Fourth quarter 2024 non-recurring credits, charges and
expenses are reflected on Schedule E and include a favorable
adjustment of $97.5 million valuation
allowance for deferred tax assets in the
United States. This adjustment reflects TETRA being in a
three-year cumulative positive pre-tax income position in the U.S.
and expectations of continued favorable pre-tax income in
the United States. TETRA has been
utilizing the U.S. tax loss carryforward in the last three years
and is expected to continue to do so into the future with increased
profits coming from the CS Neptune projects, ramp up of
long-duration battery electrolyte sales, plus realized gains on the
sale of marketable securities. Non-recurring charges include
$0.9 million of restructuring charges
and other expenses.
Total Year Results
Total year revenue of $599 million
decreased $27 million from 2023 with
international operations driving the decline. Income from
continuing operations improved by 3.5 times from income of
$25.5 million in 2023 (inclusive of
$8.8 million of unusual charges) to
$113.6 million in 2024 (inclusive of
$91.6 million of unusual benefits net
of charges). Adjusted EBITDA decreased by $7
million on a revenue decrease of $27
million. Adjusted EBITDA in 2024 was $99 million compared to $107 million in 2023, and Adjusted EBITDA margins
decreased 50 basis points to 16.6% from 17.1% in 2023. 2024
included unrealized gains on investments of $8.6 million while 2023 included unrealized gains
on investments of $0.5 million. 2024
also included $2.4 million of foreign
exchange losses.
A summary of key financial metrics for the total year are as
follows:
|
Twelve Months
Ended
|
|
|
|
|
|
December 31,
2024
|
|
December 31,
2023
|
|
Change
|
|
%
Change
|
|
(In
Millions)
|
Revenue
|
$
599.1
|
|
$
626.3
|
|
$
(27.2)
|
|
(4) %
|
|
|
|
|
|
|
|
|
Operating income from
continuing operations
|
$
28.7
|
|
$
31.7
|
|
$
(3.0)
|
|
(9) %
|
% of revenue
|
4.8 %
|
|
5.1 %
|
|
(0.3) %
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
$
99.4
|
|
$
106.8
|
|
$
(7.4)
|
|
(7) %
|
Adjusted EBITDA
margin
|
16.6 %
|
|
17.1 %
|
|
(0.5) %
|
|
|
|
|
|
|
|
|
|
|
Cash flow from
operations
|
$
36.5
|
|
$
70.2
|
|
$
(33.7)
|
|
(48) %
|
Adjusted free cash
flow
|
$
(23.2)
|
|
$
40.8
|
|
$
(64.0)
|
|
NM(1)
|
|
|
|
|
|
|
|
|
Net debt
|
$
142.7
|
|
$
105.0
|
|
$
37.7
|
|
36 %
|
|
(1)
Percent change is not meaningful
|
Completion Fluids & Products total year revenue for 2024 of
$311 million decreased $1.7 million from 2023. Income before taxes was
$82.9 million (27% of revenue)
inclusive of $1.8 million of
non-recurring credits. Adjusted EBITDA was $90.1 million (28.9% of revenue).
Water & Flowback Services total year revenue for 2024
of $288 million decreased
$25.4 million from 2023. Income
before taxes was $10.7 million (4% of
revenue) inclusive of $1.7 million of unusual charges. Adjusted
EBITDA was $38.1 million (13.2% of
revenue).
Total Year Non-Recurring Charges and Expenses
Total year non-recurring credits, net of charges and expenses
were $91.7 million, which are
reflected on Schedules E and F and include the following: (a)
$97.5 million favorable
valuation adjustment to deferred taxes, (b) favorable $1.8 million adjustment to completion fluids
buy-backs, (c) $1.4 million of unfavorable foreign exchange losses
from prior year, (d) $5.5 million loss on debt extinguishment from
the refinancing of our term loan in January 2024 and (e) $757,000
of other expenses and charges.
Conference Call
TETRA will host a conference call to discuss these results on
February 26, 2025, at 10:30 a.m. Eastern Time. The phone number for the
call is 1-800-836-8184. The conference call will also be available
by live audio webcast. A replay of the conference call will be
available at 1-888-660-6345 conference number 37885#, for one week
following the conference call and the archived webcast will be
available through the Company's website for thirty days following
the conference call.
Investor Contact
For further information, please contact Elijio Serrano, CFO, TETRA Technologies, Inc. at
(281) 367-1983 or via email at eserrano@onetetra.com.
Financial Statements, Schedules and Non-GAAP Reconciliation
Schedules (Unaudited)
Schedule A: Consolidated Income Statement
Schedule B: Condensed Consolidated Balance Sheet
Schedule C: Consolidated Statements of Cash Flows
Schedule D: Statement Regarding Use of Non-GAAP Financial
Measures
Schedule E: Non-GAAP Reconciliation of Adjusted Net Income
(Loss) From Continuing Operations
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
Schedule K: Non-GAAP Reconciliation of Adjusted EBITDA for
Projected First Half 2025 and Actual First Half 2024
Company Overview
TETRA Technologies, Inc. is an energy services and solutions
company focused on developing environmentally conscious services
and solutions that help make people's lives better. With operations
on six continents, the Company's portfolio consists of Energy
Services, Industrial Chemicals, and Lithium Ventures. In addition
to providing products and services to the oil and gas industry and
calcium chloride for diverse applications, TETRA is expanding into
the low-carbon energy market with chemistry expertise, key mineral
acreage, and global infrastructure, helping to meet the demand for
sustainable energy in the twenty-first century. Visit the Company's
website at www.onetetra.com for more information.
Cautionary Statement Regarding Forward Looking
Statements
This news release includes certain statements that are deemed to
be forward-looking statements. Generally, the use of words such as
"may," "see," "expectation," "expect," "intend," "estimate,"
"projects," "anticipate," "believe," "assume," "could," "should,"
"plans," "targets" or similar expressions that convey the
uncertainty of future events, activities, expectations or outcomes
identify forward-looking statements that the Company intends to be
included within the safe harbor protections provided by the federal
securities laws. These forward-looking statements include
statements concerning economic and operating conditions that are
outside of our control, including statements concerning current
trends in the oil and gas industry; 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 production, 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 future financial results, 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.
The discussions regarding the loss carryforwards and pretax
income associated with the valuation of the deferred tax assets,
including our NOLs, assume that activity from deepwater Gulf of
America and United States onshore
calcium chloride and zinc bromide sales continue consistent with
the recent years; and that US onshore oil & gas activity is
flat in the immediate years. We cannot guarantee that we will
realize the full benefits of the NOLs or that we will achieve the
full estimates of pretax income included herein. Investors are
cautioned that such estimates are not guarantees of future
performance and that actual results or developments may differ from
those projected concerning the valuation of the deferred tax
assets.
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
|
|
Twelve Months
Ended
|
|
December 31,
2024
|
|
September 30,
2024
|
|
December 31,
2023
|
|
December 31,
2024
|
|
December 31,
2023
|
|
(in thousands, except
per share amounts)
|
Revenues
|
$
134,504
|
|
$
141,700
|
|
$
153,126
|
|
$
599,111
|
|
$
626,262
|
|
|
|
|
|
|
|
|
|
|
Cost of product sales
and services
|
94,015
|
|
98,391
|
|
112,070
|
|
423,428
|
|
438,172
|
Depreciation,
amortization, and accretion
|
9,354
|
|
8,837
|
|
8,624
|
|
35,721
|
|
34,329
|
Impairments and other
charges
|
—
|
|
109
|
|
2,189
|
|
109
|
|
2,966
|
Insurance
recoveries
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,850)
|
Total cost of
revenues
|
103,369
|
|
107,337
|
|
122,883
|
|
459,258
|
|
472,617
|
Gross profit
|
31,135
|
|
34,363
|
|
30,243
|
|
139,853
|
|
153,645
|
|
|
|
|
|
|
|
|
|
|
Exploration and
pre-development costs
|
—
|
|
—
|
|
5,283
|
|
—
|
|
12,119
|
General and
administrative expense
|
23,128
|
|
22,406
|
|
23,336
|
|
89,969
|
|
96,590
|
Interest expense,
net
|
5,232
|
|
5,096
|
|
5,677
|
|
22,465
|
|
22,349
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
—
|
|
5,535
|
|
—
|
Other income,
net
|
(4,617)
|
|
(715)
|
|
(422)
|
|
(6,858)
|
|
(9,112)
|
Income (loss) before
taxes and discontinued operations
|
7,392
|
|
7,576
|
|
(3,631)
|
|
28,742
|
|
31,699
|
Provision (benefit) for
income taxes
|
(94,841)
|
|
4,744
|
|
608
|
|
(84,878)
|
|
6,220
|
Income (loss) from
continuing operations
|
102,233
|
|
2,832
|
|
(4,239)
|
|
113,620
|
|
25,479
|
Income (loss) from
discontinued operations, net of taxes
|
490
|
|
(5,830)
|
|
346
|
|
(5,340)
|
|
278
|
Net income
(loss)
|
102,723
|
|
(2,998)
|
|
(3,893)
|
|
108,280
|
|
25,757
|
Loss attributable to
noncontrolling interest
|
1
|
|
—
|
|
2
|
|
4
|
|
27
|
Net income (loss)
attributable to TETRA stockholders
|
$
102,724
|
|
$
(2,998)
|
|
$
(3,891)
|
|
$
108,284
|
|
$
25,784
|
Basic net income
(loss) per common share:
|
|
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations
|
$
0.78
|
|
$
0.02
|
|
$
(0.03)
|
|
$
0.87
|
|
$
0.20
|
Loss from discontinued
operations
|
0.00
|
|
(0.04)
|
|
0.00
|
|
(0.04)
|
|
0.00
|
Net income (loss)
attributable to TETRA stockholders
|
$
0.78
|
|
$
(0.02)
|
|
$
(0.03)
|
|
$
0.83
|
|
$
0.20
|
Weighted average basic
shares outstanding
|
131,809
|
|
131,579
|
|
130,079
|
|
131,279
|
|
129,568
|
Diluted net income
(loss) per common share:
|
|
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations
|
$
0.77
|
|
$
0.02
|
|
$
(0.03)
|
|
$
0.86
|
|
$
0.20
|
Loss from discontinued
operations
|
0.00
|
|
(0.04)
|
|
0.00
|
|
(0.04)
|
|
0.00
|
Net income (loss)
attributable to TETRA stockholders
|
$
0.77
|
|
$
(0.02)
|
|
$
(0.03)
|
|
$
0.82
|
|
$
0.20
|
Weighted average
diluted shares outstanding
|
132,812
|
|
132,029
|
|
130,079
|
|
132,231
|
|
131,243
|
Schedule B:
Condensed Consolidated Balance Sheet (Unaudited)
|
|
December 31,
2024
|
|
December 31,
2023
|
|
(in
thousands)
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
36,987
|
|
$
52,485
|
Restricted
cash
|
221
|
|
—
|
Trade accounts
receivable, net
|
104,813
|
|
111,798
|
Inventories
|
101,697
|
|
96,536
|
Prepaid expenses and
other current assets
|
25,910
|
|
21,196
|
Total current
assets
|
269,628
|
|
282,015
|
Plant, property, and
equipment, net
|
142,160
|
|
107,716
|
Deferred tax
assets
|
98,149
|
|
910
|
Operating lease
right-of-use assets
|
29,797
|
|
31,915
|
Investments
|
28,159
|
|
17,354
|
Patents, trademarks and
other intangible assets, net
|
24,923
|
|
29,132
|
Other assets
|
12,379
|
|
9,919
|
Total long-term
assets
|
335,567
|
|
196,946
|
Total assets
|
$
605,195
|
|
$
478,961
|
|
|
|
|
LIABILITIES AND
EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Trade accounts
payable
|
$
43,103
|
|
$
52,290
|
Compensation and
employee benefits
|
23,022
|
|
26,918
|
Operating lease
liabilities, current portion
|
8,861
|
|
9,101
|
Accrued
taxes
|
12,493
|
|
10,350
|
Accrued liabilities and
other
|
30,040
|
|
27,303
|
Current liabilities
associated with discontinued operations
|
5,830
|
|
—
|
Total current
liabilities
|
123,349
|
|
125,962
|
Long-term debt,
net
|
179,696
|
|
157,505
|
Operating lease
liabilities
|
25,041
|
|
27,538
|
Asset retirement
obligations
|
14,786
|
|
14,199
|
Deferred income
taxes
|
4,912
|
|
2,279
|
Other
liabilities
|
4,104
|
|
4,144
|
Total long-term
liabilities
|
228,539
|
|
205,665
|
TETRA stockholders'
equity
|
254,568
|
|
148,591
|
Noncontrolling
interests
|
(1,261)
|
|
(1,257)
|
Total equity
|
253,307
|
|
147,334
|
Total liabilities and
equity
|
$
605,195
|
|
$
478,961
|
Schedule C:
Consolidated Statements of Cash Flows (Unaudited)
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December 31,
2024
|
|
September 30,
2024
|
|
December 31,
2023
|
|
December 31,
2024
|
|
December 31,
2023
|
|
|
|
|
|
|
(in
thousands)
|
Operating
activities:
|
|
|
|
|
|
|
|
|
|
Net income
(loss)
|
$
102,723
|
|
$
(2,998)
|
|
$
(3,893)
|
|
$
108,280
|
|
$
25,757
|
Reconciliation of net
income (loss) to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
|
Depreciation,
amortization, and accretion
|
9,354
|
|
8,837
|
|
8,624
|
|
35,721
|
|
34,329
|
Impairments and other
charges
|
—
|
|
109
|
|
2,189
|
|
109
|
|
2,966
|
Gain on
investments
|
(5,013)
|
|
(750)
|
|
(696)
|
|
(8,604)
|
|
(539)
|
Provision (benefit) for
deferred taxes
|
(95,522)
|
|
967
|
|
71
|
|
(94,455)
|
|
(734)
|
Equity-based
compensation expense
|
1,668
|
|
1,481
|
|
6,423
|
|
6,572
|
|
10,622
|
Provision for credit
losses
|
254
|
|
130
|
|
95
|
|
217
|
|
285
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
—
|
|
5,535
|
|
—
|
Amortization and
expense of financing costs
|
266
|
|
239
|
|
726
|
|
1,389
|
|
3,433
|
Insurance recoveries
associated with damaged equipment
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,850)
|
Gain on sale of
assets
|
(196)
|
|
(75)
|
|
(130)
|
|
(338)
|
|
(562)
|
Other non-cash charges
and credits
|
(316)
|
|
26
|
|
(315)
|
|
(1,076)
|
|
(1,231)
|
Changes in operating
assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
2,693
|
|
26,634
|
|
12,565
|
|
5,702
|
|
20,165
|
Inventories
|
(6,826)
|
|
(13,953)
|
|
(3,215)
|
|
(8,784)
|
|
(23,205)
|
Prepaid expenses and
other current assets
|
(5,344)
|
|
1,930
|
|
863
|
|
(6,574)
|
|
2,176
|
Trade accounts payable
and accrued expenses
|
1,744
|
|
606
|
|
(3,021)
|
|
(4,140)
|
|
(128)
|
Other
|
150
|
|
(3,313)
|
|
(1,411)
|
|
(3,034)
|
|
(278)
|
Net cash provided by
operating activities
|
5,635
|
|
19,870
|
|
18,875
|
|
36,520
|
|
70,206
|
Investing
activities:
|
|
|
|
|
|
|
|
|
|
Purchases of property,
plant, and equipment
|
(14,888)
|
|
(14,573)
|
|
(7,912)
|
|
(60,680)
|
|
(38,152)
|
Purchases of
investments
|
—
|
|
(1,021)
|
|
—
|
|
(1,021)
|
|
(350)
|
Proceeds from sale of
investment
|
—
|
|
—
|
|
3,900
|
|
—
|
|
3,900
|
Proceeds from sale of
property, plant, and equipment
|
261
|
|
2,284
|
|
6,003
|
|
2,917
|
|
6,661
|
Proceeds from insurance
recoveries associated with damaged equipment
|
—
|
|
—
|
|
—
|
|
—
|
|
2,850
|
Other investing
activities
|
12
|
|
(93)
|
|
(100)
|
|
(275)
|
|
(1,936)
|
Net cash provided by
(used in) investing activities
|
(14,615)
|
|
(13,403)
|
|
1,891
|
|
(59,059)
|
|
(27,027)
|
Financing
activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from credit
agreement and long-term debt
|
98
|
|
109
|
|
145
|
|
184,820
|
|
97,529
|
Principal payments on
credit agreement and long-term debt
|
(98)
|
|
(109)
|
|
(2,056)
|
|
(163,579)
|
|
(100,497)
|
Payments on finance
lease obligations
|
(384)
|
|
(414)
|
|
(858)
|
|
(1,438)
|
|
(1,695)
|
Debt issuance
costs
|
(692)
|
|
—
|
|
—
|
|
(6,648)
|
|
—
|
Shares withheld for
taxes on equity-based compensation
|
(53)
|
|
(566)
|
|
—
|
|
(3,006)
|
|
—
|
Other financing
activities
|
—
|
|
—
|
|
—
|
|
(1,280)
|
|
—
|
Net cash provided by
(used in) financing activities
|
(1,129)
|
|
(980)
|
|
(2,769)
|
|
8,869
|
|
(4,663)
|
Effect of exchange rate
changes on cash
|
(1,696)
|
|
774
|
|
662
|
|
(1,607)
|
|
377
|
Increase (decrease) in
cash and cash equivalents and restricted cash
|
(11,805)
|
|
6,261
|
|
18,659
|
|
(15,277)
|
|
38,893
|
Cash and cash
equivalents at beginning of period
|
49,013
|
|
42,752
|
|
33,826
|
|
52,485
|
|
13,592
|
Cash and cash
equivalents and restricted cash at end of period associated with
continuing operations
|
$
37,208
|
|
$
49,013
|
|
$
52,485
|
|
$
37,208
|
|
$
52,485
|
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 unusual tax provision, unusual foreign exchange losses
and certain special or other charges (or credits), and including
noncontrolling interest attributable to continued operations.
Adjusted net income is used by management as a supplemental
financial measure to assess financial performance, without regard
to charges or credits that are considered by management to be
outside of its normal operations.
Adjusted net income per share is defined as the Company's
diluted net income per share attributable to TETRA stockholders
excluding certain special or other charges (or credits). Adjusted
net income per share is used by management as a supplemental
financial measure to assess financial performance, without regard
to charges or credits that are considered by management to be
outside of its normal operations.
Adjusted EBITDA is defined as net income (loss) before taxes and
discontinued operations, excluding impairments, exploration and
pre-development costs, certain special, non-recurring or other
charges (or credits), including loss on debt extinguishment,
interest, depreciation and amortization, income from collaborative
arrangement and certain non-cash items such as equity-based
compensation expense. The most directly comparable GAAP financial
measure is net income (loss) before taxes and discontinued
operations. Exploration and pre-development costs represent
expenditures incurred to evaluate potential future development of
TETRA's lithium and bromine properties in Arkansas. Such costs include exploratory
drilling and associated engineering studies. Income from
collaborative arrangement represents the portion of exploration and
pre-development costs that are reimbursable by our Evergreen Unit
partner. We began capitalizing exploration and pre-development
costs in January 2024 and therefore
these costs are only excluded for periods prior to January 1, 2024. Exploration and pre-development
costs and the associated income from collaborative arrangement were
excluded from Adjusted EBITDA in prior periods because they did not
relate to the Company's current business operations. Adjustments to
long-term incentives represent cumulative adjustments to valuation
of long-term cash incentive compensation awards that are related to
prior years. These costs are excluded from Adjusted EBITDA because
they do not relate to the current year and are considered to be
outside of normal operations. Long-term incentives are earned over
a three-year period and the costs are recorded over the three-year
period they are earned. The amounts accrued or incurred are based
on a cumulative of the three-year period. Equity-based compensation
expense represents compensation that has been or will be paid in
equity and is excluded from Adjusted EBITDA because it is a
non-cash item. Adjusted EBITDA is used by management as a
supplemental financial measure to assess financial performance,
without regard to charges or credits that are considered by
management to be outside of its normal operations and without
regard to financing methods, capital structure or historical cost
basis, and to assess the Company's ability to incur and service
debt and fund capital expenditures.
Total adjusted free cash flow is defined as cash from operations
less capital expenditures net of sales proceeds and cost of
equipment sold, less payments on financing lease obligations and
including cash distributions to TETRA from investments and cash
from sales of investments. Base business adjusted free cash flow is
defined as Total adjusted free cash flow excluding TETRA's
investments in the Arkansas
bromine and lithium projects. Management uses this supplemental
financial measure to:
- assess the Company's ability to retire debt;
- evaluate the capacity of the Company to further invest and
grow; and
- to measure the performance of the Company as compared to its
peer group.
Total adjusted free cash flow does not necessarily imply
residual cash flow available for discretionary expenditures, as
they exclude cash requirements for debt service or other
non-discretionary expenditures that are not deducted.
Net debt is defined as the sum of the carrying value of
long-term and short-term debt on its consolidated balance sheet,
less cash, excluding restricted cash on the balance sheet.
Management views net debt as a measure of TETRA's ability to reduce
debt, add to cash balances, pay dividends, repurchase stock, and
fund investing and financing activities.
Net leverage ratio is defined as debt excluding financing fees
& discount on term loan and including letters of credit and
guarantees, less cash divided by trailing twelve months adjusted
EBITDA for credit facilities. Adjusted EBITDA for credit facilities
consists of adjusted EBITDA described above, less non-cash (gain)
loss on sale of investments, (gain) loss on sales of assets and
excluding certain special or other charges (or credits). Management
primarily uses this metric to assess TETRA's ability to borrow,
reduce debt, add to cash balances, pay distributions, and fund
investing and financing activities.
Return on net capital employed is defined as Adjusted EBIT
divided by average net capital employed. Adjusted EBIT is defined
as net income (loss) before taxes and discontinued operations,
interest, and certain non-cash charges, and non-recurring
adjustments. Net capital employed is defined as assets, excluding
assets associated with the Arkansas bromine and lithium development, 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 (Loss) From Continuing
Operations (Unaudited)
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December 31,
2024
|
|
September 30,
2024
|
|
December 31,
2023
|
|
December 31,
2024
|
|
December 31,
2023
|
|
(in thousands, except
per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before
taxes and discontinued operations
|
$
7,392
|
|
$
7,576
|
|
$
(3,631)
|
|
$
28,742
|
|
$
31,699
|
Provision (benefit) for
income taxes
|
(94,841)
|
|
4,744
|
|
608
|
|
(84,878)
|
|
6,220
|
Noncontrolling interest
attributed to continuing operations
|
1
|
|
—
|
|
2
|
|
4
|
|
27
|
Income (loss) from
continuing operations
|
102,232
|
|
2,832
|
|
(4,241)
|
|
113,616
|
|
25,452
|
Completion fluids
buy-back allowance adjustment
|
(1,776)
|
|
—
|
|
—
|
|
(1,776)
|
|
—
|
Exploration,
pre-development costs and collaborative arrangements
|
—
|
|
—
|
|
2,684
|
|
—
|
|
2,838
|
Insurance (recoveries)
expenditures
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,678)
|
Adjustment to long-term
incentives
|
—
|
|
—
|
|
281
|
|
—
|
|
1,526
|
Transaction,
restructuring, and other expenses
|
852
|
|
592
|
|
258
|
|
1,349
|
|
502
|
Impairments and other
charges
|
—
|
|
109
|
|
2,189
|
|
109
|
|
2,966
|
Former CEO stock
appreciation right expense
|
103
|
|
(190)
|
|
(789)
|
|
(701)
|
|
237
|
Unusual foreign
exchange loss
|
—
|
|
—
|
|
2,444
|
|
1,387
|
|
2,444
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
—
|
|
5,535
|
|
—
|
Unusual tax
provision
|
(97,522)
|
|
—
|
|
951
|
|
(97,522)
|
|
951
|
Adjusted income from
continuing operations
|
$
3,889
|
|
$
3,343
|
|
$
3,777
|
|
$
21,997
|
|
$
34,238
|
|
|
|
|
|
|
|
|
|
|
Diluted per share
information
|
|
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations
|
$
0.77
|
|
$
0.02
|
|
$
(0.03)
|
|
$
0.86
|
|
$
0.20
|
Adjusted income from
continuing operations
|
$
0.03
|
|
$
0.03
|
|
$
0.03
|
|
$
0.17
|
|
$
0.26
|
Diluted weighted
average shares outstanding
|
132,812
|
|
132,029
|
|
130,079
|
|
132,231
|
|
131,243
|
Schedule F: Non-GAAP
Reconciliation of Adjusted EBITDA (Unaudited)
|
|
Three Months Ended
December 31, 2024
|
|
Completion
Fluids &
Products
|
|
Water &
Flowback
Services
|
|
Corporate
SG&A
|
|
Other and
Eliminations
|
|
Total
|
|
(in thousands, except
percents)
|
Revenues
|
$
68,869
|
|
$
65,635
|
|
$
—
|
|
$
—
|
|
$
134,504
|
Net income (loss)
before taxes and
discontinued
operations
|
17,331
|
|
2,149
|
|
(12,529)
|
|
441
|
|
7,392
|
Completion fluids
buy-back allowance adjustment
|
(1,776)
|
|
—
|
|
—
|
|
—
|
|
(1,776)
|
Former CEO stock
appreciation right expense
|
—
|
|
—
|
|
103
|
|
—
|
|
103
|
Transaction,
restructuring and other expenses
|
56
|
|
146
|
|
650
|
|
—
|
|
852
|
Interest (income)
expense, net
|
633
|
|
(75)
|
|
—
|
|
4,674
|
|
5,232
|
Depreciation,
amortization, and accretion
|
2,569
|
|
6,686
|
|
—
|
|
99
|
|
9,354
|
Equity-based
compensation expense
|
—
|
|
—
|
|
1,668
|
|
—
|
|
1,668
|
Adjusted
EBITDA
|
$
18,813
|
|
$
8,906
|
|
$
(10,108)
|
|
$
5,214
|
|
$
22,825
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a %
of revenue
|
27.3 %
|
|
13.6 %
|
|
|
|
|
|
17.0 %
|
|
Three Months Ended
September 30, 2024
|
|
Completion
Fluids &
Products
|
|
Water &
Flowback
Services
|
|
Corporate
SG&A
|
|
Other and
Eliminations
|
|
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 expense
|
—
|
|
—
|
|
(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
December 31, 2023
|
|
Completion
Fluids &
Products
|
|
Water &
Flowback
Services
|
|
Corporate
SG&A
|
|
Other and
Eliminations
|
|
Total
|
|
(in thousands, except
percents)
|
Revenues
|
$
72,556
|
|
$
80,570
|
|
$
—
|
|
$
—
|
|
$
153,126
|
Net income (loss)
before taxes and
discontinued
operations
|
10,984
|
|
2,855
|
|
(11,929)
|
|
(5,541)
|
|
(3,631)
|
Impairments and other
charges
|
2,189
|
|
—
|
|
—
|
|
—
|
|
2,189
|
Exploration and,
pre-development costs and collaborative arrangements
|
2,684
|
|
—
|
|
—
|
|
—
|
|
2,684
|
Adjustment to
long-term incentives
|
—
|
|
—
|
|
281
|
|
—
|
|
281
|
Former CEO stock
appreciation right expense
|
—
|
|
—
|
|
(789)
|
|
—
|
|
(789)
|
Transaction,
restructuring and other expenses
|
3
|
|
—
|
|
255
|
|
—
|
|
258
|
Unusual foreign
exchange loss
|
—
|
|
2,444
|
|
—
|
|
—
|
|
2,444
|
Interest (income)
expense, net
|
(47)
|
|
(38)
|
|
—
|
|
5,762
|
|
5,677
|
Depreciation,
amortization, and accretion
|
2,508
|
|
6,019
|
|
—
|
|
96
|
|
8,623
|
Equity-based
compensation expense
|
—
|
|
—
|
|
6,406
|
|
—
|
|
6,406
|
Adjusted
EBITDA
|
$
18,321
|
|
$
11,280
|
|
$
(5,776)
|
|
$
317
|
|
$
24,142
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as a %
of revenue
|
25.3 %
|
|
14.0 %
|
|
|
|
|
|
15.8 %
|
|
Year Ended December
31, 2024
|
|
Completion
Fluids &
Products
|
|
Water &
Flowback
Services
|
|
Corporate
SG&A
|
|
Other and
Eliminations
|
|
Total
|
|
(in thousands, except
percents)
|
Revenue
|
$
311,301
|
|
$
287,810
|
|
$
—
|
|
$
—
|
|
$
599,111
|
Net income (loss)
before taxes and discontinued operations
|
82,895
|
|
10,700
|
|
(45,099)
|
|
(19,754)
|
|
28,742
|
Completion fluids
buy-back allowance adjustment
|
(1,776)
|
|
—
|
|
—
|
|
—
|
|
(1,776)
|
Impairments and other
charges
|
—
|
|
—
|
|
—
|
|
109
|
|
109
|
Former CEO stock
appreciation right expense
|
—
|
|
—
|
|
(701)
|
|
—
|
|
(701)
|
Transaction,
restructuring and other expenses
|
(26)
|
|
349
|
|
1,026
|
|
—
|
|
1,349
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
—
|
|
5,535
|
|
5,535
|
Unusual foreign
exchange (gain) loss
|
—
|
|
1,387
|
|
—
|
|
—
|
|
1,387
|
Interest (income)
expense, net
|
(713)
|
|
64
|
|
—
|
|
23,114
|
|
22,465
|
Depreciation,
amortization, and accretion
|
9,733
|
|
25,631
|
|
—
|
|
357
|
|
35,721
|
Equity-based
compensation expense
|
—
|
|
—
|
|
6,572
|
|
—
|
|
6,572
|
Adjusted
EBITDA
|
$
90,113
|
|
$
38,131
|
|
$
(38,202)
|
|
$
9,361
|
|
$
99,403
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA as % of
revenue
|
28.9 %
|
|
13.2 %
|
|
|
|
|
|
16.6 %
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December
31, 2023
|
|
Completion
Fluids &
Products
|
|
Water &
Flowback
Services
|
|
Corporate
SG&A
|
|
Other and
Eliminations
|
|
Total
|
|
(in thousands, except
percents)
|
Revenue
|
$
313,030
|
|
$
313,232
|
|
$
—
|
|
$
—
|
|
$
626,262
|
Net income (loss)
before taxes and discontinued operations
|
78,314
|
|
25,724
|
|
(49,135)
|
|
(23,204)
|
|
$
31,699
|
Insurance
recoveries
|
(2,678)
|
|
—
|
|
—
|
|
—
|
|
(2,678)
|
Impairments and other
charges
|
2,189
|
|
—
|
|
777
|
|
—
|
|
2,966
|
Exploration,
pre-development costs
|
2,838
|
|
—
|
|
—
|
|
—
|
|
2,838
|
Adjustments to
long-term incentives
|
—
|
|
—
|
|
1,526
|
|
—
|
|
1,526
|
Former CEO stock
appreciation right expense
|
—
|
|
—
|
|
237
|
|
—
|
|
237
|
Transaction,
restructuring and other expenses
|
—
|
|
—
|
|
502
|
|
—
|
|
502
|
Unusual foreign
exchange (gain) loss
|
—
|
|
2,444
|
|
—
|
|
—
|
|
2,444
|
Interest (income)
expense, net
|
(647)
|
|
205
|
|
—
|
|
22,791
|
|
22,349
|
Depreciation,
amortization, and accretion
|
9,053
|
|
24,876
|
|
—
|
|
400
|
|
34,329
|
Equity-based
compensation expense
|
—
|
|
—
|
|
10,622
|
|
—
|
|
10,622
|
Adjusted
EBITDA
|
$
89,069
|
|
$
53,249
|
|
$
(35,471)
|
|
$
(13)
|
|
$
106,834
|
Adjusted EBITDA as % of
revenue
|
28.5 %
|
|
17.0 %
|
|
|
|
|
|
17.1 %
|
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.
|
|
December 31,
2024
|
|
December 31,
2023
|
|
(in
thousands)
|
Unrestricted
Cash
|
$
36,987
|
|
$
52,485
|
|
|
|
|
Term Credit
Agreement
|
179,696
|
|
157,505
|
Net debt
|
$
142,709
|
|
$
105,020
|
Schedule H: Non-GAAP Reconciliation
to Total Adjusted Free Cash Flow From Continuing Operations
(Unaudited)
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December 31,
2024
|
|
September 30,
2024
|
|
December 31,
2023
|
|
December 31,
2024
|
|
December 31,
2023
|
|
(in
thousands)
|
Net cash provided by
operating activities
|
$
5,635
|
|
$
19,870
|
|
$
18,875
|
|
$
36,520
|
|
$
70,206
|
Capital expenditures,
net of proceeds from asset sales
|
(14,627)
|
|
(12,289)
|
|
(1,909)
|
|
(57,763)
|
|
(31,491)
|
Payments on financing
lease obligations
|
(384)
|
|
(414)
|
|
(845)
|
|
(1,438)
|
|
(1,682)
|
Purchases of
investments
|
—
|
|
(1,021)
|
|
—
|
|
(1,021)
|
|
(350)
|
Distributions from
investments
|
52
|
|
185
|
|
52
|
|
462
|
|
209
|
Proceeds from sale of
investment
|
—
|
|
—
|
|
3,900
|
|
—
|
|
3,900
|
Total Adjusted Free
Cash Flow
|
$
(9,324)
|
|
$
6,331
|
|
$
20,073
|
|
$
(23,240)
|
|
$
40,792
|
|
|
|
|
|
|
|
|
|
|
Total Adjusted Free
Cash Flow
|
$
(9,324)
|
|
$
6,331
|
|
$
20,073
|
|
$
(23,240)
|
|
$
40,792
|
Less Investments in
Arkansas
|
$
220
|
|
$
(8,659)
|
|
$
(1,972)
|
|
$
(22,371)
|
|
$
(4,792)
|
Base Business Adjusted
Free Cash Flow
|
$
(9,544)
|
|
$
14,990
|
|
$
22,045
|
|
$
(869)
|
|
$
45,584
|
Schedule I: Non-GAAP
Reconciliation to Net Leverage Ratio (Unaudited)
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December 31,
2024
|
|
September 30,
2024
|
|
June 30,
2024
|
|
March 31,
2024
|
|
December 31,
2024
|
|
(in
thousands)
|
Net income (loss)
before taxes and
discontinued
operations
|
$
7,392
|
|
$
7,576
|
|
$
12,479
|
|
$
1,295
|
|
$
28,742
|
Completion fluids
buy-back allowance adjustment
|
(1,776)
|
|
—
|
|
—
|
|
—
|
|
(1,776)
|
Impairments and other
charges
|
—
|
|
109
|
|
—
|
|
—
|
|
109
|
Former CEO stock
appreciation right expense
|
103
|
|
(190)
|
|
(428)
|
|
(186)
|
|
(701)
|
Transaction,
restructuring and other expenses
|
852
|
|
592
|
|
37
|
|
(135)
|
|
1,346
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
—
|
|
5,535
|
|
5,535
|
Unusual foreign
exchange loss
|
—
|
|
—
|
|
1,387
|
|
—
|
|
1,387
|
Interest (income)
expense, net
|
5,232
|
|
5,096
|
|
6,185
|
|
5,952
|
|
22,465
|
Depreciation,
amortization, and accretion
|
9,354
|
|
8,837
|
|
8,774
|
|
8,756
|
|
35,721
|
Equity-based
compensation expense
|
1,668
|
|
1,481
|
|
1,800
|
|
1,623
|
|
6,572
|
Non-cash (gain) loss
on investments
|
(5,013)
|
|
(750)
|
|
(46)
|
|
(2,795)
|
|
(8,604)
|
(Gain) loss on sale of
assets
|
(196)
|
|
(75)
|
|
(38)
|
|
(29)
|
|
(338)
|
Other debt covenant
adjustments
|
384
|
|
362
|
|
275
|
|
28
|
|
1,049
|
Debt covenant
adjusted EBITDA
|
$
18,000
|
|
$
23,038
|
|
$
30,425
|
|
$
20,044
|
|
$
91,507
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2024
|
|
|
|
|
|
|
|
|
|
(in thousands,
except ratio)
|
Term credit
agreement
|
|
|
|
|
|
|
|
|
$
190,000
|
Capital lease
obligations
|
|
|
|
|
|
|
|
|
7,793
|
Other
obligations
|
|
|
|
|
|
|
|
|
1,280
|
ABL letters of credit
and guarantees
|
|
|
|
|
|
|
|
|
175
|
Total debt and
commitments
|
|
|
|
|
|
|
|
|
199,248
|
Unrestricted
cash
|
|
|
|
|
|
|
|
|
36,987
|
Net debt and
commitments
|
|
|
|
|
|
|
|
|
$
162,261
|
Net leverage
ratio
|
|
|
|
|
|
|
|
|
1.77
|
Schedule J: Non-GAAP
Reconciliation to Return on Net Capital Employed
(Unaudited)
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
December 31,
2024
|
|
September 30,
2024
|
|
June 30,
2024
|
|
March 31,
2024
|
|
December 31,
2024
|
|
(in
thousands)
|
Net income (loss)
before taxes and
discontinued
operations
|
$
7,392
|
|
$
7,576
|
|
$
12,479
|
|
$
1,295
|
|
$
28,742
|
Completion fluids
buy-back allowance adjustment
|
(1,776)
|
|
—
|
|
—
|
|
—
|
|
(1,776)
|
Impairments and other
charges
|
—
|
|
109
|
|
—
|
|
—
|
|
109
|
Former CEO stock
appreciation right expense (credit)
|
103
|
|
(190)
|
|
(428)
|
|
(186)
|
|
(701)
|
Transaction,
restructuring and other expenses
|
852
|
|
592
|
|
37
|
|
(135)
|
|
1,346
|
Loss on debt
extinguishment
|
—
|
|
—
|
|
—
|
|
5,535
|
|
5,535
|
Unusual foreign
exchange loss
|
—
|
|
—
|
|
1,387
|
|
—
|
|
1,387
|
Interest expense,
net
|
5,232
|
|
5,096
|
|
6,185
|
|
5,952
|
|
22,465
|
Adjusted
EBIT
|
$
11,803
|
|
$
13,183
|
|
$
19,660
|
|
$
12,461
|
|
$
57,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2024
|
|
December 31,
2023
|
|
|
|
|
|
|
|
(in thousands, except
ratio)
|
Consolidated total
assets
|
|
|
|
|
|
|
$ 605,195
|
|
$
478,961
|
Plus: assets impaired
in last twelve months
|
|
|
|
|
|
|
109
|
|
2,966
|
Less: cash, cash
equivalents and restricted cash
|
|
|
|
|
|
|
37,208
|
|
52,485
|
Adjusted assets
employed
|
|
|
|
|
|
|
$
568,096
|
|
$
429,442
|
|
|
|
|
|
|
|
|
|
|
Consolidated current
liabilities
|
|
|
|
|
|
|
$ 123,349
|
|
$
125,962
|
Less: current
liabilities associated with discontinued operations
|
|
|
|
|
|
|
5,830
|
|
—
|
Adjusted current
liabilities
|
|
|
|
|
|
|
$
117,519
|
|
$
125,962
|
|
|
|
|
|
|
|
|
|
|
Net capital
employed
|
|
|
|
|
|
|
$ 450,577
|
|
$
303,480
|
Average net capital
employed
|
|
|
|
|
|
|
$
377,029
|
|
|
Return on net
capital employed for the
twelve months ended
December 31, 2024
|
|
|
|
|
|
15.1 %
|
|
|
Schedule K: Non-GAAP
Reconciliation of Adjusted EBITDA for Projected First Half 2025 and
Actual First Half 2024
|
|
Six Months
Ended
|
|
June 30,
2024
|
|
June 30,
2025
|
(in
thousands)
|
Actual
|
|
Projected Range - Low
to High
|
Revenue
|
$
322,907
|
|
$
325,000
|
$
355,000
|
Net income before
taxes and
discontinued
operations
|
13,774
|
|
19,000
|
34,000
|
Former CEO stock
appreciation right expense
|
(614)
|
|
—
|
—
|
Transaction,
restructuring and other expenses
|
(98)
|
|
—
|
—
|
Loss on debt
extinguishment
|
5,535
|
|
—
|
—
|
Unusual foreign
exchange loss
|
1,387
|
|
—
|
—
|
Interest (income)
expense, net
|
12,137
|
|
11,000
|
9,000
|
Depreciation,
amortization, and accretion
|
17,530
|
|
21,000
|
19,000
|
Equity-based
compensation expense
|
3,423
|
|
4,000
|
3,000
|
Adjusted
EBITDA
|
$
53,074
|
|
$
55,000
|
$
65,000
|
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SOURCE TETRA Technologies, Inc.