-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EIbUn1sQ+zw2REOP83t4jHu2R/QqRExk/b4gJvlMloa3MR+57YqqVL+u7H7ToU7n JhAxGoBkwH/XFMvx4lZJiw== 0000844965-08-000014.txt : 20080226 0000844965-08-000014.hdr.sgml : 20080226 20080226092807 ACCESSION NUMBER: 0000844965-08-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080226 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080226 DATE AS OF CHANGE: 20080226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TETRA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000844965 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 742148293 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13455 FILM NUMBER: 08641483 BUSINESS ADDRESS: STREET 1: 25025 I-45N CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813671983 MAIL ADDRESS: STREET 1: 25025 I-45 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 8-K 1 tti8k4qearn22608.htm FORM 8-K TETRA Feb 26 8-K

 


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): February 26, 2008

 

 

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
1-13455
74-2148293
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

 

25025 Interstate 45 North, Suite 600

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))

 


Item 2.02. Results of Operations and Financial Condition.

On February 26, 2008, TETRA Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter of 2007, and for the fiscal year ended December 31, 2007. 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 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.

Use of Non-GAAP Financial Information

The Company provides quarterly and annual financial statements that are prepared in accordance with generally accepted accounting principles, or “GAAP.” To help understand the Company’s past financial performance and future results, the Company has supplemented its financial results that it provides in accordance with GAAP included in the press release with non-GAAP financial measures. The method the Company uses to produce these non-GAAP financial measures may differ from the methods used by other companies. The Company’s reference to these non-GAAP financial measures should be considered in addition to results that are prepared under GAAP but should not be considered as a substitute for, or superior to, the financial results that are presented as consistent with GAAP. The Company’s management uses the supplemental non-GAAP financial information internally to understand, manage and evaluate the company’s business, to make operating decisions and for planning and forecasting purposes. Reconciliation to the nearest GAAP financial measures of the non-GAAP financial measures 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 February 26, 2008, issued by TETRA Technologies, Inc.

 

 

Page 1


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/Geoffrey M. Hertel

Geoffrey M. Hertel

President & Chief Executive Officer

Date: February 26, 2008

 

 

 

Page 2


EXHIBIT INDEX

 

Exhibit Number
Description

99.1

 

Press Release, dated February 26, 2008, issued by TETRA Technologies, Inc.

 

 

Page 3


 

 

 

EX-99 2 exhibit991.htm EXHIBIT 99.1 Exhibit 99.1

 

Exhibit 99.1

For Immediate Release

TETRA TECHNOLOGIES, INC.

REPORTS FOURTH QUARTER 2007 RESULTS

AND UPDATES 2008 OPERATIONS

February 26, 2008 (The Woodlands, Texas), TETRA Technologies, Inc. (TETRA or the Company) (NYSE:TTI) today announced fourth quarter 2007 results of a net loss of $0.25 per share versus net income of $0.32 per share in the fourth quarter of 2006. Consolidated income before discontinued operations was a net loss of $0.60 per share for the fourth quarter of 2007, as compared to income before discontinued operations of $0.32 per share in the fourth quarter of 2006. The fourth quarter of 2007 included a number of unusual items, particularly those associated with the decision to sue our insurance carriers regarding reimbursement of costs incurred or to be incurred by Maritech arising from the hurricanes of 2005. Excluding certain discontinued items, the unusual adjustments aggregated pre-tax $94.1 million in the quarter. The pre-tax gain on the sale of our TETRA Process Services business unit was $40.73 million and it is included in our discontinued operations. Without those unusual items and certain discontinued operations, TETRA had adjusted net income of $0.23 per share in the fourth quarter of 2007.

GAAP net income per share is reconciled to the non-GAAP measure “adjusted net income per share” for the fourth quarter and year 2007 in the accompanying financial table which is included in this press release. All per share amounts reflected in this release are fully diluted.

Consolidated revenues for the quarter ended December 31, 2007 were $245,975,000 versus the $205,646,000 reported in the fourth quarter of 2006. Total gross profit was a negative $37,338,000 in the fourth quarter of 2007 versus a positive $62,851,000 in the fourth quarter of 2006. Income before discontinued operations was a negative $44,338,000 in the fourth quarter of 2007 and a positive $23,797,000 in the comparable period of 2006. Net income was a loss of $18,623,000 in 2007’s fourth quarter versus earnings of $23,706,000 in the fourth quarter of 2006.

Consolidated results per share from continuing operations for the fourth quarter of 2007 were a net loss of $0.60 with 74,084,000 weighted average diluted common shares outstanding versus earnings of $0.32 with 74,950,000 weighted average diluted common shares outstanding in the fourth quarter of 2006.

Divisional pretax earnings (loss) from continuing operations in the fourth quarter of 2007 versus the fourth quarter of 2006 were: Fluids Division – ($7,634,000) in 4Q 2007 and $13,444,000 in 4Q 2006; Well Abandonment & Decommissioning Services (WA&D Services) – $7,037,000 in 4Q 2007 and $13,947,000 in 4Q 2006; Maritech – ($71,172,000) in 4Q 2007 and $13,963,000 in 4Q 2006; and, Production Enhancement Division – $15,130,000 in 4Q 2007 and $9,769,000 in 4Q 2006.

 


Financial data aggregating full year 2007, comparable data for 2006 and data relating to net income, as well as discontinued operations, are available in the accompanying financial table in this press release.

Geoffrey M. Hertel, President and Chief Executive Officer, stated, “The financial results of the fourth quarter of 2007 were dramatically affected by a number of unusual items. All of the significant items were previously discussed in our January 14, 2008 press release. The largest items affected Maritech and were to a great degree related to damages to offshore properties incurred during the two major hurricanes of 2005. While we believe we will ultimately recover from our insurers the costs associated with the hurricane damage to Maritech properties, we thought it prudent to file a lawsuit against these insurers to stimulate a final resolution of this matter. One result of this action was to require us to write-off insurance receivables and ultimately impair property values due to the necessity of increasing our net Asset Retirement Obligations (AROs) above our property values (from the presumed lack of insurance recoveries, due to the suit). Our January 14, 2008 press release estimated the costs of impairments, ARO increased write-offs, and insurance receivable write-offs were approximately $75 to $80 million. We have now determined the amount of the combined write-offs to be $77.726 million. During the fourth quarter, TETRA also incurred a charge for a contract termination to be paid by our Fluids Division (discussed in the January 14, 2008 press release). This contract termination eliminated the necessity of additional purchases of higher cost bromide products during 2008 and possibly thereafter. As a result of this termination, we will be able to benefit from the previously disclosed supply agreement which we have entered into with Chemtura, as soon as we can sell our existing higher cost inventories. The accrued cost of this termination fee was $9.25 million. Also in the fourth quarter, we sold our TETRA Process Services subsidiary for a pretax profit of $40.73 million. This sale necessitated an adjustment to earnings from continuing operations for both the quarter and year to place the results from the divested operations in discontinued operations. These adjustments reduced our earnings from continuing operations.

“When we consider the unusual items from the fourth quarter, a number of positive factors emerge. Our WA&D Services business showed good operational improvement, with a relatively strong financial result in what has historically been a seasonally weak quarter. Fluids showed a modest improvement over third quarter results. In addition, our Production Enhancement Division reported record earnings in the quarter.

“Looking toward 2008, we are reiterating our previous earnings guidance of $1.30 to $1.55 per diluted share. We also need to reinforce that those earnings are estimated to be distributed thusly: quarter one, 13% of the annual total; quarter two, 26% of the annual total; quarter three, 32% of the annual total; and, quarter four, 29% of the annual total. Two main factors help to determine the distribution of profits throughout the year. The first factor is the strong seasonality experienced in our WA&D Services business, with the second and third quarters delivering much of the annual profits. Secondly, some of our businesses are growth oriented and tend to improve sequentially throughout the year.

“Looking at our preliminary financial results for January, our overall 2008 earnings guidance appears to be on track. Our Fluids and Testing businesses

Page 2


performed above expectations, while our WA&D Services business was below expectations. The WA&D Services shortfall had nothing to do with the operational issues experienced in 2007, but related only to the poor weather conditions in the Gulf which hampered utilization. This work is postponed, not removed from our backlog. We believe we can accomplish all of this work in 2008 when weather permits; therefore, we have not modified our annual earnings expectation for this business unit.

“We continue to believe that Maritech will show significant production growth during the year. In the fourth quarter of 2007, Maritech averaged a little less than 60 MMCFE/D of production (oil converted to gas at a 6 to 1 ratio). With its recent acquisitions and new exploitation opportunities, these volumes are expected to start growing by the end of the second quarter. Due to this expectation, Maritech increased its natural gas hedge for February through December of 2008 by 10,000 MMBTU/D on January 3, 2008 (as reported in our January 14, 2008 press release). Since that release, Maritech has hedged the following additional natural gas volumes: 10,000 MMBTU/D for calendar 2009 on January 31 at $8.42/MMBTU; 5,000 MMBTU/D for March 1, 2008 through December 31, 2008 on February 12 at $8.79/MMBTU; and 5,000 MMBTU/D for calendar 2009 on February 12 at $8.75/MMBTU. The hedges reflect our expectations regarding Maritech’s increasing future production volumes.

“As we entered 2007, we knew that we had an approximate $50 million pretax profit hole versus 2006 results to overcome ($30 million related to Fluids and $20 million from lower prices on hedged natural gas volumes). Because of this, we became overly aggressive in trying to expand our other operations to offset this $50 million. This aggressiveness caused additional problems, as has been well documented and previously disclosed. Entering 2008, we do not face a $50 million headwind. In fact, the same items that caused our ‘hole’ in 2007 will act as a modest tailwind in 2008. This means that we should again begin to reflect growth in many of our businesses in 2008. However, that only tells part of the story, as many of our capital expenditures in 2006 through 2009 will only partially be reflected in 2008 results. Substantial additional earnings should be generated from these expenditures in 2009 and 2010. With this growth, strong markets and dedicated employees, we are confident in the present and optimistic regarding TETRA’s future,” concluded Hertel.

About TETRA Technologies, Inc.

TETRA is an oil and gas services company, including an integrated calcium chloride and brominated products manufacturing operation that supplies feedstocks to energy markets, as well as other markets.

Non-GAAP Financial Measures

This press release presents financial measures not derived in accordance with generally accepted accounting principles, or “GAAP.” The Company uses non-GAAP measures of financial performance including adjusted net income per share and adjusted income before taxes. In addition, the financial tables also include financial measures for the Company’s segments which are considered non-GAAP financial measures. These non-GAAP financial measures exclude the effects of write-offs of

Page 3


insurance receivables, increases in net Asset Retirement Obligations, contract termination costs and other items identified in the attached reconciliation which TETRA believes to be unusual and not indicative of its operating performance. The method used to produce these non-GAAP financial measures may differ from the methods used by other companies and so may not be comparable to similarly titled measures. Management uses these non-GAAP financial measures internally to understand, manage, and evaluate the Company’s business, to make operating decisions, and for planning and forecasting purposes. These non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Management believes it is useful for itself and investors to review, as applicable, both GAAP financial measures that include the impact of these items and the non-GAAP financial measures that exclude such items. A reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measure is included in the accompanying financial tables.

Forward Looking Statement

This press release includes certain statements that are deemed to be forward-looking statements. These 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 performance 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 “Certain Business Risks” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, 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.

Contact:

TETRA Technologies, Inc., The Woodlands, Texas

Geoffrey M. Hertel, 281/367-1983

Fax: 281/364-4346

www.tetratec.com

 

Page 4


 

 

Three Months Ended

Twelve Months Ended

 
 

December 31,

December 31,

 
 

2007

2006

2007

2006

 
 

(In Thousands, Except Per Share Amounts)

 

Revenues

Fluids Division

$

67,627

$

63,434

$

282,074

$

244,549

WA&D Division

WA&D Services

78,947

96,704

341,082

298,185

Maritech

56,305

49,769

214,154

167,808

Intersegment eliminations

(5,870

)

(39,200

)

(29,057

)

(73,859

)

WA&D Division total

129,382

107,273

526,179

392,134

Production Enhancement Division

49,836

35,175

176,684

131,849

Eliminations and other

(870

)

(236

)

(2,454

)

(737

)

Total revenues

245,975

205,646

982,483

767,795

 

Gross profit

Fluids Division

(592

)

20,534

38,620

85,712

WA&D Division

WA&D Services

11,148

17,630

49,110

64,088

Maritech

(69,598

)

15,002

(45,631

)

59,527

Intersegment eliminations

2,248

(3,153

)

6,225

(7,865

)

WA&D Division total

(56,202

)

29,479

9,704

115,750

Production Enhancement Division

20,152

13,178

69,498

52,513

Eliminations and other

(696

)

(340

)

(1,439

)

(1,171

)

Total gross profit

(37,338

)

62,851

116,383

252,804

 

General and administrative expense

25,474

23,848

99,871

92,004

Operating income

(62,812

)

39,003

16,512

160,800

 

Interest expense, net

4,640

4,072

17,155

13,289

Other expense (income)

362

(1,038

)

(2,805

)

(4,858

)

**Income before taxes and discontinued operations (A)

(67,814

)

35,969

2,162

152,369

 

Provision for income taxes

(23,476

)

12,172

941

52,489

Income before discontinued operations

(44,338

)

23,797

1,221

99,880

 

Discontinued operations:

Income (loss) from discontinued operations, net of taxes (A)

25,715

(91

)

27,550

1,998

 

Net income

$

(18,623

)

$

23,706

$

28,771

$

101,878

 

**Income before taxes and discontinued operations

 

 

 

 

 

 

 

 

Fluids Division

(7,634

)

13,444

10,897

60,939

 

WA&D Division

 

WA&D Services

7,037

13,947

33,496

51,007

 

Maritech

(71,172

)

13,963

(49,815

)

55,105

 

Intersegment eliminations

2,248

(3,153

)

6,225

(7,865

)

WA&D Division total

(61,887

)

24,757

(10,094

)

98,247

 

Production Enhancement Division

15,130

9,769

52,302

39,141

 

Corporate overhead (includes interest)

(13,423

)

(12,001

)

(50,943

)

(45,958

)

Total

(67,814

)

35,969

 

2,162

 

152,369

 

Page 5


 

 

Three Months Ended

Twelve Months Ended

 
 

December 31,

December 31,

 
 

2007

2006

2007

2006

 
 

(In Thousands, Except Per Share Amounts)

 

Basic per share information:

Income before discontinued operations

$

(0.60

)

$

0.33

$

0.02

$

1.39

Income (loss) from discontinued operations

0.35

(0.00

)

0.37

0.03

Net income

$

(0.25

)

$

0.33

$

0.39

$

1.42

 

Weighted average shares outstanding

74,084

71,848

73,573

71,631

 

Diluted per share information:

Income before discontinued operations

$

(0.60

)

$

0.32

$

0.02

$

1.33

Income (loss) from discontinued operations

0.35

(0.00

)

0.36

0.03

Net income

$

(0.25

)

$

0.32

$

0.38

$

1.36

 

Weighted average shares outstanding

74,084

74,950

75,921

 

74,824

 

Depreciation, depletion and amortization (B)

$

102,903

$

25,206

$

201,624

$

84,336

(A) Information presented for each period reflects TETRA’s Process Services, Venezuelan fluids and testing operations as discontinued operations.

(B) DD&A information for 2007 includes oil and gas dry hole costs and property impairments under successful efforts accounting.

 

Balance Sheet

 

December 31, 2007

December 31, 2006

 
   

(In Thousands)

 

Cash

 

$

26,051

$

6,117

 

Accounts receivable, net

 

215,284

240,904

 

Inventories

 

118,502

117,986

 

Other current assets

 

63,654

59,323

 

PP&E, net

 

696,391

494,599

 

Other assets

 

175,654

167,261

 

Total assets

 

$

1,295,536

$

1,086,190

 

 

 

 

Current liabilities

 

$

242,050

$

161,758

 

Long-term debt

 

358,024

336,381

 

Other long-term liabilities

 

247,543

167,671

 

Equity

 

447,919

420,380

 

Total liabilities and equity

 

$

1,295,536

$

1,086,190

 

 

 

Page 6


Reconciliation of GAAP Net Income per Diluted Share to Non-GAAP Adjusted Net Income per Diluted Share

 

Three Months Ended

Twelve Months Ended

 
 

December 31,

December 31,

 
 

2007

2006

2007

2006

 
 

(In Thousands, Except Per Share Amounts)

 

GAAP net income (loss)

$

(18,623

)

$

23,706

$

28,771

$

101,878

Non-GAAP adjustments:

Gain on disposal of discontinued operations, pre-tax

(40,732

)

(40,732

)

Loss from prior year discontinued operations

470

1,004

169

988

Maritech impairments (C)

77,726

3,755

97,731

7,160

Seismic costs

1,132

 

1,174

Other insurance receivable write-off

2,800

3,570

Vessel costs and other

1,814

13,597

Fluids contract termination

9,250

9,250

Mid-continent weather event

950

950

Income tax effect of non-GAAP adjustments

(17,611

)

(1,548

)

(29,243

)

(2,646

)

Non-GAAP adjusted net income

$

17,176

$

26,917

$

85,237

$

107,380

 

GAAP net income (loss) per diluted share

$

(0.25

)

$

0.32

$

0.38

$

1.36

Non-GAAP adjustments:

Gain on disposal of discontinued operations, pre-tax

(0.54

)

(0.54

)

Loss from prior year discontinued operations

0.01

0.01

0.00

0.01

Maritech impairments (C)

1.03

0.05

1.29

0.10

Seismic costs

0.02

0.02

Other insurance receivable write-off

0.04

0.05

Vessel costs and other

0.02

0.18

Fluids contract termination

0.12

0.12

Mid-continent weather event

0.01

0.01

Income tax effect of non-GAAP adjustments

(0.23

)

(0.02

)

(0.39

)

(0.03

)

Non-GAAP adjusted net income per diluted share

$

0.23

$

0.36

$

1.12

$

1.44

 

Shares used in calculating non-GAAP diluted earnings per share (D)

75,812

74,950

75,921

74,824

(C) Primarily includes write-off of storm repair receivables, ARO adjustments and oil and gas property impairments.

(D) Fully diluted shares for the three month period ending 12/31/2007 includes 1,728 of anti-dilutive common stock equivalents that were excluded from the reported GAAP net loss per share.

 

Page 7


Reconciliation of GAAP Income Before Taxes to Non-GAAP Adjusted Income Before Taxes for Certain Segments

 

Three Months Ended

Twelve Months Ended

 
 

December 31,

December 31,

 
 

2007

2006

2007

2006

 
 

(In Thousands)

 

Maritech:

GAAP income before taxes

$

(71,172

)

$

13,963

$

(49,815

)

$

55,105

Impairments (C)

77,726

3,755

97,731

7,160

Seismic costs

1,132

1,174

Non-GAAP adjusted income before taxes

7,686

17,718

49,090

62,265

 

WA&D Services:

GAAP income before taxes

7,037

13,947

33,496

51,007

Insurance receivable write-off

1,200

1,970

Vessel costs and other

1,814

13,597

Non-GAAP adjusted income before taxes

10,051

13,947

49,063

51,007

 

Fluids Division:

GAAP income before taxes

(7,634

)

13,444

10,897

60,939

Contract termination

9,250

9,250

Insurance receivable write-off

1,600

1,600

Mid-continent weather event

950

950

Non-GAAP adjusted income before taxes

4,166

13,444

22,697

60,939

 

Loss before taxes from prior year discontinued operations

470

1,004

169

988

 

Total pre-tax non-GAAP adjustments, excluding gain on sale of discontinued operations

$

94,142

$

4,759

$

126,441

$

8,148

(C) Primarily includes write-off of storm repair receivables, ARO adjustments and oil and gas property impairments.

 

###

Page 8


-----END PRIVACY-ENHANCED MESSAGE-----