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 28, 2013
TETRA Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
1-13455 |
74-2148293 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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of incorporation) |
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Identification No.) |
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24955 Interstate 45 North |
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The Woodlands, Texas 77380 |
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(Address of Principal Executive Offices and Zip Code) |
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Registrant’s telephone number, including area code: (281) 367-1983 |
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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))
On February 28, 2013, TETRA Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year 2012. 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, 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 the financial results that it provides in accordance with GAAP included in the press release with disclosures concerning revenues excluding the Company’s Maritech segment, gross profit excluding the Company’s Maritech segment, income before taxes excluding oil and gas derivative ineffectiveness, the Company’s Maritech segment and net special charges, diluted per share information excluding oil and gas derivative ineffectiveness, the Company’s Maritech segment and net special charges, and net debt, each of which is a non-GAAP financial measure. The methods the Company uses to produce these non-GAAP financial measures may differ from the methods used by other companies. Revenues excluding the Company’s Maritech segment, gross profit excluding the Company’s Maritech segment, income before taxes excluding oil and gas derivative ineffectiveness, the Company’s Maritech segment and net special charges, diluted per share information excluding oil and gas derivative ineffectiveness, the Company’s Maritech segment and net special charges, and net debt are not measures of financial performance under GAAP and the Company’s reference to these non-GAAP financial measures should be considered in addition to results that are prepared under GAAP and should not be considered substitutes for the financial results that are presented as consistent with GAAP. The Company’s management uses this 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 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.
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Exhibit Number |
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Description |
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99.1 |
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Press Release, dated February 28, 2013, issued by TETRA Technologies, Inc. |
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.
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TETRA Technologies, Inc.
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By: |
/s/Stuart M. Brightman |
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Stuart M. Brightman |
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President & Chief Executive Officer |
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Date: February 28, 2013 |
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Exhibit Number |
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Description |
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99.1 |
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Press Release, dated February 28, 2013, issued by TETRA Technologies, Inc. |
TETRA TECHNOLOGIES, INC.
ANNOUNCES FOURTH QUARTER AND FULL YEAR 2012 RESULTS
The Woodlands, Texas (February 28, 2013) – TETRA Technologies, Inc. (TETRA or the Company) (NYSE:TTI) today announced fourth quarter 2012 net income (loss) from continuing operations attributable to TETRA stockholders of $(0.05) per fully diluted share compared to $(0.33) per fully diluted share reported in the fourth quarter of 2011. Such results for the fourth quarter of 2012 include $(6.2) million of net pretax special charges and a pretax loss by the Maritech segment of $(22.9) million that aggregate to approximately $(0.26) per share after tax, compared to pretax special charges of $(1.2) million and a pretax loss by the Maritech segment of $(44.7) million that aggregated to approximately $(0.39) per share after tax in the fourth quarter of 2011.
Highlights of the 2012 fourth quarter and current outlook include:
• adjusted fourth quarter 2012 earnings per fully diluted share attributable to TETRA stockholders of $0.21 (excluding Maritech’s loss and special charges totaling $(0.26) per share) exceeded the estimated range provided on February 1, 2013;
• significantly improved the Company’s balance sheet by generating $87.1 million of cash during the fourth quarter of 2012 from the sale of certain assets and accounts receivable improvements; and
• reconfirming first quarter 2013 earnings expectations of $0.09 to $0.12 per fully diluted share excluding Maritech.
Consolidated revenues for the quarter ended December 31, 2012 were $231.1 million, an increase of 24% over the $186.2 million reported in the fourth quarter of 2011. Total gross profit was $32.5 million in the fourth quarter of 2012 versus a loss of $(7.3) million in the fourth quarter of 2011. Net income (loss) attributable to TETRA stockholders was $(4.0) million in 2012’s fourth quarter versus $(25.1) million in 2011’s fourth quarter. The foregoing results include the impact of the Maritech segment. As discussed below, management believes that it is helpful to an understanding of the Company’s business going forward to present financial results excluding the impact of Maritech. Such results, as well as adjusted fourth quarter earnings, are reconciled to the nearest GAAP financial measures at the end of this press release.
Consolidated results per share from continuing operations attributable to TETRA stockholders for the fourth quarter of 2012 were a loss of $(0.05) with 77.5 million weighted average common shares outstanding versus a loss of $(0.33) with 76.9 million weighted average common shares outstanding in the fourth quarter of 2011. As of December 31, 2012, total debt, including the current portion of long-term debt, was $366.7 million and cash was $74.0 million.
Divisional pretax earnings (loss) from continuing operations in the fourth quarter of 2012 versus the fourth quarter of 2011 were: Fluids Division – $16.9 million in 4Q 2012 and $8.2 million in 4Q 2011; Production Testing – $11.9 million in 4Q 2012 and $11.3 million in 4Q 2011; Compressco – $6.1 million in 4Q 2012 and $4.1 million in 4Q 2011; Offshore Services – a loss of $(1.1) million in 4Q 2012 and a loss of $(4.2) million in 4Q 2011; and, Maritech – a loss of $(22.9) million in 4Q 2012 and a loss of $(44.7) million in 4Q 2011.
Financial data comparing the fourth quarter and full year 2012 to prior quarterly and annual periods is available in the financial tables set forth below.
Stuart M. Brightman, TETRA’s President and Chief Executive Officer, stated, “Our adjusted fourth quarter 2012 earnings of $0.21 per share are slightly above the range noted in our estimated fourth quarter earnings as announced on February 1.
“Our Fluids Division’s profitability increased significantly in the fourth quarter of 2012, both sequentially and compared to the fourth quarter of 2011, primarily due to a continued increase in completions activity offshore in the Gulf of Mexico and continued growth in our water management business onshore in the U.S. In addition, our international completion fluids business was a positive contributor to the sequential earnings growth for the Division.
“For the Production Testing segment, fourth quarter 2012 earnings were slightly improved on a sequential basis, despite the negative impact from continued weakness in the North American gas drilling market that particularly affected our Canadian operations. As we look forward, we expect to see this market environment improve during the second half of 2013. In addition, we expect to benefit from ongoing opportunities for our international operations.
“Our Compressco segment’s profitability increased during the fourth quarter of 2012 compared to the prior year’s fourth quarter, driven primarily by international growth, particularly in Mexico.
“Results for our Offshore Services segment benefited from better than anticipated utilization of our major assets during the first part of the fourth quarter, which also helped to offset challenging weather conditions in the Gulf of Mexico during December. Fourth quarter results for this segment also reflect the benefit of cost reductions initiated during the second half of 2012. We observed improvement in the speed of issuance of federal permits for the decommissioning of platforms during the fourth quarter of 2012, and we have also seen increased bid activity during the current quarter. Based on these observations and expected gains from previously initiated and ongoing cost efforts, we expect more robust results for this segment in 2013. Included in the quarterly results for the Offshore Services segment are special charges of $7.2 million for the impairment of certain assets, primarily a heavy lift barge, net of a gain on the sale of a non-core business.
“During the fourth quarter, we continued to aggressively work to reduce the Maritech segment’s abandonment and decommissioning liabilities, spending $28.3 million on such activities. As previously discussed, we have attempted to accelerate these activities, with the objective of completing the remaining work by the end of the third quarter. Primarily due to weather conditions in December that disrupted work in progress, implementation of the accelerated timeline for completing the remaining work, and several problem wells, we increased Maritech’s remaining abandonment and decommissioning liabilities by $21.6 million at year-end 2012.
“Our cash flows during the fourth quarter were significantly improved due to the sale of certain assets and accounts receivable improvements. As a result of these actions, we closed the year with net debt of $295.6, excluding restricted cash and $13.0 million of cash and $10.1 million of long-term debt attributable to Compressco Partners (net debt is a non-GAAP financial measure that is reconciled to the nearest GAAP financial measure below). Our strong year-end balance sheet and our expectation of additional working capital improvements in 2013 give us confidence in our ability to execute our growth strategies,” concluded Brightman.
As a result of Maritech’s sale of essentially all of its oil and gas properties during 2011 and 2012, the Company believes it will be helpful to provide adjusted financial results that exclude the impact of Maritech. These results are intended to show TETRA’s historical results of operations on a basis that is consistent with expected operations going forward. Set forth below in this press release under “Reconciliation of Non-GAAP Financial Measures” is a presentation of TETRA’s consolidated revenues excluding Maritech, consolidated gross profit excluding Maritech, and consolidated income before taxes and discontinued operations excluding Maritech and oil and gas derivative ineffectiveness, all of which are non-GAAP financial measures that are reconciled to the nearest GAAP measures.
TETRA will host a conference call to discuss fourth quarter 2012 results today, February 28, 2013, at 10:30 am ET. Stuart M. Brightman, TETRA’s President and Chief Executive Officer, and Elijio V. Serrano, TETRA’s Chief Financial Officer, will host the call. The phone number for the call is 800/860-2442. The conference will also be available by live audio webcast and may be accessed through TETRA’s website at www.tetratec.com.
TETRA is a geographically diversified oil and gas services company focused on completion fluids and associated products and services, water management, after-frac flow back, production well testing, rig cooling, compression-based production enhancement, and selected offshore services including well plugging and abandonment, decommissioning, and diving.
Forward Looking Statements
This press release includes certain statements that are deemed to be forward-looking statements. Generally, the use of words such as “may,” “will,” “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 2013, anticipated benefits from the Company’s acquisitions of assets and businesses, projections concerning the Company’s business activities in the Gulf of Mexico, including potential future benefits from increased regulatory oversight of well abandonment and decommissioning activities, financial guidance, estimated earnings, earnings per share, and statements regarding the Company’s beliefs, expectations, plans, goals, future events and performance, and other statements that are not purely historical. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performances or results and that actual results or developments may differ materially from those projected in the forward-looking statements. Some of the factors that could affect actual results are described in the section titled “Risk Factors” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, 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.
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Three Months Ended |
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Year Ended |
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December 31, |
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December 31, |
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2012 |
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2011 |
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2012 |
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2011 |
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(In Thousands) |
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Revenues |
$ |
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$ |
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$ |
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$ |
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Gross profit |
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General and administrative expense |
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Interest expense, net |
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(Gain) loss on sale of assets |
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Other (income) expense |
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Income before taxes and discontinued operations |
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Provision (benefit) for income taxes |
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Income (loss) before discontinued operations |
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Income (loss) from discontinued operations, net of taxes |
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Net income (loss) |
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Net (income) attributable to noncontrolling interest |
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Net income (loss) attributable to TETRA stockholders |
$ |
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$ |
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$ |
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$ |
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Three Months Ended |
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Year Ended |
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December 31, |
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December 31, |
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2012 |
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2011 |
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2012 |
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2011 |
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(In Thousands, Except Per Share Amounts) |
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Basic per share information: |
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Income before discontinued operations |
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attributable to TETRA stockholders |
$ |
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$ |
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$ |
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$ |
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Income (loss) from discontinued operations |
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attributable to TETRA stockholders |
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Net income attributable to TETRA stockholders |
$ |
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$ |
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$ |
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$ |
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Weighted average shares outstanding |
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Diluted per share information: |
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Income before discontinued operations |
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attributable to TETRA stockholders |
$ |
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$ |
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$ |
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$ |
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Income (loss) from discontinued operations |
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attributable to TETRA stockholders |
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Net income attributable to TETRA stockholders |
$ |
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$ |
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$ |
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$ |
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Weighted average shares outstanding |
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Depreciation, depletion and amortization (A) |
$ |
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$ |
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$ |
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$ |
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(A) DD&A information for 2011and 2012 includes asset impairments.
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Three Months Ended |
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Year Ended |
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December 31, |
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December 31, |
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2012 |
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2011 |
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2012 |
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2011 |
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(In Thousands) |
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Revenues by segment: |
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Fluids Division |
$ |
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$ |
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$ |
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$ |
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Production Enhancement Division |
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Production Testing |
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Compressco |
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Intersegment eliminations |
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Production Enhancement Division total |
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Offshore Division |
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Offshore Services |
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Maritech |
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Intersegment eliminations |
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Offshore Division total |
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Corporate overhead |
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Eliminations and other |
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Total revenues |
$ |
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$ |
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$ |
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$ |
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Gross profit by segment: |
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Fluids Division |
$ |
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$ |
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$ |
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$ |
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Production Enhancement Division |
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Production Testing |
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Compressco |
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Intersegment eliminations |
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Production Enhancement Division total |
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Offshore Division |
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Offshore Services |
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Maritech |
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Intersegment eliminations |
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Offshore Division total |
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Eliminations and other |
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Total gross profit |
$ |
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$ |
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$ |
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$ |
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Three Months Ended |
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Year Ended |
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December 31, |
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December 31, |
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2012 |
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2011 |
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2012 |
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2011 |
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(In Thousands) |
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Income before taxes and discontinued operations |
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by segment: |
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$ |
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$ |
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$ |
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$ |
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Production Enhancement Division |
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Production Testing |
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Compressco |
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Intersegment eliminations |
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Production Enhancement Division total |
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Offshore Division |
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Offshore Services |
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Maritech |
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Intersegment eliminations |
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Offshore Division total |
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Corporate overhead |
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Total income before taxes and |
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discontinued operations |
$ |
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$ |
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$ |
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$ |
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December 31, 2012 |
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December 31, 2011 |
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(In Thousands) |
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Balance Sheet: |
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Cash (excluding restricted cash) |
$ |
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|
$ |
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|
Accounts receivable, net |
|
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Inventories |
|
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Other current assets |
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PP&E, net |
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Other assets |
|
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|
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|
Total assets |
$ |
|
|
$ |
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|
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Current portion of decommissioning liabilities |
$ |
|
|
$ |
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Other current liabilities |
|
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|
Long-term debt, net of current portion |
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Decommissioning liabilities, net of current portion |
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Other long-term liabilities |
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Equity |
|
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|
Total liabilities and equity |
$ |
|
|
$ |
|
|||
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|
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Reconciliation of Non-GAAP Financial Measures
This press release refers to net debt and results excluding Maritech and special charges, both of which are financial measures not derived in accordance with generally accepted accounting principles, or “GAAP.”
Results Excluding Maritech
As a supplement to financial results prepared in accordance with GAAP, the Company has provided the following tables, which contain results excluding the impact of Maritech. The tables also include reconciliations of revenues excluding Maritech, gross profit excluding Maritech, income before taxes excluding Maritech and oil and gas derivative ineffectiveness, and diluted per share information excluding Maritech and oil and gas derivative ineffectiveness to the appropriate GAAP financial measures. The Company’s management views revenues excluding Maritech, gross profit excluding Maritech, income before taxes excluding Maritech and oil and gas derivative ineffectiveness, and diluted per share information excluding Maritech and oil and gas derivative ineffectiveness as appropriate measures to evaluate its results of operations following the sales of Maritech oil and gas producing
properties that occurred during 2011 and 2012. These non-GAAP financial measures may not be comparable to similarly titled measures used by other companies and should not be used as a substitute for revenues, gross profit, income before taxes, earnings per share or other measures of financial performance presented in accordance with GAAP. Reconciliations of revenues excluding Maritech, gross profit excluding Maritech, income before taxes excluding Maritech and oil and gas derivative ineffectiveness, and diluted per share information excluding Maritech and oil and gas derivative ineffectiveness for the three and twelve month periods ended December 31, 2012 and December 31, 2011 are provided below.
|
Three Months Ended |
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Year Ended |
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December 31, |
|
December 31, |
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|
|
2012 |
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2011 |
|
2012 |
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2011 |
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(In Thousands, Except Per Share Amounts) |
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|
Consolidated revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
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|
Less: Maritech revenues |
|
|
|
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|
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|
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|
|||||||
|
Consolidated revenues excluding Maritech |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
Consolidated gross profit (loss) |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
Less: Maritech gross (profit) loss |
|
|
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|
|
|
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|
|
|
|||||||
|
Consolidated gross profit excluding Maritech |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
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|
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|
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|
Consolidated income (loss) before taxes and |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
discontinued operations |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
Less: Maritech (income) loss before taxes |
|
|
|
|
|
|
|
|
|
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|
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|
Less: Derivative ineffectiveness |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Consolidated income (loss) before taxes and |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
discontinued operations excluding Maritech and |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
derivative ineffectiveness |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|||
|
Diluted per share information: |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Net income attributable to TETRA stockholders |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
(Income) loss for Maritech |
|
|
|
|
|
|
|
|
|
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|
|||||||
|
(Income) loss for derivative ineffectiveness |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Net income (loss) attributable to TETRA stockholders |
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
excluding Maritech and derivative ineffectiveness |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Results Excluding Maritech and Special Charges
The Company has provided the following table, which provides results for the fourth quarter of 2012 excluding the impact of Maritech and special charges. The Company’s management views results excluding Maritech and special charges as an appropriate measure by which to evaluate results of ongoing core business operations. These non-GAAP financial measures may not be comparable to similarly titled measures used by other companies and should not be used as a substitute for financial performance presented in accordance with GAAP.
|
|
Three Months Ended December 31, 2012 |
||||||
|
|
|
|
Diluted Net Income |
|
|||
|
|
|
|
|
(Loss) Per Share |
|
||
|
|
Income (Loss) |
|
|
Attributable to |
|
||
|
|
Before Tax |
|
|
TETRA Stockholders |
|
||
|
|
(In millions, except per share amounts) |
|
|||||
|
Fourth quarter 2012 results |
$ |
|
|
$ |
|
||
|
Maritech loss and net special charges |
|
|
|
|
|
||
|
Fourth quarter 2012 results |
|
|
|
|
|
||
|
excluding Maritech and net special charges |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
The following reconciliation of net debt is also 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 Compressco Partners, L.P. 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 December 31, 2012 and December 30, 2011 is provided below.
|
December 31, 2012 |
|
December 31, 2011 |
||||||
|
|
(In Thousands) |
|||||||
|
Long-term debt, including current portion, less |
|
|
|
|
|
|||
|
Compressco Partners’ debt |
$ |
|
|
$ |
|
|||
|
Less: cash, excluding Compressco |
|
|
|
|
|
|||
|
Partners' cash |
|
|
|
|
|
|||
|
Net debt |
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|||
These reconciliations are not a substitute for financial information prepared in accordance with GAAP and should be considered within the context of the complete financial results for the given period.
Contact:
TETRA Technologies, Inc., The Woodlands, Texas
Stuart M. Brightman, 281/367-1983
Fax: 281/364-4346