TETRA Technologies, Inc. Announces Update To Second Quarter 2020 Results

THE WOODLANDS, Texas, Aug. 7, 2020 /PRNewswire/ -- On August 4, 2020, TETRA Technologies, Inc. ("TETRA" or the "Company") (NYSE:TTI), after TETRA had released earnings but before the Company had filed its Form 10-Q for the three and six months ended June 30, 2020, one of TETRA's offshore completion fluids customers announced it had filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code (the "Customer Bankruptcy"). As a result of the Customer Bankruptcy, TETRA recorded bad debt expense of approximately $2.8 million in the three and six months ended June 30, 2020 to reflect TETRA's assessment of the collectability of the outstanding receivable from that customer. TETRA recorded this charge in the general and administrative expense line of the Consolidated Statements of Operations. Due to the timing of the Customer Bankruptcy announcement, our August 4th earnings release did not take into account this significant unusual bad debt expense. Please note such bad debt expense does not impact the Company's previously reported revenues, Adjusted EBITDA, Adjusted EBITDA margins, cash from operations or adjusted free cash flow.

The attached schedules have been updated from what was previously released to reflect this bad debt reserve.

This press release includes the following financial measures that are not presented in accordance with generally accepted accounting principles in the United States ("GAAP"): Adjusted earnings per share attributable to TETRA stockholders, Adjusted EBITDA, and Adjusted EBITDA Margin (Adjusted EBITDA as a percent of revenue) on consolidated and segment basis, Adjusted income (loss) before tax, TETRA-only adjusted free cash flow from continuing operations, and net debt. Please see Schedules E-K for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures.

Investor Contact
For further information: Elijio Serrano, CFO, TETRA Technologies, Inc., The Woodlands, Texas, Phone: 281.367.1983, www.tetratec.com

Financial Statements, Schedules and Non-GAAP Reconciliation Schedules (Unaudited)
Schedule A: Consolidated Income Statement
Schedule B: Financial Results By Segment
Schedule C: Consolidated Balance Sheet
Schedule D: Long-Term Debt
Schedule E: Statement Regarding Use of Non-GAAP Financial Measures
Schedule F: Special Items
Schedule G: Non-GAAP Reconciliation to GAAP Financials
Schedule H: Non-GAAP Reconciliation of TETRA Net Debt
Schedule I: Non-GAAP Reconciliation to TETRA Only Adjusted Free Cash Flow
Schedule J: Non-GAAP Reconciliation to TETRA Only Adjusted Free Cash Flow From Continuing Operations
Schedule K: Non-GAAP Reconciliation to TETRA Adjusted EBITDA Margins and Adjusted Income (Loss) Before Tax Margins

Company Overview and Forward-Looking Statements
TETRA Technologies, Inc. is a geographically diversified oil and gas services company, focused on completion fluids and associated products and services, water management, frac flowback, production well testing, and compression services and equipment. TETRA owns an equity interest, including all of the general partner interest, in CSI Compressco LP (NASDAQ:CCLP), a master limited partnership.

Schedule A: Consolidated Income Statement (Unaudited)


                                                                 
         
          Three Months Ended                                                               
     
         Six Months Ended


                                                 Jun 30, 2020                                   Mar 31, 2020                                    Jun 30, 2019       Jun 30, 2020                         Jun 30, 2019



                                                                                                
            (In Thousands, Except per Share Amounts)



       Revenues                                               $
         192,441                                                   $
            222,942                                         $
           288,796                          $
            415,383      $
           532,524




        Cost of sales,
         services, and rentals                        133,892                             148,694                                                      206,302                                      282,586               383,046


        Depreciation,
         amortization, and
         accretion                                     29,842                              29,460                                                       31,817                                       59,302                62,445


        Impairments and other
         charges                                        8,977                               5,371                                                        2,311                                       14,348                 2,457


        Insurance recoveries                            (591)                                                                                                                                      (591)



        Total cost of revenues                        172,120                             183,525                                                      240,430                                      355,645               447,948




       Gross profit                                   20,321                              39,417                                                       48,366                                       59,738                84,576




        General and
         administrative
         expense                                       34,014                              30,537                                                       36,295                                       64,551                70,572


        Interest expense, net                          17,586                              17,856                                                       18,529                                       35,442                36,908


        Warrants fair value
         adjustment (income)
         expense                                           11                               (338)                                                     (1,520)                                       (327)              (1,113)


        CCLP Series A
         Preferred Units fair
         value adjustment
         (income) expense                                                                                                                                146                                                             1,309


        Other (income)
         expense, net                                   3,839                                 439                                                          627                                        4,278                 (324)



        Loss before taxes and
         discontinued
         operations                                  (35,129)                            (9,077)                                                     (5,711)                                    (44,206)             (22,776)


        Provision for income
         taxes                                          2,001                               1,154                                                        2,490                                        3,155                 4,099



        Loss before
         discontinued
         operations                                  (37,130)                           (10,231)                                                      (8,201)                                    (47,361)             (26,875)


        Discontinued
         operations:


        Loss from discontinued
         operations, net of
         taxes                                            163                               (145)                                                       (345)                                          18                 (771)




       Net loss                                     (36,967)                           (10,376)                                                      (8,546)                                    (47,343)             (27,646)


        Less: loss
         attributable to
         noncontrolling
         interest                                      15,712                               8,825                                                        1,633                                       24,537                 9,895



        Net loss attributable
         to TETRA stockholders                                $
         (21,255)                                                  $
            (1,551)                                        $
           (6,913)                        $
            (22,806)    $
           (17,751)





                               Basic per share
                                information:

    ---

        Loss before
         discontinued
         operations
         attributable to TETRA
         stockholders                                           $
         (0.17)                                                   $
            (0.01)                                         $
           (0.06)                          $
            (0.18)      $
           (0.13)


        Income (loss) from
         discontinued
         operations
         attributable to TETRA
         stockholders                                             $
         0.00                                                      $
            0.00                                            $
           0.00                             $
            0.00       $
           (0.01)



        Net loss attributable
         to TETRA stockholders                                  $
         (0.17)                                                   $
            (0.01)                                         $
           (0.06)                          $
            (0.18)      $
           (0.14)



        Weighted average
         shares outstanding                           125,886                             125,587                                                      125,612                                      125,736               125,646





                               Diluted per share
                                information:

    ---

        Loss before
         discontinued
         operations
         attributable to TETRA
         stockholders                                           $
         (0.17)                                                   $
            (0.01)                                         $
           (0.06)                          $
            (0.18)      $
           (0.13)


        Income (loss) from
         discontinued
         operations
         attributable to TETRA
         stockholders                                             $
         0.00                                                      $
            0.00                                            $
           0.00                             $
            0.00       $
           (0.01)



        Net loss attributable
         to TETRA stockholders                                  $
         (0.17)                                                   $
            (0.01)                                         $
           (0.06)                          $
            (0.18)      $
           (0.14)



        Weighted average
         shares outstanding                           125,886                             125,587                                                      125,612                                      125,736               125,646

Schedule B: Financial Results By Segment (Unaudited)


                                                                             
     
     Three Months Ended                                                            Six Months Ended


                                                  Jun 30, 2020                     Mar 31, 2020                      Jun 30, 2019               Jun 30, 2020      Jun 30, 2019



                                                                                                             
     (In Thousands)


                             Revenues by segment:

    ---

        Completion Fluids &
         Products Division                                       $
       71,346                                                        $
       75,237                                    $
         79,767                $
          146,583    $
           141,348


        Water & Flowback
         Services Division                              24,723                                        57,467                                            73,124                             82,190      151,802


        Compression Division                            96,372                                        90,238                                           135,905                            186,610      239,374


        Eliminations and
         other



        Total revenues                                          $
       192,441                                                       $
       222,942                                   $
         288,796                $
          415,383    $
           532,524





                             Gross profit (loss)
                              by segment:

    ---

        Completion Fluids &
         Products Division                                       $
       20,819                                                        $
       25,964                                    $
         19,809                 $
          46,783     $
           30,472


        Water & Flowback
         Services Division                             (4,836)                                        3,267                                             7,490                            (1,569)      16,341


        Compression Division                             4,511                                        10,380                                            21,235                             14,890       38,094


        Corporate overhead
         and eliminations                                (173)                                        (194)                                            (168)                             (366)       (331)



        Total gross profit                                       $
       20,321                                                        $
       39,417                                    $
         48,366                 $
          59,738     $
           84,576





                             Income (loss) before
                              taxes by segment:

    ---

        Completion Fluids &
         Products Division                                       $
       13,202                                                        $
       19,396                                    $
         14,614                 $
          32,598     $
           20,800


        Water & Flowback
         Services Division                             (8,418)                                      (2,244)                                            2,460                           (10,662)       4,691


        Compression Division                          (23,006)                                     (12,790)                                          (3,483)                          (35,796)    (11,284)


        Corporate overhead
         and eliminations                             (16,907)                                     (13,439)                                         (19,302)                          (30,346)    (36,983)



        Total income (loss)
         before taxes                                          $
       (35,129)                                                      $
       (9,077)                                  $
         (5,711)               $
         (44,206)    $
         (22,776)



               Please note that the above
                results by Segment include
                special charges and expenses.
                Please see Schedule F for
                details of those special
                charges and expenses.


               (1)    Excludes discontinued
                operations

Schedule C: Consolidated Balance Sheet (June 30, 2020 Unaudited)


                                                                         June 30, 2020                          December 31, 2019



                                                          
     (In Thousands)



       
                
                  Balance Sheet:

    ---


       Cash (excluding restricted cash)                                                  $
         56,722                     $
           17,704



       Accounts receivable, net                                               114,306                  175,918



       Inventories                                                            115,506                  136,510



       Other current assets                                                    22,453                   21,222



       PP&E, net                                                              713,584                  758,637



       Operating lease right-of-use assets                                     75,524                   68,131



       Other assets                                                            90,499                   93,800




       Total assets                                                                   $
         1,188,594                  $
           1,271,922






       Liabilities of discontinued operations                                             $
         1,873                      $
           2,098



       Other current liabilities                                              145,454                  186,625



       Long-term debt (1)                                                     843,292                  842,871



       Long-term portion of asset retirement obligations                       12,862                   12,762



       Warrants liability                                                         123                      449



       Operating lease liabilities                                             60,693                   53,919



       Other long-term liabilities                                             11,611                   10,372



       Equity                                                                 112,686                  162,826




       Total liabilities and equity                                                   $
         1,188,594                  $
           1,271,922



               (1) Please see Schedule D for
                the individual debt obligations
                of TETRA and CSI Compressco LP.

Schedule D: Long-Term Debt (Unaudited)

TETRA Technologies Inc. and its subsidiaries, other than CSI Compressco LP and its subsidiaries, are obligated under an asset-based bank credit agreement and a term credit agreement, neither of which are obligations of CSI Compressco LP and its subsidiaries. CSI Compressco LP and its subsidiaries are obligated under a separate asset-based bank credit agreement and two series of senior notes, neither of which are obligations of TETRA and its other subsidiaries. Amounts presented exclude deferred financing costs.


                                                        June 30, 2020                              December 31, 2019                    June 30, 2019



                                                       
              (In Thousands)



       
                TETRA

    ---


       Asset-Based Credit Agreement                     
              $                                                  $
      1,000                          $
     20,000



       Term Credit Agreement                                 220,500                      220,500                                220,500



       TETRA total debt                                      220,500                      221,500                                240,500



       Less current portion



       
                TETRA total long-term debt                         $
           
     220,500                        $
     
        221,500                     $
     
       240,500






       
                CSI Compressco LP

    ---


       CCLP Credit Agreement                                   1,477                        3,500



       7.25% Senior Notes                                     80,722                      295,930                                295,930



       7.50% Senior Notes                                    400,000                      350,000                                350,000



       Second Lien Notes                                     155,529




       Total debt                                            637,728                      649,430                                645,930



       Less current portion




       
                CCLP total long-term debt                          $
           
     637,728                        $
     
        649,430                     $
     
       645,930




       
                Consolidated total long-term debt                  $
           
     858,228                        $
     
        870,930                     $
     
       886,430

Schedule E: Statement Regarding Use of Non-GAAP Financial Measures

In addition to financial results determined in accordance with GAAP, this press release may include the following non-GAAP financial measures for the Company: net debt; adjusted consolidated and segment income (loss) before taxes and special charges; adjusted diluted earnings (loss) per share before discontinued operations; consolidated and segment adjusted EBITDA; net income (loss) before taxes, Adjusted income (loss) before tax, Adjusted income (loss) before tax as a % of revenue, TETRA only adjusted free cash flow and TETRA only free cash flow from continuing operations; and segment adjusted EBITDA as a percent of revenue ("Adjusted EBITDA margin"). The following schedules provide reconciliations of these non-GAAP financial measures to their most directly comparable GAAP measures. The non-GAAP financial measures should be considered in addition to, not as a substitute for, financial measures prepared in accordance with GAAP, as more fully discussed in the Company's financial statements and filings with the Securities and Exchange Commission.

Management believes that the exclusion of the special charges from the historical results of operations enables management to evaluate more effectively the Company's operations over the prior periods and to identify operating trends that could be obscured by the excluded items.

Adjusted income (loss) before taxes (and adjusted income (loss) before taxes as a percent of revenue) is defined as the Company's (or the Segment's) income (loss) before taxes excluding certain special or other charges (or credits). Adjusted income (loss) before taxes (and adjusted income (loss) before taxes as a percent of revenue) is used by management as a supplemental financial measure to assess financial performance, without regard to charges or credits that are considered by management to be outside of its normal operations.

Adjusted diluted earnings (loss) per share before discontinued operations is defined as the Company's diluted earnings (loss) per share excluding certain special or other charges (or credits). Adjusted diluted earnings (loss) per share is used by management as a supplemental financial measure to assess financial performance, without regard to charges or credits that are considered by management to be outside of its normal operations.

Adjusted EBITDA before discontinued operations (and Adjusted EBITDA before discontinued operations as a percent of revenue) is defined as earnings before interest, taxes, depreciation, amortization, impairments and certain non-cash charges and non-recurring adjustments. Adjusted EBITDA before discontinued operations (and Adjusted EBITDA margin) is used by management as a supplemental financial measure to assess the financial performance of the Company's assets, without regard to financing methods, capital structure or historical cost basis and to assess the Company's ability to incur and service debt and fund capital expenditures.

Adjusted income before tax is defined as earnings (loss) before interest, taxes, impairments and certain non-cash charges and non-recurring adjustments. Adjusted income before tax (and Adjusted income before tax as a percent of revenue or Adjusted income before tax margin which is Adjusted income before tax divided by revenue) is used by management as a supplemental financial measure to assess the financial performance of the Company's normalized profitability while excluding any unusual, non-recurring items and tax benefits or detriment.

TETRA only adjusted free cash flow is a non-GAAP measure that the Company defines as cash from TETRA's operations, less capital expenditures net of sales proceeds and cost of equipment sold and including cash distributions to TETRA from CSI Compressco LP. TETRA only adjusted free cash flow from continuing operations is defined as TETRA only adjusted free cash flow less discontinued operations EBITDA and discontinued operations capital expenditures. Management uses this supplemental financial measure to:

    --  assess the Company's ability to retire debt;
    --  evaluate the capacity of the Company to further invest and grow; and
    --  to measure the performance of the Company as compared to its peer group.

TETRA only adjusted free cash flow and TETRA only adjusted free cash flow from continuing operations do not necessarily imply residual cash flow available for discretionary expenditures, as they exclude cash requirements for debt service or other non-discretionary expenditures that are not deducted.

TETRA net debt is defined as the sum of the carrying value of long-term and short-term debt on its consolidated balance sheet, less cash, excluding restricted cash on the consolidated balance sheet and excluding the debt and cash of CSI Compressco LP. Management views TETRA net debt as a measure of TETRA's ability to reduce debt, add to cash balances, pay dividends, repurchase stock, and fund investing and financing activities.

Schedule F: Special Items (Unaudited)


                                                                                 
              
                Three Months Ended



                                                                                    
              
                June 30, 2020


                                         Income (loss)               Provision                  Non-cont.                          Net Income Diluted EPS
                              before taxes             (Benefit) for                Interest                          Attributable
                                   and                      Tax                                                         to TETRA
                              discontinued                                                                            Stockholders
                               operations



                                                                               
            (In Thousands, Except per Share Amounts)


      Income (loss)
       attributable to TETRA
       stockholders,
       excluding special
       items and discontinued
       operations                                         $
              (14,258)                                              $
             2,001                           $
       (5,171)           $
        (11,088)  $
         (0.09)


      Stock Warrant fair
       value adjustment                           (11)                                                                                                          (11)                  0.00


      Transaction and other
       expenses                                  (895)                                                                                 (475)                   (420)                  0.00


      Impairments and other
       charges                                 (8,922)                                                                               (5,977)                 (2,945)                (0.02)


      Restructuring charges                      (486)                                                                                 (179)                   (307)                  0.00


      Debt Refinancing                         (4,754)                                                                               (3,184)                 (1,570)                (0.01)



     Severance                                (3,003)                                                                                 (726)                 (2,277)                (0.02)



     Bad Debt                                 (2,800)                                                                                                       (2,800)                (0.02)



      Net income (loss)
       before discontinued
       operations                             (35,129)                                              2,001                            (15,712)                (21,418)                (0.17)



      Loss from discontinued
       operations                                                                                                  163                               0.00



      Net Income (loss)
       attributable to TETRA
       stockholders, as
       reported                                                                                                          $
             (21,255)                           $
       (0.17)




                                                                                 
              
                Three Months Ended

                                                                                                                                                                        ---

                                                                                   
              
                March 31, 2020


                                         Income (loss)               Provision                  Non-cont.                          Net Income Diluted EPS
                              before taxes               (Benefit)                  Interest                          Attributable
                                   and                      for                                                         to TETRA
                              discontinued                  Tax                                                       Stockholders
                               operations



                                                                               
            (In Thousands, Except per Share Amounts)


      Income (loss)
       attributable to TETRA
       stockholders,
       excluding special
       items and discontinued
       operations                                            $
              (976)                                              $
             1,154                           $
       (4,892)              $
        2,762     $
         0.02


      Stock Warrant fair
       value adjustment                            338                                                                                                            338                   0.00


      Transaction and other
       expenses                                  (457)                                                                                 (216)                   (241)                  0.00


      Impairments and other
       charges                                 (5,371)                                                                               (3,538)                 (1,833)                (0.01)


      Restructuring charges                      (259)                                                                                                         (259)                  0.00



     Severance                                (1,334)                                                                                 (179)                 (1,155)                (0.01)



     Bad debt                                 (1,018)                                                                                                       (1,018)                (0.01)


      Net income (loss)
       before discontinued
       operations                              (9,077)                                              1,154                             (8,825)                 (1,406)                (0.01)



      Loss from discontinued
       operations                                                                                                (145)                              0.00



      Net Income (loss)
       attributable to TETRA
       stockholders, as
       reported                                                                                                           $
             (1,551)                           $
       (0.01)




                                                                                 
              
                Three Months Ended

                                                                                                                                                                        ---

                                                                                    
              
                June 30, 2019


                                         Income (loss)               Provision                  Non-cont.                          Net Income Diluted EPS
                              before taxes               (Benefit)                  Interest                          Attributable
                                   and                      for                                                         to TETRA
                              discontinued                  Tax                                                       Stockholders
                               operations



                                                                               
            (In Thousands, Except per Share Amounts)


      Income (loss)
       attributable to TETRA
       stockholders,
       excluding unusual
       charges                                             $
              (2,545)                                              $
             (530)                             $
       (11)            $
        (2,004)  $
         (0.02)


      Stock warrant fair
       value adjustment                          1,520                                                 319                                                       1,201                   0.01


      Convertible Series A
       preferred fair value
       adjustments                               (146)                                               (35)                               (74)                    (37)                  0.00


      5% Cash Redemption on
       CCLP Series A
       Preferred                                 (546)                                              (115)                              (278)                   (153)                  0.00


      Earnout Adjustment                           400                                                  84                                                         316                   0.00


      Lee Plant Facility
       Expenses                                    289                                                  61                                                         228                   0.00


      CEO Retirement                           (1,843)                                              (387)                                                    (1,456)                (0.01)


      Transaction Expense                        (376)                                               (79)                              (168)                   (129)                  0.00


      Inventory Adjustment                       (153)                                               (32)                               (68)                    (53)                  0.00


      Impairments and other
       charges                                 (2,311)                                              (485)                            (1,034)                   (792)                (0.01)


      Effect of deferred tax
       valuation allowance
       and other related tax
       adjustments                                                                                  3,689                                                     (3,689)                (0.03)



      Net income (loss)
       before discontinued
       operations                              (5,711)                                              2,490                             (1,633)                 (6,568)                (0.06)



      Loss from discontinued
       operations                                                                                                (345)                              0.00



      Net Income (loss)
       attributable to TETRA
       stockholders, as
       reported                                                                                               $(6,913)                                    $
      (0.06)

Schedule G: Non-GAAP Reconciliation to GAAP Financials (Unaudited)(*)


                                                                                                                                         
              
                Three Months Ended



                                                                                                                                           
              
                June 30, 2020


                                      
              Net     
              Tax          
            Income         Impairments           Adjusted          Interest                     Adjusted                Equity            Adjusted
                                          Income           Provision                 (Loss)         & Special             Income             Expense                   Depreciation              Comp.              EBITDA
                                          (Loss),                                    Before           Charges             (Loss)                                            &                   Expense
                                            as                                      Tax, as                               Before                                       Amortization
                                         reported                                  Reported                                 Tax

                                                                                                                                                                                                                             ---

                                                                                                                                                 
              (In Thousands)


      Completion Fluids & Products Division                                                      $
             13,202                       $
              3,310                                                       $
             16,512                  $
      (143)                                 $
      1,934              
      $                 $
        18,303


      Water & Flowback Services Division                                               (8,418)                                   1,203             (7,215)                                                (2)                             7,617                                        400



     Compression Division                                                            (23,006)                                  15,736             (7,270)                                             12,982                             20,116          488                         26,316



     Eliminations and other                                                                 2                                                           2                                                                                                                               2




     Subtotal                                                                        (18,220)                                  20,249               2,029                                              12,837                             29,667          488                         45,021



     Corporate and other                                                             (16,909)                                     621            (16,288)                                              4,749                                175        1,602                        (9,762)



                   TETRA excluding
                    Discontinued
                    Operations                       $
        
                (37,130)                                     $
     
              2,001                       $
              
               (35,129)                                    $
      
       20,870               $
        
        (14,259)                     $
     
     17,586       $
     
     29,842 $
         
           2,090 $
     
     35,259






                                                                                                                                           
              
                March 31, 2020


                                      
              Net     
              Tax          
            Income         Impairments           Adjusted          Adjusted                     Adjusted                Equity            Adjusted
                                          Income           Provision                 (Loss)         & Special             Income            Interest                   Depreciation              Comp.              EBITDA
                                          (Loss),                                    Before           Charges             (Loss)            Expense,                        &                   Expense
                                            as                                      Tax, as                               Before               Net                     Amortization
                                         reported                                  Reported                                 Tax

                                                                                                                                                                                                                             ---

                                                                                                                                                 
              (In Thousands)


      Completion Fluids & Products Division                                                      $
             19,396                         $
              450                                                       $
             19,846                  $
      (154)                                 $
      1,934              
      $                 $
        21,626


      Water & Flowback Services Division                                               (2,244)                                   1,607               (637)                                                (9)                             7,425                                      6,779



     Compression Division                                                            (12,790)                                   5,971             (6,819)                                             12,564                             19,908          324                         25,977



     Eliminations and other                                                                 5                                                           5                                                                                   (4)                                         1




     Subtotal                                                                           4,367                                    8,028              12,395                                              12,401                             29,263          324                         54,383



     Corporate and other                                                             (13,444)                                      73            (13,371)                                              5,455                                197        1,145                        (6,574)



                   TETRA excluding
                    Discontinued
                    Operations                       $
        
                (10,231)                                     $
     
              1,154                        $
              
               (9,077)                                     $
      
       8,101                  $
        
        (976)                     $
     
     17,856       $
     
     29,460 $
         
           1,469 $
     
     47,809






                                                                                                                                         
              
                Three Months Ended



                                                                                                                                           
              
                June 30, 2019


                                      
              Net     
              Tax          
            Income         Impairments           Adjusted          Interest                     Adjusted                Equity            Adjusted
                                          Income           Provision                 (Loss)         & Special             Income             Expense                   Depreciation              Comp.              EBITDA
                                          (Loss),                                    Before           Charges             (Loss)                                            &                   Expense
                                            as                                      Tax, as                               Before                                       Amortization
                                         reported                                  Reported                                 Tax

                                                                                                                                                                                                                             ---

                                                                                                                                                 
              (In Thousands)


      Completion Fluids & Products Division                                                      $
             14,614                       $
              (289)                                                      $
             14,325                  $
      (157)                                 $
      3,723              
      $                 $
        17,891


      Water & Flowback Services Division                                                 2,460                                    (400)              2,060                                                 (8)                             8,871                                     10,923



     Compression Division                                                             (3,483)                                   3,607                 124                                              12,998                             19,054          590                         32,766



     Eliminations and other                                                                 1                                                           1                                                                                   (3)                                       (2)




     Subtotal                                                                          13,592                                    2,918              16,510                                              12,833                             31,645          590                         61,578



     Corporate and other                                                             (19,303)                                     268            (19,035)                                              5,696                                172        1,673                       (11,494)



                   TETRA excluding
                    Discontinued
                    Operations                        $
        
                (8,201)                                     $
     
              2,490                        $
              
               (5,711)                                     $
      
       3,186                $
        
        (2,525)                     $
     
     18,529       $
     
     31,817 $
         
           2,263 $
     
     50,084



               * Excludes the impact from
                discontinued operations.

Schedule H: Non-GAAP Reconciliation of TETRA Net Debt (Unaudited)

The cash and debt positions of TETRA and CSI Compressco LP as of June 30, 2020, are shown below. TETRA and CSI Compressco LP's debt agreements are distinct and separate with no cross-default provisions. Management believes that the most appropriate method to analyze the debt positions of each company is to view them separately, as noted below.

The following reconciliation of net debt is presented as a supplement to financial results prepared in accordance with GAAP. Amounts presented are net of deferred financing costs.


                                           
          
            June 30, 2020


                                        TETRA                               CCLP                  Consolidated



                                               
        (In Millions)



     Non-restricted cash                      $
        50.0                          $
       6.8                     $
      56.7





     Carrying value of long-term debt:



     Asset-Based Credit Agreement                                      0.7                   0.7



     Term Credit Agreement             205.7                                               205.7



     Senior Notes outstanding                                        636.8                 636.8




     Net debt                                $
        155.7                        $
       630.7                    $
      786.5

Schedule I: Non-GAAP Reconciliation to TETRA Only Adjusted Free Cash Flow (Unaudited)


                                                            
     
     Three Months Ended                                                       Six Months Ended


                                    Jun 30, 2020                  Mar 31, 2020                    Jun 30, 2019            Jun 30, 2020      Jun 30, 2019



                                                                                           
     (In Thousands)


                  Consolidated


     Net cash provided
      (used) by operating
      activities                                 $
      38,211                                                    $
      22,176                                  $
         30,965               $
     60,387          $
     38,377


     Capital expenditures,
      net of sales proceeds              (3,332)                                 (10,965)                                      (27,345)                        (14,297)    (59,390)



     Consolidated adjusted
      free cash flow                             $
      34,879                                                    $
      11,211                                   $
         3,620       46,090            (21,013)




                  CSI Compressco LP


     Net cash provided
      (used) by operating
      activities                                  $
      4,823                                                    $
      13,357                                   $
         8,710       18,180              40,342


     Capital expenditures,
      net of sales proceeds              (1,125)                                  (6,483)                                     (16,434)                         (7,608)    (39,586)



     CSI Compressco free
      cash flow                                   $
      3,698                                                     $
      6,874                                 $
         (7,724)      10,572                 756




                  TETRA Only


     Cash from operating
      activities                                 $
      33,388                                                     $
      8,819                                  $
         22,255       42,207             (1,965)


     Investment in CCLP
      Compressors                                                                                                              (8,740)                                    (11,142)


     Capital expenditures,
      net of sales proceeds              (2,207)                                  (4,482)                                     (10,911)                         (6,689)    (19,804)



     Free cash flow                       31,181                                     4,337                                         2,604                           35,518     (32,911)


     Distributions from CSI
      Compressco LP                          169                                       169                                           168                              338          337



      TETRA Only Adjusted
       Free Cash Flow                            $
      31,350                                                     $
      4,506                                   $
         2,772       35,856            (32,574)

Schedule J: Non-GAAP Reconciliation to TETRA Only Adjusted Free Cash Flow From Continuing Operations (unaudited)


                                                   
       
          Three Months Ended                                              Six Months Ended


                             Jun 30, 2020                        Mar 31, 2020            Jun 30, 2019          Jun 30, 2020      Jun 30, 2019



                                                     
       (In Thousands)


                  TETRA Only


     Cash from operating
      activities                          $
     33,388                                                   $
     8,819                                 $
        22,255               $
     42,207  $
      (1,965)


     Less: Discontinued
      operations operating
      activities (adjusted
      EBITDA)                         163                                          (145)                               (345)                            18        (771)



     Cash from continued
      operating activities         33,225                                          8,964                               22,600                         42,189      (1,194)


     Less: Continuing
      operations capital
      expenditures                (2,207)                                       (4,482)                             (10,911)                       (6,689)    (19,804)


     Less:  Investment in
      CCLP Compressors                                                                                              (8,740)                                  (11,142)


     Distributions from
      CSI Compressco LP               169                                            169                                  168                            338          337



     TETRA Only Adjusted
      Free Cash Flow From
      Continuing
      Operations                          $
     31,187                                                   $
     4,651                                  $
        3,117               $
     35,838 $
      (31,803)

Schedule K: Non-GAAP Reconciliation to TETRA Adjusted EBITDA Margins and Adjusted Income (Loss) before tax margins (Unaudited)


                                                                  
       
          Three Months Ended


                                         Jun 30, 2020                       Mar 31, 2020                   Jun 30, 2019



                                                                    
       (In Thousands)




                   Consolidated



     Revenue                                         $
      192,441                                                       $
      222,942                 $
      288,796


      Income (loss) before
       tax                                   (35,129)                                             (9,077)                                 (5,711)


      Adjusted income
       (loss) before tax
       (Schedule G)                          (14,259)                                               (976)                                 (2,525)


      Adjusted EBITDA
       (Schedule G)                            35,259                                               47,809                                   50,084


      Income (Loss) Before                     (18.3)                                               (4.1)                                   (2.0)
       Tax Margin                                   %                                                   %                                       %


      Adjusted Income
       (Loss) Before Tax                            %                                                   %                                       %
       Margin                                   (7.4)                                               (0.4)                                   (0.9)


      Adjusted EBITDA
       Margin                          18.3
            %                                      21.4
            %                           17.3
           %




                   Completion Fluids &
                    Products



     Revenue                                          $
      71,346                                                        $
      75,237                  $
      79,767


      Income (loss) before
       tax                                     13,202                                               19,396                                   14,614


      Adjusted income
       (loss) before tax
       (Schedule G)                            16,512                                               19,846                                   14,325


      Adjusted EBITDA
       (Schedule G)                            18,303                                               21,626                                   17,891


      Income (Loss) Before
       Tax Margin                      18.5
            %                                      25.8
            %                           18.3
           %


      Adjusted Income
       (Loss) Before Tax
       Margin                          23.1
            %                                      26.4
            %                           18.0
           %


      Adjusted EBITDA
       Margin                          25.7
            %                                      28.7
            %                           22.4
           %




                   Water & Flowback
                    Services



     Revenue                                          $
      24,723                                                        $
      57,467                  $
      73,124


      Income (loss) before
       tax                                    (8,418)                                             (2,244)                                   2,460


      Adjusted income
       (loss) before tax
       (Schedule G)                           (7,215)                                               (637)                                   2,060


      Adjusted EBITDA
       (Schedule G)                               400                                                6,779                                   10,923


      Income (Loss) Before                     (34.0)                                               (3.9)
       Tax Margin                                   %                                                   %                            3.4
           %


      Adjusted Income
       (Loss) Before Tax                            %                                                   %
       Margin                                  (29.2)                                               (1.1)                            2.8
           %


      Adjusted EBITDA
       Margin                           1.6
            %                                      11.8
            %                           14.9
           %




                   Compression



     Revenue                                          $
      96,372                                                        $
      90,238                 $
      135,905


      Income (loss) before
       tax                                   (23,006)                                            (12,790)                                 (3,483)


      Adjusted income
       (loss) before tax
       (Schedule G)                           (7,270)                                             (6,819)                                     124


      Adjusted EBITDA
       (Schedule G)                            26,316                                               25,977                                   32,766


      Income (Loss) Before                     (23.9)                                              (14.2)                                   (2.6)
       Tax Margin                                   %                                                   %                                       %


      Adjusted Income
       (Loss) Before Tax                            %                                                   %
       Margin                                   (7.5)                                               (7.6)                            0.1
           %


      Adjusted EBITDA
       Margin                          27.3
            %                                      28.8
            %                           24.1
           %

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SOURCE TETRA Technologies, Inc.