Good morning and welcome to the TETRA Technologies Second Quarter 2016 Results Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today’s presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Stuart Brightman, President & CEO. Please go ahead.

Thank you, Bianca. Welcome to the TETRA Technologies second quarter 2016 earnings conference call. Elijio Serrano, our Chief Financial Officer is also in attendance this morning and will be available to address any of your questions, as well as Joseph Elkhoury, our Chief Operating Officer. I'll provide a brief overview of our second quarter results then turn it over to Elijio for some additional details, which in turn will be followed by your questions. I must first remind you that this conference call may contain certain statements that are or may be deemed to be forward-looking statements. These statements are based on certain assumptions and analyses made by TETRA and are based on a number of factors. These statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Company. You are cautioned that such statements are not guarantees of future performance and that actual results may differ materially for those projected in the forward-looking statements. In addition, in the course of the call, we may refer to net debt, free cash flow, adjusted EBITDA, adjusted profit before tax or adjusted earnings per share or other non-GAAP financial measures. Please refer to this morning's press release or to our public Web site for reconciliations of non-GAAP financial measures to the nearest GAAP measures. These reconciliations are not a substitute for financial information prepared in accordance with GAAP and should be considered within the context of our complete financial results for the period. In my remarks, I would like to cover an overview of the second quarter and our perspective on the second half of the year. Overall our results for the second quarter were consistent with our internal expectations. Sequentially we improved our EBITDA and remain on-track to achieve our free cash…

Thanks Stuart. TETRA revenue of $175 million increased 4% sequentially reflecting our traditional seasonal increase from Offshore Services that offset declines by production testing and compression. We expect Offshore to show another sequential increase consistent with our historical trends, where the third-party represents peak activity levels. Fluids was up 3% sequentially on a traditional ramp-up in industrial activity in Europe. We expect some meaningful increase in fluids in the third quarter as the decline in industrial Europe activities would be more than offset with the Neptune project that we're currently working on in the Gulf of Mexico,, in addition to the Water Management project that we're on in the Permian Basin. Adjusted EBITDA excluding Maritech in the second quarter was $32.9 million, up $13.5 million from the first quarter driven by a $7.9 million improvement with Offshore Services and a $6.4 million reduction in companywide G&A expenses. The reduction in G&A expenses was a combination of continued aggressive reductions and cost controls, including lower audit, legal and consultant expenses. We have implemented several long-term sustainable cost reduction actions as we have collapsed back office support and filled G&A costs. In addition, we have implemented some temporary cost reduction actions to reduce cash incentive compensation, reduce work weeks, eliminated the 401(k) match and temporarily reduced our salaries. First quarter companywide SG&A was $33.6 million. As a result of all the actions I have mentioned, second quarter SG&A was $27.2 million, a reduction of 19% or $6.4 million. Approximately $600,000 of unusual charges were incurred in the second quarter that were normalized when reporting adjusted EPS. We expect that in the next two quarters SG&A will be approximately $29 million. Consolidated adjusted EBITDA was 18.8% of revenue in the second quarter compared to 11.5% in the first quarter. The reconciliation of adjusted…

And with that, I think we’re available for any questions?

We will now begin the question-and-answer session. [Operator Instructions] Our first question comes from Jacob Lundberg with Credit Suisse. Please go ahead.

So we heard a little bit earlier in the earnings season from some of your competitors on P&A activity in the Gulf of Mexico. I was wondering, could you just comment on what you've been seeing there, anything abnormal beyond sort of typical seasonality?

I think we've seen in certain areas where we have had some pick up, in other areas it has been challenging, I would say overall our heavy lift demand has been good and we have a good backlog going into the fourth quarter, diving has been about as expected and I'd say the P&A side with the wells has been lower demand than we had thought. In the cutting side, we've introduced some new brace of cutting system that we're getting good reviews on. And we've got a couple of projects out there we're looking that possibly could help us next year and also as I said we've got demand on the diving side where we felt confident to bring a short term lease on a diving vessel. And I think overall the wild card in all this is on the regulatory side with the NTL that Bessie brought out on increased bonding and financial security. So, I think there is going to be a lot of choppiness in the short-term as our customers work through the impact on them and the timing of getting that work done given some of the challenging balance sheets that are out there.

And then for a follow-up, I'm just wondering so after the balance sheet restructuring actions in the second quarter, it had been to maintain ample liquidity in case there was a renewed downturn or prepare for the upturn. Just wondering if, with those restructuring actions, if we don't have another leg down in activity, has that changed at all the way you're thinking about how to handle the Maritech liability?

I think our approach on Maritech has been fairly consistent and I would expect that would stay there. We're in good shape with what we've done, and what we need to do and our plans are to not spend a lot on that, the balance of the year if we fell we don't need to. If the market picked up faster and the world got a little bit better we may revisit but I think at the moment we're comfortable where we are.

The next question comes from Marc Bianchi with Cowen. Please go ahead.

I guess just thinking about the outlook for the fluids business here in the back half of the year you've got the Neptune projects coming on, some water recycling business. Could you maybe talk in a little bit more detail about the timing of the Neptune projects? Is there one or two? How many are we talking about here and perhaps something on the order of scale?

Yes, I think we've got Neptune that will go in -- certainly started in the third quarter will most likely go into of the end the third quarter possibly into the four and we've got some other business right now we have one Neptune project that we're executing on several others that we're looking at. And then on the water side as I mentioned in my comments, we've got the project in West Texas that we started, that we think goes well into and possibly through 2017 and we’re looking at how do we leverage that capability with some of the other major operators out there. We’ve always been focused on being the industry leader around the well site for produce water, recycling it and saving cost and we get very good response. Joseph you’d spent a lot of your time in that area recently, you might want to give a little bit more commentary just on the water and the fluid side?

Okay, so Marc this is Joseph. With regards to TETRA CS Neptune, we continue to expand and put some effort on R&D to expand the application and the envelope of CS Neptune, so we have several ongoing discussions with customers in the North Sea and the Gulf of Mexico to review the application of the fluid. We’ve got it to work on one of the projects and we are in the middle of conversations to see whether or not should we pull the trigger on another project moving into 2017. But we feel optimistic about the application and the background effort on R&D. With regards to fluids overall on land, we have continued to expand our Water Management capability through either the introduction of new technology with the patented automated blender and a few other additions that allowed us to win this big project on recycling to produce water we have expanded that. But as Stu mentioned, we deployed the first pad, we are in the middle of the second, deployment. We hope that our achievement so far with that particular customer expand the scope and utilization of that project and eventually impact positively the returns of that particular project, but also enable us to sell that solution to other customers in the U.S. land operation. So that gives you a little bit of an idea about the Gulf of Mexico CS Neptune and some of the Water Management projects we are currently on. Overall in international, we have continued to basically battle the top oilfield services behavior respectively the big oilfield services companies in the international market. In Q2, we have managed to reclaim some of the market share we lost earlier in the year and we hope that will significantly impact our international margins. We believe that we can still do more on that space and we are taking many actions to expand our market share in the North Sea particularly and in the Middle East and Africa.

Maybe just a follow-up on the water recycling project that you're doing in west Texas, when would you expect that to be sort of on its full run rate? And then in terms of expanding the scope of it, when would we know when you would have the opportunity to expand scope on that project?

So when we won the tender it was 160 wells when we deployed the first pad that scope expanded to 259 wells, so we’ve already seen the commitment from our customers to expand the scope in terms of wells that we will treat. In the second deployment we’ve been asked to double the size of what we call the oil separation. So we are already seeing demonstration of the customer being happy with what we have delivered. The second pad will be deployed fully in Q3, and we hope to start the third pad in Q3 moving into Q4 and then we will be fully operational based on the original scope by the beginning of Q1 2017. So, all those give you an indication of how we expect to impact our results moving into the second half and into 2017.

The next question comes from Marshall Adkins with Raymond James. Please go ahead.

Let's come back to the fluids, particularly the Gulf of Mexico. You mentioned the Neptune stuff that is. I want to get a broader sense of your view for recovery in the Gulf of Mexico. And not just for the next couple quarters but into 2017. What is the outlook for your Gulf of Mexico Fluids business?

Yes, I think it's going to be like a lot of others clearly there has been lot less drilling this year and most folks expect that to continue out to next year and hopefully start to see some improvement in ’18. So I'd say our perspective is obviously the completion side we lag the drilling side we do have several projects we're chasing that have already been funded. To me, the kind of the way we bifurcate it is, areas that have already been funded that are going forward and then new investments, the new investments is obviously going to be slow to come. So, our view is we do see some visibility in the second half of the year we feel good. We see some opportunities next year that we feel good about. The overall general activity is going to be challenging just like this year. So, at a high level it is probably going to be somewhat similar to what we've seen in 2016 in the Gulf. Overall activity much less than last year, a few projects that are material and our ability to win those will drive the results. Obviously longer term out a couple of three years we remain bullish in that space above our position, but we think next year will probably look like ’16.

Right, obviously enhanced with the recovery in oil price, which we certainly expect. What about U.S. land, are you seeing any trends there where people are using more of your type fluids on land in the U.S.?

Well, on the water side I think Joseph gave you [Multiple Speakers] a good summary on that. On the product side, we continue to look at areas where we can put nominal footprint that helps us get to the market faster and quicker than we've done some of that in South Texas successfully, we will continue to look at that. We think with our manufacturing footprint, we've got all the basins covered and we've been able to maintain our market share on the downside, I'd say I am seeing indications that there is any unusual demand, or unique demand of specific fluids now as we move into hopefully a little bit higher activity. But the way I look at it is we've got a great position as that market comes back. We'll continue to be positioned well with our manufacturing footprint, but nothing that's demonstrably different than we've seen recently.

Yes and I'll just slip that one last one here on the production testing side in U.S. land, any indication of response and demand for your stuff from completing some of the DUCs that are out there or I guess customer conversations, how is it looking on the production testing side?

Yes, Marshall this is Joseph, we continue to aggressively manage what we can control in this market to be honest with you. We’ve introduced the salary reductions, the reduced work week, schedules, limits, the structural damage we have to our footprint in U.S. land. We expect that this will help us moving into the second half as the market stabilizes and hopefully modestly rebounds. Our customer base is really made out of the most active customers and the more economical base. So the actions we have taken have allowed us to increase that market share. We believe that the DUC inventory has continued to decline somehow in the first half with the lack of drilling, but over the last few weeks we’ve seen signs that that DUC inventory may have stabilized and started to increase again. So that’s really why we’re building a little bit of confidence into saying that there will be a modest growth in completions activity in the second half of the year. At least in U.S. land we have also managed to work with our customers to pick up a few of their most favorite crews and we hope that that will improve our market share positions in the Permian Basin the scoop and the stack. So that gives you a little bit of why we’re saying that we will see a modest improvement in the production testing. On the international side, we have deployed a highly customized, Optima cooling solution for an international customer. We continue to drive that value proposition with other customers. And to be honest, we mentioned in the earnings calls earlier that we have a few visibility to or we have visibility to a few early production facility projects, but with the head stack we’ve seen the commodity reverse to 40. We are becoming less optimistic that those customers and the customer budgets are going to be spent this year.

Our next question comes from Jason Wangler with Wunderlich. Please go ahead.

Maybe just to dovetail on that last question, how are you seeing, specifically in the U.S. the pricing discussions go, are we starting to see some easing on that side of the production testing or is it still pretty much a dog fight out there?

I think overall the customers have really pushed us with a 23% drop in rig count in Q2 with -- this is on top of a 40%, so it can drop in Q1. So the pie has shrunk significantly. We would see the impact of these price concessions moving into Q3 and we hope that those conversations as the activity recovers a little bit will be in the past and we hope that towards the end of the second half that we may be able to start raising some prices to operate in a more positive environment. In fact, we have had a couple of discussions with some of our key customers and it has allowed us to meticulously raise some pricing and some crew charges, so that we work better in partnership. So if those conversations continue, we hope to see some impact towards the end of the year.

And then maybe, Elijio, if I could ask, looking at the free cash flow plans, should we just kind of think about as at least in the near-term something to continue to pay down some of the revolver or just kind of your thoughts about where we should see the use of that free cash flow as it comes in the second half?

Our plans are to continue to pay down the revolver until we see a little bit of clarity of where the market is going, and just continue to be very conservative in the process.

[Operator Instructions] Our next question is from Sean Meakim with JPMorgan. Please go ahead.

Thinking about your margin profile, given all the changes to your cost structure and then some of the new initiatives, perhaps like in fluids, how do you think about incremental margins in a recovery scenario? Are you expecting to see something larger than what you've seen in prior cycles or does the slower recovery in offshore mute some of the impact?

It is a pretty complicated question there Sean. I'd say on fluids we've said a couple of things, one is obviously the second half of the year will be better than last year. We've had record margins that will take us a while and a much better market to get to. I think as you look at the profile going forward on how this market compares to prior cycles you've got the new technology we have in both the Water and the Neptune that we didn’t have the last cycle. So I think that mix of business will be good I think it's going to take us a while as Joseph to kind of get some of that pricing back I think that's going to be the real question is with which customers, on which products and what geographies are we able to do that. Clearly you have heard some of the larger service companies feel somewhat confident that they are on a path to do that, I think we know where those actions are required. We have a game plan, the timing that is going to be really a function of the specific customers and demand and the capacity. But overall, I don't know that if you compare it to prior other than to say we have a very low cost structure. I think our exit rate after this cycle on a companywide cost structure both at the field level and the corporate level is going to be lower than the exit. So, I think there will be some structural advantages to that that kind of gets done in tandem with how fast the pricing is going to change.

Only just to add to Stu on the Gulf of Mexico you are on point Sean. I think 2017 moving any pricing in the Gulf of Mexico with a lack of activity and the depressed commodity price would be very difficult. But on land the same comments we made on production testing will be applicable to land operation.

That makes sense. And then just maybe thinking about compression, you noted maybe some stabilization there as we get to the middle part of the year. Maybe could you give us some of the puts and takes for the second half? And just thinking about the type of contingency planning that you're doing around the covenant for CCLP, if second half EBITDA maybe doesn't pick up as much as you'd hope.

I would take the first question on operations and then I will pass it to Stu to talk about covenants. The focus in that division has remained on cost control like we're seeing utilization, pricing management with our customers. Overall, the working capital and the CapEx reduction and we have significantly focused on market share. In the second quarter the request of price concessions remain high, we believe that we may be at the bottom of the cycle with compression. Our headcount has really dropped by 20% since the beginning of the year through the end of June. We have restructured our sales organization to focus on the authority and accountability and customer relation so that we can crop the revenue in many basins where we are active. The natural gas prices Sean have improved in the second quarter and have remained over $2.5 touching a couple of times close to 3. So we believe that this thing should improve our near-term demand for the lower horsepower segment. We’ve seen an increased interest from numerous customers, for gas lids and wafer recovery applications. Tim mentioned this during the earnings call on Friday and those enquiries are coming from places like the Permian, the Delaware, the Scoop and the Stack. We believe that the gas prices remain positive and improves as we move into the second half, we believe that several customers will increase their budget spend over the near-term and in terms of maybe capital utilization going into 2017.

And Sean with respect to CSI Compressco, we had the earnings conference call on Friday and announced the result of CSI Compressco and we mentioned that EBITDA for bank covenant purposes in the second quarter was $26 million. It was an improvement over where we were in the first quarter. And obviously that annualizes to a very attractive number if you take current activity levels. We believe that we’ve got an excellent relationship with our lender group that includes three of largest banks that are also on the TETRA revolver. If we thought that we are going to have issues in the second half of the year, we believe that we’ll have the support of our bank to take a look at the covenants again but at the current run rate that we’re at, we think we’re in good shape.

And again Sean this as we said earlier, we’ve been very transparent with our banks. We have a lot -- great relationship and I think as what he just said in this comments, we’ve kind of laid the path of last year of how to deal with that extended cycle and we’ve continued to execute with the full support of the financial community. So we feel good about that and we tend to be conservative when it comes to managing the balance sheet.

We have no further questions at this time. This concludes our question-and-answer session. I would like to turn the conference back over to Stuart Brightman for any closing remarks.

Thank you. And as always we all appreciate the good questions and the support and we’ll look forward to updating the group in early November on the actual results from the third quarter. So thanks again.

Thank you for attending today’s presentation. The conference is now concluded. You may now disconnect.