-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PLGJyC0jMy3jePfAWVdA7zhrgXI6Y0WIGutJlV8DkxqyoRs7JnSxvsWUTBbWO5Z9 bKr6nBPJklr3xxFxCK6bNA== 0000844965-04-000035.txt : 20040727 0000844965-04-000035.hdr.sgml : 20040727 20040726091733 ACCESSION NUMBER: 0000844965-04-000035 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040726 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TETRA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000844965 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 742148293 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13455 FILM NUMBER: 04930018 BUSINESS ADDRESS: STREET 1: 25025 I-45N CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813671983 MAIL ADDRESS: STREET 1: 25025 I-45 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 8-K 1 tti2quarter048k.htm TETRA July 26 8-K

 


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): July 26, 2004

 

 

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
0-18335
74-2148293
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

 

25025 Interstate 45 North, Suite 600

The Woodlands, Texas 77380

(Address of Principal Executive Offices and Zip Code)

 

(281) 367-1983

(Registrant's Telephone Number, Including Area Code)

 

 


 

TABLE OF CONTENTS

 

Item 7. Financial Statements and Exhibits

 

Page 1

Item 12. Results of Operations and Financial Condition

Page 1

Signatures

Page 2

Exhibit Index

Page 3

 

 

 

 


Item 7. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number
Description

99.1

 

Press Release, dated July 26, 2004, issued by TETRA Technologies, Inc.

 

Item 12. Results of Operations and Financial Condition.

On July 26, 2004, TETRA Technologies, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of 2004. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information furnished in this Item 12 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Page 1


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TETRA Technologies, Inc.

By: /s/Geoffrey M. Hertel

Geoffrey M. Hertel

President & Chief Executive Officer

Date: July 26, 2004

 

 

 

Page 2


EXHIBIT INDEX

 

Exhibit Number
Description

99.1

 

Press Release, dated July 26, 2004, issued by TETRA Technologies, Inc.

 

 

 

 

 

Page 3

 

EX-99 2 exhibit991.htm Exhibit 99.1

 

Exhibit 99.1

For Immediate Release

TETRA TECHNOLOGIES, INC.

ANNOUNCES SECOND QUARTER 2004 EARNINGS OF $0.22 PER SHARE

 

July 26, 2004 (The Woodlands, Texas), TETRA Technologies, Inc. (“TETRA” or the “Company”) (NYSE: TTI) today announced that its second quarter 2004 earnings were $0.22 per share, fully diluted. The $0.22 corresponds to the $0.27 per share reported in the second quarter of 2003 and the $0.08 per share reported in the first quarter of 2004 (all earnings and net profit amounts in the text portion of this press release are before discontinued operations and the cumulative effect of accounting changes).

Consolidated revenues for the quarter ended June 30, 2004, were $84,098,000 versus the $86,217,000 reported in the second quarter of 2003. Gross profit margins were $18,967,000 in the second quarter of 2004 versus the $23,824,000 reported in the comparable period in 2003. Income from continuing operations for the second quarter of 2004 was $5,097,000 versus the $6,209,000 recorded in the second quarter of 2003.

Consolidated results per share for the second quarter of 2004 were earnings of $0.22 with 23,554,000 weighted average diluted common shares outstanding versus $0.27 with 22,908,000 weighted average diluted common shares outstanding in the second quarter of 2003 (adjusted for stock split in 2003).

Divisional pretax earnings for the second quarter of 2004 versus the second quarter of 2003 were: Fluids – $4,125,000 in 2Q 2004 and $4,089,000 in 2Q 2003; Well Abandonment & Decommissioning – $5,702,000 in 2Q 2004 and $9,686,000 in 2Q 2003; and Testing & Services – $1,417,000 in 2Q 2004 and $1,162,000 in 2Q 2003.

Financial data aggregating the first six months of 2004 versus the comparable data for 2003 is available in the accompanying exhibit to this press release.

Geoffrey M. Hertel, Chief Executive Officer, stated, “During the second quarter, we simultaneously worked to enhance existing operations and began the process of finalizing the purchase of the two largest acquisitions in our corporate history, Compressco, Inc. and a business unit of Kemira Oyj. I am proud to say that the efforts were very successful, even though there was a cost in both personnel utilization and near term earnings.

“Over the last few years, TETRA has positioned itself financially to take advantage of synergistic acquisitions, on its timetable. During the second quarter, the Company acquired Well Pluggers, Inc., which represents a Permian Basin expansion of our onshore well abandonment business. TETRA also acquired Pema Oil Servicios, an expansion of our Venezuelan testing business. Then on July 15, we closed the acquisition of Compressco, Inc. for a total consideration of approximately $109 million (includes about $15.8 million of debt payoff), which was funded from our cash balances and monies obtained under our existing credit facility. We believe the combination of TETRA’s Testing & Services Division and Compressco will allow us to rapidly grow a “production enhancement” business. We continue to work toward a late third quarter or early fourth quarter closing of our acquisition of the European calcium chloride business

 


 

of Kemira Oyj of Helsinki, Finland. This purchase should integrate our Fluids business in that geographic region, in much the same way our existing calcium chloride plants did for our U.S. Fluids operations. We anticipate that all of these acquisitions will be accretive when they are acquired. However, with the transitional costs that will be incurred for each purchase, we do not expect any significant earnings increases from these acquisitions in 2004. In the aggregate, we do anticipate that earnings contributions from this year’s acquisitions will be significant to 2005 (after netting out the associated financing costs).

“Earnings in the second quarter were impacted both positively and negatively by a number of unforeseen factors. However, three items combined to reduce earnings by about $0.06 per diluted share from early second quarter estimates. In the first quarter of this year our largest domestic testing customer dramatically reduced its drilling budget, thus idling a material number of our testing packages. During the quarter, we redeployed this equipment into stronger markets. Also, in our international testing business, an anticipated new contract and a contract extension have been awaiting signature for the past two months. Without these contracts, a portion of our international fleet has been shut down. Finally, we directed Maritech to take immediate advantage of the current improved commodity prices. This entailed reworking and repairing wells and equipment to maximize production. Heretofore, we were spreading these costs (much of which was expensed) over a number of quarters. The bad news was that second quarter earnings were negatively impacted by these costs. The good news is that Maritech is currently producing at an all time high level.

“We anticipate dramatically improved financial results in the second half of this year versus the first half of 2004. The impact of an improving fluids market, more consistent abandonment results, improved testing results and modest earnings from recent acquisitions should all contribute to a better second half in 2004. At the present time, we are estimating per share profits of $0.60 – $0.70 for the last half of 2004 versus the $0.30 earned during the first half of the year,” concluded Hertel.

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

This press release includes certain statements that are deemed to be forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performances and that actual results or developments may differ materially from those projected in the forward-looking statements. Some of the factors that could affect actual results are described in the section titled “Certain Business Risks” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Page 2


 

 

Three Months Ended June 30,

Six Months Ended June 30,

 
 

2004

2003

2004

2003

 
 

(In Thousands, Except Per Share Amounts)

 

Revenues

               

Fluids Division

$34,037

$31,304

$68,035

$59,599

WA&D Division

37,676

44,018

60,432

69,368

Testing & Services Division

12,534

11,312

25,853

22,508

Eliminations and other

(149

)

(417

)

(261

)

(766

)

Total revenues

84,098

86,217

154,059

150,709

 

Gross Profit

Fluids Division

7,306

7,725

14,693

14,213

WA&D Division

8,754

13,599

12,471

18,275

Testing & Services Division

2,921

2,498

6,677

4,798

Eliminations and other

(14

)

2

(25

)

(9

)

Total gross profit

18,967

23,824

33,816

37,277

 

General and administrative expense

11,882

14,060

23,816

24,061

Operating income

7,085

9,764

10,000

13,216

 

Interest expense (income), net

(90

)

68

 

(184

)

277

Other expense (income)

(378

)

83

(331

)

(467

)

 

** Income before taxes, discontinued operations and cumulative effect of change in accounting principle

7,553

9,613

10,515

13,406

 

Provision for income taxes

2,456

3,404

3,522

4,742

 

Income before discontinued operations and cumulative effect of change in accounting principle

5,097

6,209

6,993

8,664

 

Discontinued operations:

Income (loss) from discontinued operations, net of taxes

(218

)

55

(346

)

(514

)

 

Net income before cumulative effect of accounting change

4,879

6,264

6,647

8,150

Cumulative effect of change in accounting principle, net of taxes

(1,464

)

 

Net income

$4,879

$6,264

$6,647

$6,686

 

** Income before taxes, discontinued operations and cumulative effect of change in accounting principle

 

 

 

 

 

 

 

  

Fluids Division

4,125

4,089

8,003

7,444

 

WA&D Division

5,702

9,686

6,065

11,702

 

Testing & Services Division

1,417

1,162

3,621

2,873

 

Corporate overhead

(3,691

)

(5,324

)

(7,174

)

(8,613

)

Total

7,553

9,613

10,515

13,406

 

 

 

 

 

 

 

 

 

  

 

Page 3


 

Three Months Ended June 30,

Six Months Ended June 30,

 
 

2004

2003

2004

2003

 
 

(In Thousands, Except Per Share Amounts)

 

Basic per share information:

             

Income before discontinued operations and cumulative effect of change in accounting principle

$0.23

$0.29

$0.31

$0.40

Income (loss) from discontinued operations

(0.01

)

0.00

(0.01

)

(0.02

)

Cumulative effect of change in accounting principle, net of taxes

(0.07

)

Net income

$0.22

$0.29

$0.30

$0.31

 

Weighted average shares outstanding

22,280

21,741

22,295

21,690

 

Diluted per share information:

Income before discontinued operations and cumulative effect of change in accounting principle

$0.22

$0.27

$0.30

$0.38

Income (loss) from discontinued operations

(0.01

)

0.00

(0.02

)

(0.02

)

Cumulative effect of change in accounting principle, net of taxes

(0.06

)

Net income

$0.21

$0.27

$0.28

$0.30

 

Weighted average shares outstanding

23,554

22,908

23,632

22,613

 

Depreciation, depletion and amortization

$7,511

$7,634

$13,883

$14,956

 

(A) Information presented for each period reflects TETRA's Damp Rid, Inc. and Norwegian process services operations as discontinued operations.

Balance Sheet

 

June 30 , 2004

December 31, 2003

   
(In Thousands)

Cash

 

$36,859

 

$16,925

Accounts receivable, net

 

70,161

 

70,769

Inventories

 

36,169

 

35,116

Other current assets

 

9,970

 

13,991

PP&E, net

 

151,503

 

144,098

Other assets

 

29,216

 

28,700

Total assets

 

$333,878

 

$309,599

 

 

 

Current portion of long-term debt

 

$7

 

$8

Other current liabilities

 

57,730

 

44,681

Long-term debt

 

 

4

Other long-term liabilities

 

58,216

 

54,137

Equity

 

217,925

 

210,769

Total liabilities and equity

 

$333,878

 

$309,599

         

 

 

 

 

 

 

 

 

 

 

 

 

Contact:

TETRA Technologies, Inc., The Woodlands, Texas

Geoffrey M. Hertel, 281/367-1983

Fax: 281/364-4398

www.tetratec.com

###

Page 4


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