PR Newswire | Nov 3, 2020 07:30AM EST

11/03 06:30 CST

Tetra Technologies, Inc. Announces Third Quarter 2020 Results THE WOODLANDS, Texas, Nov. 3, 2020

THE WOODLANDS, Texas, Nov. 3, 2020 /PRNewswire/ -- TETRA Technologies, Inc. ("TETRA" or the "Company") (NYSE: TTI) today announced third quarter 2020 results.

Third quarter 2020 revenue of $153 million decreased 21% from the second quarter of 2020 and compares to a 36% decline in US onshore rig activity. Net loss before discontinued operations for the third quarter of 2020 was $21 million, inclusive of $2.9 million of non-recurring charges and expenses. This compares to a net loss before discontinued operations of $37 million in the second quarter of 2020, inclusive of $20.9 million of non-recurring charges and expenses. Net loss per share attributable to TETRA stockholders in the third quarter of 2020 was $0.10. Excluding the non-recurring charges and expenses, the net loss per share attributable to TETRA stockholders was $0.09. Consolidated Adjusted EBITDA before discontinued operations was $30.3 million and compares to $35.3 million in the second quarter of 2020. Consolidated cash provided by operating activities in the third quarter of 2020 was $4.4 million, compared to $38.2 million in the second quarter of 2020. TETRA only cash from operating activities was $8.9 million, compared to $33.4 million in the second quarter of 2020, while TETRA only adjusted free cash flow from continuing operations was $7.7 million, compared to $31.2 million in the second quarter of 2020.

Financial Highlights

* Completion Fluids & Products income before taxes was $11.8 million, or 22.6% of revenue, while Adjusted EBITDA was $13.9 million, or 26.8% of revenue. * Water & Flowback Services loss before taxes was $7.7 million, while Adjusted EBITDA was positive at $35,000 despite North America land completion activity hitting historical lows during the quarter. * Compression loss before taxes was $11.3 million, or (14.3)% of revenue, while Adjusted EBITDA was $22.9 million, or 29.0% of revenue. * TETRA only adjusted third quarter free cash flow from continuing operations was $7.7 million, which is the sixth quarter in a row with positive TETRA only adjusted free cash flow. TETRA only cash from operating activities for the nine months ended September 30, 2020 was $51.1 million. TETRA only adjusted free cash flow for the first nine months of 2020 is $43.5 million, an improvement of $66.6M over the same period a year ago.

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 through K for reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures.

Brady Murphy, TETRA's Chief Executive Officer, stated, "Third quarter activity continued to decline from the impacts of COVID-19 while hurricanes in the Gulf of Mexico added to this challenging environment. Despite these challenges we continued to deliver strong Adjusted EBITDA margins of 26.8% for our Completion Fluids & Products Segment and 29.0% for our Compression Segment. Additionally, our onshore Water and Flowback Services segment remained Adjusted EBITDA positive despite a historic decline on US onshore completion activity levels. All these contributed towards another quarter where we generated positive free cash flow despite the headwinds faced by our industry. I am pleased with our team's focus on executing the plans we have put in place to mitigate the unprecedented market challenges. Our vertically integrated fluids model and introduction of automation and technology for the onshore businesses has allowed us to perform well relative to the market and continue to deliver cost effective solutions to our customers. Consolidated Adjusted EBITDA margins before discontinued operations improved 150 basis points compared to the second quarter of 2020 despite revenue decreasing 21% sequentially. Completion Fluids & Products segment and the Compression segment improved Adjusted EBITDA margins both sequentially and year on year. Water & Flowback Services revenue decreased 13% in the third quarter compared to the second quarter but activity in September and for the balance of the year is showing a meaningful increase as incremental frac crews are deployed. By being disciplined on capital spending while continuing to aggressively manage working capital, we generated positive TETRA Only adjusted free cash flow for the sixth consecutive quarter.

"Completion Fluids & Products segment third quarter income before tax margin was 22.6% while Adjusted EBITDA margin was 26.8% despite revenue decreasing sequentially 27%. The revenue drop was mainly due to the seasonality of the Northern European business, which peaks in the second quarter of each year, and from delays in Gulf of Mexico projects due to the two hurricanes that occurred in the third quarter. Our vertically integrated business model and diverse revenue stream continues to produce strong Adjusted EBITDA margins at or above our internal targets. Higher international sales, mainly in the Middle East and Europe, offset weaker Gulf of Mexico activity. During the third quarter our Lake Charles calcium chloride chemical plant production was impacted by hurricane Laura, however we have been able to meet our customer needs by fulfilling orders from other facilities, mitigating any potential negative impact.

"Water & Flowback Services third quarter 2020 revenue of $21.5 million, decreased 13% from the second quarter of 2020 and compares to the 36% decrease in U.S. onshore rig activity. Through ongoing cost management, aggressive deployment of new technologies and focus on automation and remote monitoring, third quarter Adjusted EBITDA was slightly above breakeven despite the lower revenue. Our BlueLinxTM automated control system solution continues to be deployed on all of our integrated water management projects. The number of integrated projects increased progressively throughout the quarter. In September, 63% of our water management projects were integrated projects, and we expect this to increase further as activity slowly recovers in North America. Through most of the quarter, we achieved maximum utilization for our TETRA SandStormTM Advanced Cyclone Technology ("SandStorm") for sand separation, while continuously introducing this technology to new customers. As an example, in the third quarter 2020, we were asked by a new customer in the Appalachian region to trial our SandStormTM head-to-head against their current service provider's technology. During this trial, SandStorm was able to achieve 99.4% sand filtration, far exceeding their existing solution, with zero wash downstream and at peak rate of 40Mscfpd. We are now working with this customer to displace our competitor's technology. Furthermore, these results showcase that our SandStorm technology works equally well on high pressure gas wells as it does in liquid plays.

"Our Compression segment's performance for third quarter 2020 was in line with our expectations with a loss before taxes of $11.3 million and Adjusted EBITDA of $22.9 million. Compression Services gross margins decreased sequentially by 200 basis points mainly due to revenue decreasing 5% sequentially. Utilization declined from 82.1% at the end of the second quarter of 2020 to 80.3% at the end of the third quarter. We exited the third quarter of 2020 with only 8% of our US domestic fleet on standby rates, compared to a high of 20% during the second quarter, a major improvement as most of our large, well-capitalized customers started bringing wells back online. Aftermarket Services gross margins modestly improved 20 basis points sequentially despite a 12% decline in revenue. Aftermarket Services should gain momentum in 2021 as customers deferred maintenance in 2020 due to capital constraints. CSI Compressco completed the sale of their Midland, Texas fabrication facility and real estate in July for $17 million in gross cash proceeds. CSI Compressco announced that it has completed or expects to complete the sale of non-strategic and underutilized assets in three separate transactions for a total of $13 million during the third and fourth quarters of this year, further strengthening its liquidity.

A summary of key financial metrics for the third quarter are as follows:

Third Quarter 2020 Results

Three Months Ended

Sep 30, Jun 30, Sep 30, 2020 2020 2019

(In Thousands, Except per Share Amounts)

Revenue $ 152,601 $ 192,441 $ 245,947

Loss before discontinued operations (21,425) (37,130) (9,079)

Adjusted EBITDA before discontinued 30,302 35,259 46,157operations

GAAP EPS before discontinued operations (0.10) (0.17) (0.06)attributable to TETRA stockholders

Adjusted EPS attributable to TETRA (0.09) (0.09) (0.02)stockholders

GAAP net cash provided (used) by operating 4,440 38,211 46,605activities

TETRA only adjusted free cash flow from $ 7,672 $ 31,187 $ 9,749continuing operations

Operating Segments

Completion Fluids & Products DivisionCompletion Fluids & Products revenue was $52.0 million in the third quarter of 2020, a decrease of 27% from the second quarter of 2020, primarily driven by decreased activity in the Gulf of Mexico and reflects the seasonally high second quarter Northern European industrial sales. Completion Fluids & Products income before taxes was $11.8 million in the third quarter (22.6% of revenue), and adjusted income before taxes was $12.5 million (24.0% of revenue). Adjusted EBITDA of $13.9 million (26.8% of revenue - a 110 basis point sequential increase) decreased by $4.4 million sequentially.

Water & Flowback Services DivisionWater & Flowback Services third quarter 2020 revenue of $21.5 million decreased 13% from the second quarter of 2020, driven by the reduction in U.S. land activity. Water & Flowback Services loss before tax was $7.7 million, primarily due to extremely low activity across all US land basins, where frac spread counts bottomed out at approximately 70, down from the peak of approximately 298 in the first quarter. The frac crew count is currently estimated to be 120. Adjusted EBITDA decreased $0.4 million sequentially to slightly above breakeven. With the continued success of implementing our technology and automation to meet our customer's needs, we continue to gain market share and expand our customer base.

Compression DivisionThird quarter Compression revenue decreased 18% from the second quarter of 2020 driven by lower equipment sales. Compression Services gross margins decreased 200 basis points from the second quarter of 2020. Overall fleet utilization was 80.3%, down from 82.1% at the end of the second quarter. As of September 30, 2020, total active operating horsepower decreased 25,758 sequentially from 967,505 in the second quarter to 941,747. Net loss before taxes was $11.3 million, an improvement of $11.7 million sequentially. Third quarter 2020 Adjusted EBITDA of $22.9 million decreased 13% from the second quarter of 2020.

Free Cash Flow and Balance SheetDuring the third quarter of 2020, consolidated cash provided by operations was $4.4 million. TETRA only adjusted free cash flow from continuing operations was $7.7 million. TETRA only adjusted free cash flow has now been positive for six consecutive quarters reflecting aggressive management of operating cost and working capital. Year-to-date adjusted free cash flow for TETRA Only is $43.5 million, an improvement of $66.6 million over the same period a year ago. TETRA Only liquidity at the end of third quarter 2020 was $84 million, an improvement of $22 million from the same period last year, positioning the Company to safely maneuver through this downturn. TETRA only liquidity is defined as unrestricted cash on hand plus availability under our revolving credit facility.

Consolidated total debt was $843 million while consolidated net debt was $768 million. TETRA only net debt is $148 million. At the end of the third quarter TETRA Only non-restricted cash was $59 million. Schedules D and H summarizes consolidated cash and debt for TETRA on a consolidated basis and for TETRA Only (excluding CSI Compressco). TETRA's debt agreements do not include any cross defaults or cross guarantees for CSI Compressco's debt.

Non-recurring charges and expenses itemsNon-recurring charges and expenses including discontinued operations incurred in the third quarter, as detailed on Schedule F, include $2.9 million of restructuring expenses and severance, $0.1 million of asset impairments and $0.1 million of other income.

Conference CallTETRA will host a conference call to discuss these results today, November 3, 2020, at 9:30 a.m. Eastern Time. The phone number for the call is 1-888-347-5303. The conference call will also be available by live audio webcast and may be accessed through the Company's website at www.tetratec.com. A replay of the conference call will be available at 1-877-344-7529 conference number 10148819, for one week following the conference call and the archived webcast will be available through the Company's website for thirty days following the conference call.

Investor ContactFor 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 StatementSchedule B: Financial Results By SegmentSchedule C: Consolidated Balance SheetSchedule D: Long-Term DebtSchedule E: Statement Regarding Use of Non-GAAP Financial MeasuresSchedule F: Special ItemsSchedule G: Non-GAAP Reconciliation to GAAP FinancialsSchedule H: Non-GAAP Reconciliation of TETRA Net DebtSchedule I: Non-GAAP Reconciliation to TETRA Only Adjusted Free Cash FlowSchedule J: Non-GAAP Reconciliation to TETRA Only Adjusted Free Cash Flow From Continuing OperationsSchedule K: Non-GAAP Reconciliation to TETRA Adjusted EBITDA Margins and Adjusted Income (Loss) Before Tax Margins

Company Overview and Forward-Looking StatementsTETRA 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.

Cautionary Statement Regarding Forward Looking StatementsThis news release includes certain statements that are deemed to be forward-looking statements. Generally, the use of words such as "may," "see," "expectation," "expect," "intend," "estimate," "projects," "anticipate," "believe," "assume," "could," "should," "plans," "targets" or similar expressions that convey the uncertainty of future events, activities, expectations or outcomes identify forward-looking statements that the Company intends to be included within the safe harbor protections provided by the federal securities laws. These forward-looking statements include statements concerning economic and operating conditions that are outside of our control, including the trading price of our common stock; the current significant surplus in the supply of oil and the ability of the OPEC and other oil producing nations to agree on and comply with supply limitations; the duration and magnitude of the unprecedented disruption in the oil and gas industry currently, which is negatively impacting our business; the availability of adequate sources of capital to us; expected customer drilling activity, resumption of shut-in oil production and capital spending and maintenance spending for 2020 and 2021, the planned sale of idle compression equipment; the availability of raw materials and labor at reasonable prices; risks related to acquisitions and our growth strategy; restrictions under our debt agreements and the consequences of any failure to comply with debt covenants; the effect and results of litigation, regulatory matters, settlements, audits, assessments, and contingencies; risks related to our foreign operations; information technology risks including the risk of cyber-attacks; the severity and duration of the COVID-19 pandemic and related economic repercussions and the resulting negative impact on the demand for oil and gas; operational challenges relating to the COVID-19 pandemic and efforts to mitigate the spread of the virus, including logistical challenges, protecting the health and well-being of our employees, remote work arrangements, performance of contracts, and supply chain disruptions; other global or national health concerns; and projections concerning the Company's business activities, financial guidance, estimated earnings, earnings per share, and statements regarding the Company's beliefs, expectations, plans, goals, future events and performance, and other statements that are not purely historical. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, 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 Reports on Form 10-K, as well as other risks identified from time to time in its reports on Form 10-Q and Form 8-K filed with the Securities and Exchange Commission.

Schedule A: Consolidated Income Statement (Unaudited)

Three Months Ended Nine Months Ended

Sep 30, Jun 30, Sep 30, Sep 30, Sep 30, 2020 2020 2019 2020 2019

(In Thousands, Except per Share Amounts)

Revenues $152,601 $192,441 $245,947 $567,984 $778,471



Cost of sales, services, and 102,982 133,892 170,313 385,568 553,709 rentals

Depreciation, amortization, 29,604 29,842 30,867 88,906 93,312 and accretion

Impairments and other 97 8,977 849 14,445 3,306 charges

Insurance (52) (591) (1,042) (643) (1,392) recoveries

Total cost of 132,631 172,120 200,987 488,276 648,935 revenues

Gross profit 19,970 20,321 44,960 79,708 129,536



General and administrative25,256 34,014 34,926 88,807 105,498 expense

Interest 17,631 17,586 18,146 53,073 55,054 expense, net

Warrants fair value adjustment - 11 78 (327) (1,035) (income) expense

CCLP Series A Preferred Units fair - - - - 1,309 value adjustment expense

Other (income)(2,137) 3,839 (690) 2,141 (1,014) expense, net

Loss before taxes and (20,780) (35,129) (7,500) (64,986) (30,276) discontinued operations

Provision for 645 2,001 1,579 3,800 5,678 income taxes

Loss before discontinued (21,425) (37,130) (9,079) (68,786) (35,954) operations

Discontinued operations:

Loss from discontinued (173) 163 (9,130) (155) (9,901) operations, net of taxes

Net loss (21,598) (36,967) (18,209) (68,941) (45,855)

Less: loss attributable to 8,296 15,712 2,378 32,833 12,273 noncontrolling interest

Net loss attributable $(13,302)$(21,255)$(15,831) $(36,108)$(33,582)to TETRA stockholders



Basic per share information:

Loss before discontinued operations $(0.10) $(0.17) $(0.06) $(0.29) $(0.19) attributable to TETRA stockholders

Loss from discontinued operations $0.00 $0.00 $(0.07) $0.00 $(0.08) attributable to TETRA stockholders

Net loss attributable $(0.10) $(0.17) $(0.13) $(0.29) $(0.27) to TETRA stockholders

Weighted average shares125,893 125,886 125,568 125,789 125,620 outstanding



Diluted per share information:

Loss before discontinued operations $(0.10) $(0.17) $(0.06) $(0.29) $(0.19) attributable to TETRA stockholders

Loss from discontinued operations $0.00 $0.00 $(0.07) $0.00 $(0.08) attributable to TETRA stockholders

Net loss attributable $(0.10) $(0.17) $(0.13) $(0.29) $(0.27) to TETRA stockholders

Weighted average shares125,893 125,886 125,568 125,789 125,620 outstanding



Schedule B: Financial Results By Segment (Unaudited)

Revenues by segment:

Completion Fluids & $51,950 $71,346 $59,340 $198,533 $200,688 Products Division

Water & Flowback 21,534 24,723 72,841 103,724 224,643 Services Division

Compression 79,117 96,372 113,766 265,727 353,140 Division

Eliminations - - - - - and other

Total revenues$152,601 $192,441 $245,947$567,984 $778,471



Gross profit (loss) by segment:

Completion Fluids & $16,196 $20,819 $16,181 $62,979 $46,653 Products Division

Water & Flowback (5,714) (4,836) 8,236 (7,283) 24,577 Services Division

Compression 9,755 4,511 20,710 24,645 58,804 Division

Corporate overhead and (267) (173) (167) (633) (498) eliminations

Total gross $19,970 $20,321 $44,960 $79,708 $129,536 profit



Income (loss) before taxes by segment:

Completion Fluids & $11,756 $13,202 $11,318 $44,354 $32,118 Products Division

Water & Flowback (7,746) (8,418) 2,578 (18,408) 7,269 Services Division

Compression (11,321) (23,006) (3,464) (47,117) (14,748) Division

Corporate overhead and (13,469) (16,907) (17,932) (43,815) (54,915) eliminations

Total income (loss) before $(20,780)$(35,129)$(7,500)$(64,986)$(30,276)taxes



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 (September 30, 2020 Unaudited)

September 30, December 31, 2020 2019

(In Thousands)

Balance Sheet:

Cash (excluding restricted cash) $75,165 $17,704

Accounts receivable, net 108,222 175,918

Inventories 113,020 136,510

Other current assets 21,235 21,222

PP&E, net 674,568 758,637

Operating lease right-of-use assets 78,867 68,131

Other assets 90,463 93,800

Total assets $1,161,540 $1,271,922



Liabilities of discontinued operations $1,852 $2,098

Other current liabilities 130,216 186,625

Long-term debt ^(1) 843,216 842,871

Long-term portion of asset retirement 12,973 12,762 obligations

Warrants liability 123 449

Operating lease liabilities 64,200 53,919

Other long-term liabilities 13,785 10,372

Equity 95,175 162,826

Total liabilities and equity $1,161,540 $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 are net of deferred financing costs.

September 30, December 31, September 30, 2020 2019 2019

(In Thousands)

TETRA

Asset-Based Credit $ - $- $ 8,585 Agreement

Term Credit Agreement 206,273 204,633 204,112

TETRA total debt 206,273 204,633 212,697

Less current portion - - -

TETRA total long-term debt $ 206,273 $204,633 $ 212,697



CSI Compressco LP

CCLP Credit Agreement - 2,622 10,559

7.25% Senior Notes 79,893 291,444 291,028

7.50% Senior Notes 399,640 344,172 343,988

Second Lien Notes 157,410 - -

Total debt 636,943 638,238 645,575

Less current portion - - -

CCLP total long-term debt $ 636,943 $638,238 $ 645,575

Consolidated total $ 843,216 $842,871 $ 858,272 long-term debt

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

September 30, 2020

Income (loss) Provision Net Income before taxes(Benefit)NoncontrollingAttributableDiluted and for Tax Interest to TETRA EPS discontinued Stockholders operations

(In Thousands, Except per Share Amounts)

Income (loss) attributable to TETRA stockholders, excluding$(17,867) $645 $(7,678) $(10,834) $(0.09)special items and discontinued operations

Stock warrant fair - - - - 0.00 value adjustment

Transaction and other 78 - (25) 103 0.00 expenses

Impairments and other (97) - - (97) 0.00 charges

Bad Debt - - - - 0.00

Restructuring charges (1,061) - (190) (871) (0.01)

Debt refinancing - - - - 0.00

Severance (1,833) - (403) (1,430) (0.01)

Net income (loss) before discontinued $(20,780) $645 $(8,296) $(13,129) $(0.10)operations

Loss from discontinued (173) (0.00) operations

Net Income (loss) attributable to TETRA $(13,302) $(0.10)stockholders, as reported



Three Months Ended

June 30, 2020

Income (loss) Provision Net Income before taxes(Benefit)NoncontrollingAttributableDiluted and for Tax Interest to TETRA EPS discontinued Stockholders operations

(In Thousands, Except per Share Amounts)

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

Stock warrant fair (11) - - (11) 0.00 value adjustment

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

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

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

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

Bad debt (2,800) - - (2,800) (0.02)

Debt refinancing (4,754) - (3,184) (1,570) (0.01)

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

Loss from discontinued 163 0.00 operations

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



Three Months Ended

September 30, 2019

Income (loss) Provision Net Income before taxes(Benefit)NoncontrollingAttributableDiluted and for Tax Interest to TETRA EPS discontinued Stockholders operations

(In Thousands, Except per Share Amounts)

Income (loss) attributable to TETRA $(4,143) $(871) $(354) $(2,918) $(0.02)stockholders, excluding unusual charges

Stock warrant fair (78) (16) - (62) 0.00 value adjustment

5% Cash redemption on (341) (72) (238) (31) 0.00 CCLP Series A Preferred

Lee Plant facility 736 155 - 581 0.00 vandalism

Transaction expense (643) (135) (152) (356) 0.00

Severance (339) (71) (70) (198) 0.00

Bad debt (1,844) (387) (1,057) (400) 0.00

Impairments and other (848) (178) (507) (163) 0.00 charges

Effect of deferred tax valuation allowance and- 3,154 - (3,154) (0.03) other related tax adjustments

Net income (loss) before discontinued $(7,500) $1,579 $(2,378) $(6,701) $(0.06)operations

Loss from discontinued (9,130) (0.07) operations

Net Income (loss) attributable to TETRA $(15,831) $(0.13)stockholders, as reported

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

Three Months Ended

September 30, 2020

Income Adjusted Adjusted Equity Net Income Tax (Loss) ImpairmentsIncome Interest Adjusted (Loss), as ProvisionBefore Tax,& Special (Loss) Expense DepreciationCompensationEBITDA reported as ReportedCharges Before Tax & AmortizationExpense

(In Thousands)

Completion Fluids & $11,756 $ 729 $12,485 $(291) $ 1,710 $- $13,904Products Division

Water & Flowback (7,746) 274 (7,472) (77) 7,584 - 35 Services Division

Compression (11,321) 879 (10,442) 13,293 19,948 143 22,942 Division

Eliminations 3 - 3 - (3) - - and other

Subtotal (7,308) 1,882 (5,426) 12,925 29,239 143 36,881

Corporate and (13,472) 1,031 (12,441) 4,706 173 983 (6,579) other

TETRA excluding $(21,425)$645 $(20,780)$ 2,913 $(17,867)$17,631$ 29,412 $1,126 $30,302Discontinued Operations



Three Months Ended

June 30, 2020

Income Adjusted Adjusted Adjusted Equity Net Income Tax (Loss) ImpairmentsIncome Interest Adjusted (Loss), as ProvisionBefore Tax,& Special (Loss) Expense, DepreciationCompensationEBITDA reported as ReportedCharges Before Tax Net & AmortizationExpense

(In Thousands)

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

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

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

Eliminations 2 - 2 - - - 2 and other

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

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

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



Three Months Ended

September 30, 2019

Income Adjusted Adjusted Equity Net Income Tax (Loss) ImpairmentsIncome Interest Adjusted (Loss), as ProvisionBefore Tax,& Special (Loss) Expense DepreciationCompensationEBITDA reported as ReportedCharges Before Tax & AmortizationExpense

(In Thousands)

Completion Fluids & $11,318 $ (736) $10,582 $(216) $ 3,676 $- $14,042Products Division

Water & Flowback 2,578 76 2,654 (2) 8,568 - 11,220 Services Division

Compression (3,464) 3,597 133 12,869 18,459 (211) 31,250 Division

Eliminations (1) - (1) - (3) - (4) and other

Subtotal 10,431 2,937 13,368 12,651 30,700 (211) 56,508

Corporate and (17,931) 379 (17,552) 5,495 167 1,539 (10,351)other

TETRA excluding $(9,079) $1,579 $(7,500) $ 3,316 $(4,184) $18,146$ 30,867 $1,328 $46,157Discontinued Operations





*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 September 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.

September 30, 2020

TETRA CCLP Consolidated

(In Millions)

Non-restricted cash $58.5 $16.7 $75.2



Carrying value of long-term debt:

Asset-Based Credit Agreement - - -

Term Credit Agreement 206.3 - 206.3

Senior Notes outstanding - 636.9 636.9

Net debt $147.8$620.2$768.0

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

Three Months Ended Nine Months Ended

Sep 30, Jun 30, Sep 30, Sep 30, Sep 30, 2020 2020 2019 2020 2019

(In Thousands)

Consolidated

Net cash provided (used) by operating $4,440 $38,211$46,605$64,827$83,590activities

Capital expenditures, 16,990 (3,332) (27,650)2,693 (87,040)net of sales proceeds

Consolidated adjusted $21,430 $34,879$18,95567,520 (3,450) free cash flow



CSI Compressco LP

Net cash provided (used) by operating $(4,451)$4,823 $27,44413,729 67,461 activities

Capital expenditures, 18,550 (1,125) (20,867)10,942 (60,453)net of sales proceeds

CSI Compressco free $14,099 $3,698 $6,577 24,671 7,008 cash flow



TETRA Only

Cash from operating $8,891 $33,388$19,16151,098 16,129 activities

Investment in CCLP - - (2,830) - (13,972)Compressors

Capital expenditures, (1,560) (2,207) (6,783) (8,249) (26,587)net of sales proceeds

Free cash flow 7,331 31,181 9,548 42,849 (24,430)

Distributions from CSI168 169 169 506 506 Compressco LP

TETRA Only Adjusted $7,499 $31,350$9,717 43,355 (23,924)Free Cash Flow

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

Three Months Ended Nine Months Ended

Sep 30, Jun 30, Sep 30, Sep 30, Sep 30, 2020 2020 2019 2020 2019

(In Thousands)

TETRA Only

Cash from operating $8,891$33,388$19,161$51,098$16,129 activities

Less: Discontinued operations operating (173) 163 (32) (155) (803) activities (adjusted EBITDA)

Cash from continued 9, 064 33,225 19,193 51,253 16,932 operating activities

Less: Continuing operations capital (1,560)(2,207) (6,783) (8,249) (26,587) expenditures

Less: Investment in - - (2,830) - (13,972) CCLP Compressors

Distributions from CSI168 169 169 506 506 Compressco LP

TETRA Only Adjusted Free Cash Flow From $7,672$31,187$9,749 $43,510$(23,121)Continuing Operations

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

Three Months Ended

Sep 30, Jun 30, Sep 30, 2020 2020 2019

(In Thousands)



Consolidated

Revenue $152,601 $192,441 $245,947

Income (loss) before tax (20,780) (35,129) (7,500)

Adjusted income (loss) before tax (17,867) (14,259) (4,184) (Schedule G)

Adjusted EBITDA (Schedule G) 30,302 35,259 46,157

Income (Loss) Before Tax Margin (13.6) %(18.3) %(3.0) %

Adjusted Income (Loss) Before Tax (11.7) %(7.4) %(1.7) %Margin

Adjusted EBITDA Margin 19.9 %18.3 %18.8 %



Completion Fluids & Products

Revenue $51,950 $71,346 $59,340

Income (loss) before tax 11,756 13,202 11,318

Adjusted income (loss) before tax 12,485 16,512 10,582 (Schedule G)

Adjusted EBITDA (Schedule G) 13,904 18,303 14,042

Income (Loss) Before Tax Margin 22.6 %18.5 %19.1 %

Adjusted Income (Loss) Before Tax 24.0 %23.1 %17.8 %Margin

Adjusted EBITDA Margin 26.8 %25.7 %23.7 %



Water & Flowback Services

Revenue $21,534 $24,723 $72,841

Income (loss) before tax (7,746) (8,418) 2,578

Adjusted income (loss) before tax (7,472) (7,215) 2,654 (Schedule G)

Adjusted EBITDA (Schedule G) 35 400 11,220

Income (Loss) Before Tax Margin (36.0) %(34.0) %3.5 %

Adjusted Income (Loss) Before Tax (34.7) %(29.2) %3.6 %Margin

Adjusted EBITDA Margin 0.2 %1.6 %15.4 %



Compression

Revenue $79,117 $96,372 $113,766

Income (loss) before tax (11,321) (23,006) (3,464)

Adjusted income (loss) before tax (10,442) (7,270) 133 (Schedule G)

Adjusted EBITDA (Schedule G) 22,942 26,316 31,250

Income (Loss) Before Tax Margin (14.3) %(23.9) %(3.0) %

Adjusted Income (Loss) Before Tax (13.2) %(7.5) %0.1 %Margin

Adjusted EBITDA Margin 29.0 %27.3 %27.5 %

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SOURCE TETRA Technologies, Inc.