Select Energy Services (WTTR) 10-Q 8 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 06, 2019
Document and Entity Information
Entity Registrant Name	Select Energy Services, Inc.
Entity Central Index Key	0001693256
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Class A Common Stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		79,979,465
Class B Common Stock
Document and Entity Information
Entity Common Stock, Shares Outstanding		26,026,843

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 15,683	$ 17,237
Accounts receivable trade, net of allowance for doubtful accounts of $5,580 and $5,329, respectively	347,703	341,711
Accounts receivable, related parties	1,634	1,119
Inventories	42,520	44,992
Prepaid expenses and other current assets	26,365	27,093
Total current assets	433,905	432,152
Property and equipment	1,071,777	1,114,378
Accumulated depreciation	(595,332)	(611,530)
Property and equipment held-for-sale, net	13,733
Total property and equipment, net	490,178	502,848
Right-of-use assets	72,341
Goodwill	266,934	273,801
Other intangible assets, net	145,408	148,377
Other assets	3,186	3,427
Total assets	1,411,952	1,360,605
Current liabilities
Accounts payable	64,694	53,847
Accrued accounts payable	48,162	62,536
Accounts payable and accrued expenses, related parties	7,375	5,056
Accrued salaries and benefits	25,666	22,113
Accrued insurance	13,359	14,849
Sales tax payable	2,530	5,820
Accrued expenses and other current liabilities	9,415	14,560
Current operating lease liabilities	21,959
Current portion of finance lease obligations	743	938
Total current liabilities	193,903	179,719
Long-term operating lease liabilities	70,641	16,752
Other long-term liabilities	7,295	8,361
Long-term debt	25,000	45,000
Total liabilities	296,839	249,832
Commitments and contingencies (Note 10)
Additional paid-in capital	818,556	813,599
Retained earnings	19,788	18,653
Accumulated other comprehensive deficit	(314)	(368)
Total stockholders’ equity	839,090	832,934
Noncontrolling interests	276,023	277,839
Total equity	1,115,113	1,110,773
Total liabilities and equity	1,411,952	1,360,605
Class A Common Stock
Current liabilities
Common stock	800	790
Total equity	800	790
Class B Common Stock
Current liabilities
Common stock	260	260
Total equity	$ 260	$ 260

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Allowance for doubtful accounts	$ 5,580	$ 5,329
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Class A Common Stock
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	350,000,000	350,000,000
Common Stock, Shares, Issued	79,998,292	78,956,555
Common Stock, Shares, Outstanding	79,998,292	78,956,555
Class A-2 Common Stock
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	40,000,000	40,000,000
Common Stock, Shares, Issued	0	0
Common Stock, Shares, Outstanding	0	0
Class B Common Stock
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	26,026,843	26,026,843
Common Stock, Shares, Outstanding	26,026,843	26,026,843

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenue
Total revenue	$ 362,646	$ 376,395
Costs of revenue
Depreciation and amortization	31,518	30,882
Total costs of revenue	316,649	328,446
Gross profit	45,997	47,949
Operating expenses
Selling, general and administrative	32,376	25,681
Depreciation and amortization	1,000	541
Impairment of goodwill	4,396
Impairment of property and equipment	519
Impairment of cost-method investment		2,000
Lease abandonment costs	1,073	1,124
Total operating expenses	39,364	29,346
Income from operations	6,633	18,603
Other income (expense)
Llosses on sale of property and equipment, net	(4,491)	(554)
Interest expense, net	(1,093)	(1,151)
Foreign currency gain (loss), net	260	(400)
Other income, net	269	96
Income before income tax expense	1,578	16,594
Income tax expense	(178)	(462)
Net income	1,400	16,132
Less: net income attributable to noncontrolling interests	(265)	(6,033)
Net income attributable to Select Energy Services, Inc.	1,135	10,099
Water services
Revenue
Total revenue	220,595	218,230
Costs of revenue
Costs of revenue	163,121	164,630
Water infrastructure
Revenue
Total revenue	53,616	54,057
Costs of revenue
Costs of revenue	41,430	40,096
Oilfield chemicals
Revenue
Total revenue	66,829	63,630
Costs of revenue
Costs of revenue	59,527	57,084
Other
Revenue
Total revenue	21,606	40,478
Costs of revenue
Costs of revenue	21,053	35,754
Class A Common Stock
Other income (expense)
Net income attributable to Select Energy Services, Inc.	$ 1,135	$ 9,097
Net income per share attributable to common stockholders (Note 16):
Basic	$ 0.01	$ 0.15
Diluted	$ 0.01	$ 0.15
Class A-2 Common Stock
Other income (expense)
Net income attributable to Select Energy Services, Inc.		$ 1,002
Net income per share attributable to common stockholders (Note 16):
Basic		$ 0.15
Diluted		$ 0.15

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Net income	$ 1,400	$ 16,132
Other comprehensive income
Foreign currency translation adjustment, net of tax of $0	54	(259)
Net change in unrealized gain (loss)	54	(259)
Comprehensive income	1,454	15,873
Less: comprehensive income attributable to noncontrolling interests	(275)	(5,936)
Comprehensive income attributable to Select Energy Services, Inc.	$ 1,179	$ 9,937

CONSOLIDATED STATEMENTS OF CO_2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment, tax amount	$ 0	$ 0

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)	Class A Common StockConversion of Class A-1 to Class A	Class A Common Stock	Class A-2 Common StockConversion of Class A-1 to Class A	Class A-2 Common Stock	Class B Common Stock	Total Stockholders’ Equity	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests	Total
Beginning balance at Dec. 31, 2017		$ 592,000		$ 67,000	$ 404,000	$ 656,647,000	$ 673,141,000	$ (17,859,000)	$ 302,000	$ 406,722,000	$ 1,063,369,000
Beginning balance (in shares) at Dec. 31, 2017		59,182,176		6,731,845	40,331,989
Conversion of common stock	$ 67,000		$ (67,000)
Conversion of common stock (in shares)	6,731,839		(6,731,839)
Equity-based compensation						1,542,000	1,542,000			939,000	2,481,000
Issuance of restricted shares		$ 3,000				1,424,000	1,421,000			(1,424,000)
Issuance of restricted shares (in shares)		331,389
Exercise of restricted stock units						2,000	2,000			(2,000)
Exercise of restricted stock units (in shares)		27,235
Stock options exercised						81,000	81,000			49,000	130,000
Stock options exercised (in shares)		19,398
Repurchase of common stock				$ (6)		(222,000)	(222,000)			(42,000)	(264,000)
Repurchase of common stock ( in shares)		(15,234)
Restricted shares forfeited						(70,000)	(70,000)			70,000
Restricted shares forfeited (in shares)		(18,640)
Noncontrolling interest in subsidiary										(161,000)	(161,000)
Foreign currency translation adjustment						(259,000)			(259,000)	(158,000)	(417,000)
Net income						10,099,000		10,099,000		6,033,000	16,132,000
Ending balance at Mar. 31, 2018		$ 662,000			$ 404,000	669,244,000	675,895,000	(7,760,000)	43,000	412,026,000	1,081,270,000
Ending balance (in shares) at Mar. 31, 2018		66,258,163			40,331,989
Beginning balance at Dec. 31, 2018		$ 790,000			$ 260,000	832,934,000	813,599,000	18,653,000	(368,000)	277,839,000	1,110,773,000
Beginning balance (in shares) at Dec. 31, 2018		78,956,555			26,026,843
ESPP shares issued						29,000	29,000			(2,000)	27,000
ESPP shares issued (in shares)		2,810
Equity-based compensation						3,154,000	3,154,000			1,025,000	4,179,000
Issuance of restricted shares		$ 11,000				3,036,000	3,025,000			(3,036,000)
Issuance of restricted shares (in shares)		1,169,777
Exercise of restricted stock units						2,000	2,000			(2,000)
Exercise of restricted stock units (in shares)		625
Repurchase of common stock		$ (1,000)				(1,245,000)	(1,244,000)			29,000	(1,216,000)
Repurchase of common stock ( in shares)		(125,786)
Restricted shares forfeited						(15,000)	(15,000)			15,000
Restricted shares forfeited (in shares)		(5,689)
Distributions to noncontrolling interests, net										(121,000)	(121,000)
NCI income tax adjustment						6,000	6,000			(6,000)
Foreign currency translation adjustment						54,000			54,000	17,000	71,000
Net income						1,135,000		1,135,000		265,000	1,400,000
Ending balance at Mar. 31, 2019		$ 800,000			$ 260,000	$ 839,090,000	$ 818,556,000	$ 19,788,000	$ (314,000)	$ 276,023,000	$ 1,115,113,000
Ending balance (in shares) at Mar. 31, 2019		79,998,292			26,026,843

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities
Net income	$ 1,400	$ 16,132
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization	32,518	31,423
Net (gain) loss on disposal of property and equipment	(223)	554
Bad debt expense	732	485
Amortization of debt issuance costs	172	172
Inventory write-down	75	266
Equity-based compensation	4,179	2,481
Impairment of goodwill	4,396
Impairment of property and equipment	519
Impairment of cost-method investment		2,000
Loss on divestitures	4,714
Other operating items, net	(270)	117
Changes in operating assets and liabilities
Accounts receivable	(17,390)	(33,691)
Prepaid expenses and other assets	1,706	(1,283)
Accounts payable and accrued liabilities	4,059	16,549
Net cash provided by operating activities	36,587	35,205
Cash flows from investing activities
Working capital settlement	691
Proceeds received from divestitures	15,957
Purchase of property and equipment	(36,510)	(32,612)
Proceeds received from sale of property and equipment	3,209	1,609
Net cash used in investing activities	(16,653)	(31,003)
Cash flows from financing activities
Borrowings from revolving line of credit	5,000
Payments on long-term debt	(25,000)
Payments of finance lease obligations	(285)	(511)
Proceeds from share issuance	27	130
Distributions to noncontrolling interests, net	(121)	(161)
Repurchase of common stock	(1,216)	(264)
Net cash used in financing activities	(21,595)	(806)
Effect of exchange rate changes on cash	107	(53)
Net (decrease) increase in cash and cash equivalents	(1,554)	3,343
Cash and cash equivalents, beginning of period	17,237	2,774
Cash and cash equivalents, end of period	15,683	6,117
Supplemental cash flow disclosure:
Cash paid for interest	1,283	991
Cash (refunds received) paid for income taxes	(365)	344
Supplemental disclosure of noncash investing activities:
Capital expenditures included in accounts payable and accrued liabilities	$ 13,044	$ 9,632

BUSINESS AND BASIS OF PRESENTAT

BUSINESS AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2019
BUSINESS AND BASIS OF PRESENTATION
BUSINESS AND BASIS OF PRESENTATION	NOTE 1—BUSINESS AND BASIS OF PRESENTATION Description of the business : Select Energy Services, Inc. (“we,” “Select Inc.” or the “Company”) was incorporated as a Delaware corporation on November 21, 2016. The Company is a holding company whose sole material asset consists of a membership interest in SES Holdings, LLC (“SES Holdings” or the “Predecessor”). We are a leading provider of water-management solutions to the oil and gas industry in the United States (“U.S.”). We also develop, manufacture and deliver chemical solutions for use in oil and gas well completions and production operations. Within the major shale plays in the U.S., we believe we are a market leader in water sourcing, water transfer (both by permanent pipeline and temporary hose) and temporary water containment prior to its use in drilling and completion activities associated with hydraulic fracture stimulation or “fracking,” which we refer to collectively as “pre‑frac water services”. In addition, we provide testing and flowback services immediately following the well completion. In most of our areas of operations, we also provide additional complementary water‑related services that support oil and gas well completion and production activities, including monitoring, treatment, hauling, water recycling and disposal. We also manufacture a full suite of specialty chemicals used in the fracturing process, and we provide chemicals needed by our customers to help increase oil and gas production and lower costs over the life of a well. We believe we are the only company in the oilfield services industry that combines water-management services with the ability to develop and provide related chemical products. Select 144A Offering and Initial Public Offering. On December 20, 2016, Select Inc. completed a private placement (the “Select 144A Offering”) of 16,100,000 shares of Select Inc. Class A-1 common stock, par value $0.01 per share (“Class A-1 Common Stock”) at an offering price of $20.00 per share. In conjunction with the Select 144A Offering, SES Holdings’ then existing Class A and Class B units were converted into a single class of common units (the “SES Holdings LLC Units”). SES Holdings issued 16,100,000 SES Holdings LLC Units to Select Inc., and Select Inc. became the sole managing member of SES Holdings. Select Inc. issued 38,462,541 shares of its Class B common stock, par value $0.01 per share (“Class B Common Stock”), to the other member of SES Holdings, SES Legacy Holdings, LLC (“Legacy Owner Holdco”) or one share for each SES Holdings LLC Unit held by Legacy Owner Holdco. Upon the effectiveness of a shelf registration statement registering such shares for resale on June 13, 2017, all shares of Class A-1 Common Stock converted into shares of Class A Common Stock on a one-for-one basis. On April 26, 2017, the Company completed its initial public offering (“IPO”) of 8,700,000 shares of Class A Common Stock at a price of $14.00 per share. On May 10, 2017, the underwriters of the IPO exercised their over-allotment option to purchase an additional 1,305,000 shares of Class A Common Stock at the IPO price of $14.00 per share. Shareholders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters, subject to certain exceptions in the Company’s amended and restated certificate of incorporation. Holders of Class B Common Stock have voting rights only and are not entitled to an economic interest in Select Inc. based on their ownership of Class B Common Stock. Tax Receivable Agreements: In connection with the Company’s restructuring at the Select 144A Offering, Select Inc. entered into two tax receivable agreements (the “Tax Receivable Agreements”) with Legacy Owner Holdco and certain other affiliates of the then-holders of SES Holdings LLC Units (each such person and any permitted transferee thereof, a “TRA Holder,” and together, the “TRA Holders”). On July 18, 2017, the Company’s board of directors approved amendments to each of the Tax Receivable Agreements. See Note 13—Related Party Transactions for further discussion. Exchange rights: Under the Eighth Amended and Restated Limited Liability Company Agreement of SES Holdings (the “SES Holdings LLC Agreement”), Legacy Owner Holdco and its permitted transferees have the right (an “Exchange Right”) to cause SES Holdings to acquire all or a portion of its SES Holdings LLC Units for, at SES Holdings’ election, (i) shares of Class A Common Stock at an exchange ratio of one share of Class A Common Stock for each SES Holdings LLC Unit exchanged, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) cash in an amount equal to the Cash Election Value (as defined within the SES Holdings LLC Agreement) of such Class A Common Stock. Alternatively, upon the exercise of any Exchange Right, Select Inc. has the right (the “Call Right”) to acquire the tendered SES Holdings LLC Units from the exchanging unitholder for, at its election, (i) the number of shares of Class A Common Stock the exchanging unitholder would have received under the Exchange Right or (ii) cash in an amount equal to the Cash Election Value of such Class A Common Stock. In connection with any exchange of SES Holdings LLC Units pursuant to an Exchange Right or Call Right, the corresponding number of shares of Class B Common Stock will be cancelled. 2017 Business Combinations: The Company completed three business combinations during 2017 that significantly increased its size. On March 10, 2017, the Company completed the acquisition of Gregory Rockhouse Ranch, Inc. (the “GRR Acquisition”) and certain other affiliated entities and assets (collectively, the “GRR Entities”) for consideration of $59.6 million. On September 15, 2017, the Company completed the acquisition (the “Resource Water Acquisition”) of Resource Water Transfer Services, L.P. and certain other affiliated assets (collectively, “Resource Water”) for $9.0 million. Additionally, on November 1, 2017, the Company completed its merger (the “Rockwater Merger”) with Rockwater Energy Solutions, Inc. (“Rockwater”) in which the Company combined with Rockwater for total consideration of $620.2 million. Basis of presentation : The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These unaudited interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all disclosures required for financial statements prepared in conformity with GAAP. This Form 10-Q relates to the three months ended March 31, 2019 (the “Current Quarter”) and the three months ended March 31, 2018 (the “Prior Quarter”). The Company’s annual report on Form 10-K for the year ended December 31, 2018 (the “2018 Form 10-K”) filed with the SEC on March 1, 2019, includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this Form 10-Q. All material adjustments (consisting solely of normal recurring adjustments) which, in the opinion of management, are necessary for a fair statement of the results for the interim periods have been reflected. The results for the Current Quarter are not necessarily indicative of the results to be expected for the full year. The unaudited interim consolidated financial statements include the accounts of the Company and all of its majority‑owned or controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. For investments in subsidiaries that are not wholly owned, but where the Company exercises control, the equity held by the minority owners and their portion of net income or loss are reflected as noncontrolling interests. Investments in entities for which the Company does not have significant control or influence are accounted for using the cost method. As of March 31, 2019, the Company had one cost-method investee. The Company’s investments are reviewed for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. When circumstances indicate that the fair value of its investment is less than its carrying value and the reduction in value is other than temporary, the reduction in value is recognized in earnings. Segment reporting: The Company has three operating and reportable segments. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. During the first quarter of 2019, the Company made the decision to sell and wind down certain operations within its Wellsite Services segment, including the operations of its subsidiary Affirm Oilfield Services, LLC (“Affirm”), its Canadian operations and its sand hauling business. As a result, the Company reevaluated its segment structure and changed its reportable segments to Water Services, Water Infrastructure, and Oilfield Chemicals. The Water Services segment consists of the Company’s services businesses including water transfer, flowback and well testing, fluids hauling, containment, and water treatment and monitoring. Additionally, this segment includes the operations of our accommodations and rentals business, which were previously a part of the Wellsite Services segment. The Water Infrastructure segment consists of the Company’s infrastructure assets and ongoing infrastructure development projects, including operations associated with our water sourcing and pipelines, produced water gathering systems and salt water disposal wells. The Oilfield Chemicals segment develops, manufactures and provides a full suite of chemicals used in hydraulic fracturing, stimulation, cementing and well completions, including polymer slurries, crosslinkers, friction reducers, buffers breakers and other chemical technologies, to leading pressure pumping service companies in the United States. The results of our remaining service lines that were previously a part of the Wellsite Services segment including the operations of our Affirm subsidiary, our Canadian operations and our sand hauling business are combined in the “Other” category. The unaudited interim consolidated financial statements in this report reflect our new segment structure, and the statement of operations, statement of comprehensive income and statement of cash flows for the three months ended March 31, 2018 have been restated to reflect our new segment structure. Reclassifications : Certain reclassifications have been made to the Company’s prior period consolidated financial information in order to conform to the current period presentation. These presentation changes did not impact the Company’s consolidated net income, consolidated cash flows, total assets, total liabilities or total stockholders’ equity.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2019
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2—SIGNIFICANT ACCOUNTING POLICIES Significant accounting policies : The Company’s significant accounting policies are disclosed in Note 2 of the consolidated financial statements for the year ended December 31, 2018, included in the Company’s most recent Annual Report on Form 10-K. With the exception of the adoption of the new lease standard discussed in Note 5, there have been no significant changes in such policies or the application of such policies during the Current Quarter. Use of estimates : The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the recoverability of long‑lived assets and intangibles, useful lives used in depreciation and amortization, uncollectible accounts receivable, inventory, income taxes, self‑insurance liabilities, share‑based compensation and contingent liabilities. The Company bases its estimates on historical and other pertinent information that are believed to be reasonable under the circumstances. The accounting estimates used in the preparation of the consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Asset retirement obligations: The Company’s asset retirement obligations (“ARO”) relate to 16 disposal facilities with obligations for plugging wells, removing surface equipment, and returning land to its pre-drilling condition. The following table describes the changes to the Company’s ARO liability for the Current Quarter: Three months ended March 31, 2019 (in thousands) Balance at beginning of year $ 1,898 Accretion expense, included in depreciation and amortization expense 28 Change in estimate — Divestitures (61) Balance at end of period $ 1,865 We review the adequacy of our ARO liabilities whenever indicators suggest that the estimated cash flows underlying the liabilities have changed. The Company’s ARO liabilities are included in accrued expenses and other current liabilities and other long-term liabilities in the accompanying consolidated balance sheets as of March 31, 2019 and as of December 31, 2018, respectively. Recent accounting pronouncements : In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases , which modifies the lease recognition requirements and requires entities to recognize the assets and liabilities arising from leases on the balance sheet and to disclose key qualitative and quantitative information about the entity’s leasing arrangements. Based on the original guidance in ASU 2016-02, lessees and lessors would have been required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, including a number of optional practical expedients. In July 2018, the FASB issued ASU No. 2018-11, Leases (ASC 842): Targeted Improvements, which provides entities with an option to apply the guidance prospectively, instead of retrospectively, and allows for other classification provisions. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-02 in the first quarter of 2019. The Company elected to recognize its lease assets and liabilities on a prospective basis, beginning on January 1, 2019, using the modified retrospective transition method. Additionally, the Company elected practical expedients to (i) exclude right-of-use assets and lease liabilities for short-term leases, (ii) elected to treat lease and non-lease components as a single lease component, (iii) grandfathered its current accounting for land easements that commenced before January 1, 2019, and (iv) used the package of practical expedients to retain prior lease classification, prior treatment of initial direct costs and prior determination of whether a contract constituted a lease. See Note 5—Leases for additional information. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which amends U.S. GAAP by introducing a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable. The amendments are effective for interim and annual reporting periods beginning after December 15, 2019, although it may be adopted one year earlier, and requires a modified retrospective transition approach. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.

ACQUISITIONS AND DIVESTITURES

ACQUISITIONS AND DIVESTITURES	3 Months Ended
	Mar. 31, 2019
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES	NOTE 3—ACQUISITIONS AND DIVESTITURES Business combinations Pro Well Acquisition On November 20, 2018, the Company acquired Pro Well Testing and Wireline, Inc. with an initial payment of $12.4 million, funded with cash on hand (the “Pro Well Acquisition”). During March 2019, upon final settlement, the purchase price was revised to $11.8 million. This acquisition expands the Company’s flowback footprint into New Mexico and adds new strategic customers. The Pro Well Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made significant estimates, judgments and assumptions. Management estimated that total consideration paid exceeded the fair value of the net assets acquired by $1.1 million, with the excess recorded as goodwill. The goodwill recognized was primarily attributable to expanding the Company’s flowback footprint into New Mexico and adding new strategic customers. The assets acquired, liabilities assumed and the results of operations of the acquired business are included in the Company’s Water Services segment. The goodwill acquired is deductible for tax purposes. The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition: Purchase price allocation Amount Consideration transferred (in thousands) Cash paid $ 11,754 Total consideration transferred 11,754 Less: identifiable assets acquired and liabilities assumed Working capital 1,051 Property and equipment 6,588 Customer relationship intangible assets 3,000 Total identifiable net assets acquired 10,639 Goodwill 1,115 Fair value allocated to net assets acquired $ 11,754 Affirm Crane Business Sale On February 26, 2019, the Company closed on the sale of a portion of its Affirm subsidiary that focused on crane operations for a sales price of $11.2 million, with $11.0 million of proceeds received. No gain or loss was recognized and goodwill was reduced by $2.6 million. During 2018, the Affirm crane operations comprised approximately 20% of total Affirm revenue earned during 2018. The sale included property and equipment with a net book value of $6.2 million, working capital, and the assignment of employees, obligations and contracts to the buyer. Canadian Operations Divestiture On March 19, 2019, the Company closed on the sale of a portion of its Canadian operations for a base sales price of $5.8 million with a future adjustment for target working capital. The initial transaction resulted in a $4.7 million loss. The Canadian operations sold comprised approximately 80% of total 2018 Canadian revenue. The sale included property and equipment with a net book value of approximately $5.0 million, working capital, and the assignment of employees, obligations and contracts to the buyer.

REVENUE

REVENUE	3 Months Ended
	Mar. 31, 2019
REVENUE
REVENUE	NOTE 4—REVENUE Effective for the year ended December 31, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , using the modified retrospective adoption method. There was no impact on the consolidated financial statements and no cumulative effect adjustment was recognized. Although most revenue recognition is governed by the new standard, the accommodations and rentals revenue continued to be guided by ASC 842 - Leases , discussed further below. The core principle of Topic 606 is that revenue is recognized when goods or services are transferred to customers in an amount that reflects consideration for which entitlement is expected in exchange for those goods or services. ASU 2014-09 provides a five-step model for determining revenue recognition for arrangements that are within the scope of the standard: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that we will collect the consideration the Company is entitled to in exchange for the goods or services the Company transfers to the customer. The Company elected practical expedients (i) not to access whether immaterial promised goods or services are performance obligations, (ii) not to provide disclosures on remaining performance obligations for contracts that have an original expected duration of one year or less and (iii) to exclude transaction price taxes assessed by governmental authorities as revenue. The following factors are applicable to all three of the Company’s segments for the first quarter of 2019 and 2018, respectively: · The vast majority of customer agreements are short-term, lasting less than one year · Contracts are seldom combined together as virtually all of our customer agreements constitute separate performance obligations. Each job is typically distinct, thereby not interdependent or interrelated with other customer agreements. · Most contracts allow either party to terminate at any time without substantive penalties. If the customer terminates the contract, the Company is unconditionally entitled to the payments for the products delivered to date. · Contract terminations before the end of the agreement are rare · Sales returns are rare and no sales return assets have been recognized on the balance sheet · There are no volume discounts · There are no service-type warranties · There is no long-term customer financing In the Water Services and Water Infrastructure segments, performance obligations arise in connection with services provided to customers in accordance with contractual terms, in an amount the Company expects to collect. Services are generally sold based upon customer orders or contracts with customers that include fixed or determinable prices. Revenues are generated by services rendered and measured based on output generated, which is usually simultaneously received and consumed by customers at their job sites. As a multi-job site organization, contract terms, including pricing for the Company’s services, are negotiated on a job site level on a per-job basis. Most jobs completed in a short period of time, usually between one day and one month. Revenue is recognized as performance obligations are completed on a daily, hourly or per unit basis with unconditional rights to consideration for services rendered reflected as accounts receivable trade, net of allowance for doubtful accounts. In cases where a prepayment is received before the Company satisfies its performance obligations, a contract liability is recorded in accrued expenses and other current liabilities. Final billings generally occur once all of the proper approvals are obtained. No revenue is associated with mobilization or demobilization of personnel and equipment. Rather, mobilization and demobilization are factored into pricing for services. Billings and costs related to mobilization and demobilization is not material for customer agreements that start in one period and end in another. As of March 31, 2019, the Company had no contracts in process lasting over a year. In the Oilfield Chemicals segment, the typical performance obligation is to provide a specific quantity of chemicals to customers in accordance with the customer agreement in an amount the Company expects to collect. Products and services are generally sold based upon customer orders or contracts with customers that include fixed or determinable prices. Revenue is recognized as the customer takes title to chemical products in accordance with the agreement. Products may be provided to customers in packaging or delivered to the customers’ containers through a hose. In some cases, the customer takes title to the chemicals upon consumption from storage containers on their property, where the chemicals are considered inventory until customer usage. In cases where the Company delivers products and recognizes revenue before collecting payment, the Company usually has an unconditional right to payment reflected in accounts receivable trade, net of allowance for doubtful accounts. Customer returns are rare and immaterial and there were no in-process customer agreements at March 31, 2019 lasting greater than one year. The Company accounts for accommodations and rentals agreements as an operating lease. The Company recognizes revenue from renting equipment on a straight-line basis. Accommodations and rental contract periods are generally daily, weekly or monthly. The average lease term is less than one month and as of March 31, 2019, no rental agreements lasted more than a year.

LEASES

LEASES	3 Months Ended
	Mar. 31, 2019
LEASES
LEASES	NOTE 5 —LEASES At March 31, 2019, the Company was the lessee for approximately 720 operating leases, approximately 15 subleases, approximately 80 finance leases and is the lessor for four owned properties. Most of the operating leases either have renewal options of between one and five years or convert to month-to-month agreements at the end of the specified lease term. In addition to normal lease activity, the Affirm and Canadian divestitures occurring in the quarter included the assignment of leases to the buyers. The assigned leases impacted expenses during the quarter but were not included in the March 31, 2019 balance sheet. The Company’s operating leases are primarily for (i) housing personnel for operations, (ii) operational yards for storing and staging equipment, (iii) equipment used in operations, (iv) facilities used for back-office functions and (v) equipment used for back office functions. The Company has determined that it is reasonably certain to exercise future renewal options for approximately three facility leases that it is committed to renewing following 2019 expirations as well as for the corporate office building in Gainesville, Texas. The majority of the Company’s long-term lease expenses are at fixed prices. Leases with an initial term of 12 months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company has a significant number of short-term leases including month-to-month agreements that continue in perpetuity until the lessor or the Company terminates the lease agreement. Due to the volatility of the price of a barrel of oil and the short-term nature of the Company’s jobs, the Company has determined that no short-term leases with indefinite renewals are reasonably certain to last more than a year into the future. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company estimates the incremental borrowing rate based on what it would pay to borrow on a collateralized basis, over a similar term based on information available at lease commencement. The Company previously had an $18.8 million lease obligation associated with certain exit and disposal activities in connection with approximately 17 abandoned facility leases at December 31, 2018. Upon adopting the new lease standard, the former exit-disposal cease use liability was reclassified and factored into the initial right-of-use (“ROU”) asset impairment calculation. The financial impact of leases is listed in the tables below: Balance Sheet Classification As of March 31, 2019 (in thousands) Assets ROU Assets (1) Long-term right-of-use assets $ 72,341 Finance lease assets (2) Property and equipment 1,066 Liabilities Operating lease liabilities ― ST Current operating lease liabilities $ 21,959 Operating lease liabilities ― LT Long-term operating lease liabilities 70,641 Finance lease liabilities ― ST Current portion of finance lease obligations 743 Finance lease liabilities ― LT Other long term liabilities 122 (1) Net of impairment of $17.9 million. (2) Net of accumulated amortization of $1.3 million. Statements of Operations and Cash Flows Classification As of March 31, 2019 (in thousands) Operating lease cost: Operating lease cost ― fixed Cost of revenue and Selling, general and administrative $ 8,059 Lease abandonment costs Lease abandonment costs 1,073 Short-term agreements: Cost of revenue $ 22,898 Finance lease cost: Amortization of leased assets Depreciation and amortization $ 214 Interest on lease liabilities Interest expense, net 4 Lessor income: Sublease income Cost of sales and lease abandonment costs $ 373 Lessor income Cost of sales 111 Statement of cash flows Cash paid for operating leases Operating cash flows $ 8,351 Cash paid for finance leases lease interest Operating cash flows 4 Cash paid for finance leases Financing cash flows Long Term and Discount Rate As of March 31, 2019 Weighted-average remaining lease term (years) Operating leases 4.5 Finance leases 1.2 Weighted-average discount rate Operating leases 5.3 % Finance leases 5.2 % The Company has the following operating and finance lease commitments as of March 31, 2019: Three months ending March 31, 2019 Operating Leases (1) Finance Leases Total (in thousands) April 2019 through December 2019 $ 23,686 $ 665 $ 24,351 2020 20,864 163 21,027 2021 14,806 89 14,895 2022 11,343 — 11,343 2023 9,686 — 9,686 Thereafter 45,069 — 45,069 Total minimum lease payments $ 125,454 $ 917 $ 126,371 Less reconciling items to reconcile undiscounted cash flows to lease liabilities: Leases commencing in the future (10,173) — (10,173) Short-term leases excluded from balance sheet (2,673) — (2,673) Imputed interest (20,008) (52) (20,060) Total reconciling items (32,854) (52) (32,906) Total liabilities per balance sheet 92,600 865 93,465 (1) This table excludes sublease income of $1.1 million from April 2019 to December 2019, $0.8 million during 2020 and $0.2 million during 2021, respectively.

INVENTORIES

INVENTORIES	3 Months Ended
	Mar. 31, 2019
INVENTORIES
INVENTORIES	NOTE 6—INVENTORIES Inventories, which are comprised of chemicals and materials available for resale and parts and consumables used in operations, are valued at the lower of cost and net realizable value, with cost determined under the weighted-average method. The significant components of inventory are as follows: March 31, 2019 December 31, 2018 (in thousands) Raw materials $ 17,895 $ 15,219 Finished goods 23,663 28,540 Materials and supplies 962 1,233 $ 42,520 $ 44,992 During the Current Quarter and Prior Quarter, the Company recorded charges to the reserve for excess and obsolete inventory for $0.1 million and $0.3 million, respectively, which were recognized within costs of revenue on the accompanying consolidated statements of operations. The reserve for excess and obsolete inventories is determined based on the Company’s historical usage of inventory on hand, as well as future expectations, and the amount necessary to reduce the cost of the inventory to its estimated net realizable value.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2019
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT	NOTE 7—PROPERTY AND EQUIPMENT Property and equipment consists of the following as of March 31, 2019 and December 31, 2018: March 31, 2019 December 31, 2018 (in thousands) Land $ 16,558 $ 17,799 Buildings and leasehold improvements 105,593 106,626 Vehicles and equipment 65,894 83,435 Vehicles and equipment - finance lease 1,683 1,833 Machinery and equipment 720,927 758,528 Machinery and equipment - finance lease 299 532 Computer equipment and software 16,812 15,775 Computer equipment and software - finance lease 356 356 Office furniture and equipment 4,637 4,612 Disposal wells 64,241 64,038 Other 497 497 Construction in progress 74,280 60,347 1,071,777 1,114,378 Less accumulated depreciation (1) (595,332) (611,530) Property and equipment held-for-sale 13,733 — Total property and equipment, net $ 490,178 $ 502,848 (1) Includes $1.3 million of accumulated depreciation related to finance leases. During the Current Quarter and Prior Quarter, depreciation expense was $29.5 million and $27.5 million, respectively. Depreciation of assets held under finance leases for the Current Quarter and Prior Quarter was $0.2 million and $0.4 million, respectively, and is included in depreciation and amortization expense in the accompanying consolidated statements of operations. Property and Equipment Held-for-Sale and Impairments Long‑lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During the Current Quarter, the Company made the decision to sell and wind down certain operations within its previous Wellsite Services segment, including the operations of its Affirm subsidiary, its Canadian operations and its sand hauling business. The Affirm crane and Canadian divestitures included $6.2 million and $5.0 million, respectively, of property and equipment. Additionally, the Company impaired $0.5 million of Canadian property and equipment to write down the carrying value based on the expected future sale proceeds. The remaining $13.7 million of property and equipment expected to be sold, within a year, is classified as held-for-sale at March 31, 2019.

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2019
GOODWILL AND OTHER INTANGIBLE ASSETS.
GOODWILL AND OTHER INTANGIBLE ASSETS	NOTE 8—GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill is evaluated for impairment on at least an annual basis, or more frequently if indicators of impairment exist. The annual impairment tests are based on Level 3 inputs (see Note 12). During the Current Quarter, the Affirm goodwill was reduced to zero from the crane divestiture and impairment. The $4.4 million of goodwill impairment was based on the expected proceeds from selling and winding down the rest of the Affirm business. Also, in connection with the Company’s segment realignment, the Company reallocated goodwill from reporting units in the 2018 Water Solutions segment to reporting units in the 2019 Water Services and Water Infrastructure segments. The changes in the carrying amounts of goodwill by reportable segment as of March 31, 2019 and December 31, 2018 are as follows: Oilfield Water Wellsite Water Water Chemicals Solutions Services Services Infrastructure Other Total (in thousands) Balance as of December 31, 2017 $ 15,637 $ 245,542 $ 12,242 $ — $ — $ — $ 273,421 Additions — 982 — — — — 982 Impairment (12,652) — (5,242) — — — (17,894) Measurement period adjustments (2,985) 20,277 — — — — 17,292 Balance as of December 31, 2018 — 266,801 7,000 — — — 273,801 Resegmentation — (266,801) (7,000) 186,335 80,466 7,000 — Measurement period adjustments (1) — — — 133 — — 133 Affirm crane business divestiture — — — — — (2,604) (2,604) Affirm impairment — — — — — (4,396) (4,396) Balance as of March 31, 2019 $ — $ — $ — $ 186,468 $ 80,466 $ — $ 266,934 (1) 2019 measurement period adjustment related to the Pro Well working capital settlement. See Note 3. The components of other intangible assets as of March 31, 2019 and December 31, 2018 are as follows: As of March 31, 2019 As of December 31, 2018 Gross Accumulated Net Gross Accumulated Net Value Amortization Value Value Amortization Value (in thousands) (in thousands) Definite-lived Customer relationships $ 116,078 $ 13,478 $ 102,600 $ 171,245 $ 66,402 $ 104,843 Patents 10,110 1,668 8,442 10,110 1,417 8,693 Other 7,516 3,623 3,893 7,234 2,866 4,368 Total definite-lived 133,704 18,769 114,935 188,589 70,685 117,904 Indefinite-lived Water rights 7,031 — 7,031 7,031 — 7,031 Trademarks 23,442 — 23,442 23,442 — 23,442 Total indefinite-lived 30,473 — 30,473 30,473 — 30,473 Total other intangible assets $ 164,177 $ 18,769 $ 145,408 $ 219,062 $ 70,685 $ 148,377 Amortization expense was $3.0 million and $3.9 million for the Current Quarter and Prior Quarter, respectively. Annual amortization of intangible assets for the next five years and beyond is as follows: Amount (in thousands) Remainder of 2019 $ 8,891 2020 11,561 2021 10,378 2022 10,163 2023 10,092 Thereafter 63,850 $ 114,935

DEBT

DEBT	3 Months Ended
	Mar. 31, 2019
DEBT
DEBT	NOTE 9—DEBT Credit facility and revolving line of credit On November 1, 2017, SES Holdings and Select LLC entered into a $300.0 million senior secured revolving credit facility (the “Credit Agreement”), by and among SES Holdings, as parent, Select LLC, as borrower and certain of SES Holdings’ subsidiaries, as guarantors, each of the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, issuing lender and swingline lender (the “Administrative Agent”). The Credit Agreement also has a sublimit of $40.0 million for letters of credit and a sublimit of $30.0 million for swingline loans. Subject to obtaining commitments from existing or new lenders, the Company has the option to increase the maximum amount under the Credit Agreement by $150.0 million during the first three years following the closing. The maturity date of the Credit Agreement is the earlier of (a) November 1, 2022, and (b) the earlier termination in whole of the Commitments pursuant to Section 2.1(b) of Article VII of the Credit Agreement. The Credit Agreement permits extensions of credit up to the lesser of $300.0 million and a borrowing base that is determined by calculating the amount equal to the sum of (i) 85% of the Eligible Billed Receivables (as defined in the Credit Agreement), plus (ii) 75% of Eligible Unbilled Receivables (as defined in the Credit Agreement), provided that this amount will not equal more than 35% of the borrowing base, plus (iii) the lesser of (A) the product of 70% multiplied by the value of Eligible Inventory (as defined in the Credit Agreement) at such time and (B) the product of 85% multiplied by the Net Recovery Percentage (as defined in the Credit Agreement) identified in the most recent Acceptable Appraisal of Inventory (as defined in the Credit Agreement), multiplied by the value of Eligible Inventory at such time, provided that this amount will not equal more than 30% of the borrowing base, minus (iv) the aggregate amount of Reserves (as defined in the Credit Agreement), if any, established by the Administrative Agent from time to time, including, if any, the amount of the Dilution Reserve (as defined in the Credit Agreement). The borrowing base is calculated on a monthly basis pursuant to a borrowing base certificate delivered by Select LLC to the Administrative Agent. Borrowings under the Credit Agreement bear interest, at Select LLC’s election, at either the (a) one-, two-, three- or six-month LIBOR (“Eurocurrency Rate”) or (b) the greatest of (i) the federal funds rate plus 0.5%, (ii) the one-month Eurocurrency Rate plus 1% and (iii) the Administrative Agent’s prime rate (the ”Base Rate”), in each case plus an applicable margin. Interest is payable monthly in arrears. The applicable margin for Eurocurrency Rate loans ranges from 1.50% to 2.00% and the applicable margin for Base Rate loans ranges from 0.50% to 1.00%, in each case, depending on Select LLC’s average excess availability under the Credit Agreement. During the continuance of a bankruptcy event of default, automatically and during the continuance of any other default, upon the Administrative Agent’s or the required lenders’ election, all outstanding amounts under the Credit Agreement will bear interest at 2.00% plus the otherwise applicable interest rate. Level Average Excess Availability Base Rate Margin Eurocurrency Rate Margin I < 33% of the commitments II < 66.67% of the commitments and ≥ 33.33% of the commitments III ≥ 66.67% of the commitments Level Average Revolver Usage Unused Line Fee Percentage I ≥ 50% of the commitments II < 50% of the commitments The obligations under the Credit Agreement are guaranteed by SES Holdings and certain subsidiaries of SES Holdings and Select LLC and secured by a security interest in substantially all of the personal property assets of SES Holdings, Select LLC and their domestic subsidiaries. The Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants and events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Credit Agreement to be immediately due and payable. In addition, the Credit Agreement restricts SES Holdings’ and Select LLC’s ability to make distributions on, or redeem or repurchase, its equity interests, except for certain distributions, including distributions of cash so long as, both at the time of the distribution and after giving effect to the distribution, no default exists under the Credit Agreement and either (a) excess availability at all times during the preceding 30 consecutive days, on a pro forma basis and after giving effect to such distribution, is not less than the greater of (1) 25% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (2) $37.5 million or (b) if SES Holdings’ fixed charge coverage ratio is at least 1.0 to 1.0 on a pro forma basis, and excess availability at all times during the preceding 30 consecutive days, on a pro forma basis and after giving effect to such distribution, is not less than the greater of (1) 20% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (2) $30.0 million. Additionally, the Credit Agreement generally permits Select LLC to make distributions to allow Select Inc. to make payments required under the existing Tax Receivable Agreements. See Note 13—Related Party Transactions for further discussion of the Tax Receivable Agreements. The Credit Agreement also requires SES Holdings to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 at any time availability under the Credit Agreement is less than the greater of (i) 10% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (ii) $15.0 million and continuing through and including the first day after such time that availability under the Credit Agreement has equaled or exceeded the greater of (i) 10% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (ii) $15.0 million for 60 consecutive calendar days. Certain lenders party to the Credit Agreement and their respective affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company and its affiliates in the ordinary course of business for which they have received and would receive customary compensation. In addition, in the ordinary course of their various business activities, such parties and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investments and securities activities may involve the Company’s securities and/or instruments. The Company had $25.0 million and $45.0 million outstanding under the Credit Agreement as of March 31, 2019 and December 31, 2018, respectively. The weighted‑average interest rate of outstanding borrowings under the Credit Agreement was 3.999% and 4.256% as of March 31, 2019 and December 31, 2018, respectively. As of March 31, 2019 and December 31, 2018, the borrowing base under the Credit Agreement was $264.3 million and $270.5 million, respectively. The borrowing capacity under the Credit Agreement was reduced by outstanding letters of credit of $20.8 million as of March 31, 2019 and December 31, 2018. The Company’s letters of credit have a variable interest rate between 1.50% and 2.00% based on the Company’s average excess availability as outlined above. The unused portion of the available borrowings under the Credit Agreement was $218.5 million at March 31, 2019. Debt issuance costs are amortized to interest expense over the life of the debt to which they pertain. Total unamortized debt issuance costs as of March 31, 2019 and December 31, 2018 were $2.5 million and $2.6 million, respectively. As these debt issuance costs relate to a revolving line of credit, they are presented as a deferred charge within other assets on the consolidated balance sheets. Amortization expense related to debt issuance costs were $0.2 million and $0.2 million for the Current Quarter and Prior Quarter, respectively. The Company was in compliance with all debt covenants as of March 31, 2019.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2019
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 10—COMMITMENTS AND CONTINGENCIES Litigation The Company is subject to a number of lawsuits and claims arising out of the normal conduct of its business. The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. Based on a consideration of all relevant facts and circumstances, including applicable insurance coverage, it is not expected that the ultimate outcome of any currently pending lawsuits or claims against the Company will have a material adverse effect on its consolidated financial position, results of operations or cash flows; however, there can be no assurance as to the ultimate outcome of these matters. Certain subsidiaries acquired in the Rockwater Merger are under investigation by the U.S. Attorney's Office for the Middle District of Pennsylvania and the U.S. Environmental Protection Agency (the “EPA”). It is alleged that certain employees at some of the facilities altered emissions controls systems on 4% of the vehicles in the fleet in violation of the Clean Air Act. The Company is cooperating with the relevant authorities to resolve the matter. At this time no administrative, civil or criminal charges have been brought against the Company and the Company cannot estimate the possible fines and penalties that may be levied against the Company. Self-Insured Reserves We are self-insured up to certain retention limits with respect to workers’ compensation, general liability and vehicle liability matters. We maintain accruals for self-insurance retentions that we estimate using third-party data and claims history.

EQUITY-BASED COMPENSATION

EQUITY-BASED COMPENSATION	3 Months Ended
	Mar. 31, 2019
EQUITY-BASED COMPENSATION
EQUITY‑BASED COMPENSATION	NOTE 11—EQUITY‑BASED COMPENSATION The SES Holdings 2011 Equity Incentive Plan, (“2011 Plan”) was approved by the board of managers of SES Holdings in April 2011. In conjunction with the Select 144A Offering, the Company adopted the Select Energy Services, Inc. 2016 Equity Incentive Plan (as amended, the “2016 Plan”) for employees, consultants and directors of the Company and its affiliates. Options that were outstanding under the 2011 Plan immediately prior to the Select 144A Offering were cancelled in exchange for new options granted under the 2016 Plan. On July 18, 2017, the Select Inc. board of directors approved the First Amendment to the 2016 Plan (the “Equity Plan Amendment”), which clarifies the treatment of substitute awards under the 2016 Plan (including substitute awards that may be granted in connection with the Rockwater Merger which occurred on November 1, 2017) and allowed for the assumption by the Company of shares eligible under any pre-existing stockholder-approved plan of an entity acquired by the Company or its affiliate (including the Rockwater Energy Solutions Inc. Amended and Restated 2017 Long Term Incentive Plan (the “Rockwater Equity Plan”)), in each case subject to the listing rules of the stock exchange on which the Company’s Class A Common Stock is listed. The effectiveness of the Equity Plan Amendment was subject to approval by the Company's stockholders and the consummation of the transactions contemplated by the Merger Agreement for the Rockwater Merger. The Company’s consenting stockholders, who hold a majority of the outstanding common stock of the Company, approved the Equity Plan Amendment on July 18, 2017. The Equity Plan Amendment became effective on November 1, 2017 upon the consummation of the Rockwater Merger. The maximum number of shares initially reserved for issuance under the 2016 Plan was 5,400,400 shares of Class A Common Stock, subject to adjustment in the event of recapitalization or reorganization, or related to forfeitures or the expiration of awards. Stock options are granted with terms not to exceed ten years. After giving effect to the Equity Plan Amendment, the maximum number of shares of Class A Common Stock reserved for issuance under the 2016 Plan is equal to (i) 5,400,400 shares plus (ii) 1,011,087 shares that became available on account of the assumption of the Rockwater Equity Plan, subject to adjustment in the event of recapitalization or reorganization, or related to forfeitures or the expiration of awards. The maximum number of shares described in the preceding sentence does not include 2,879,112 shares of Class A Common Stock related to substitute awards granted under the 2016 Plan following the conversion of outstanding equity awards originally granted under the Rockwater Equity Plan in accordance with the Merger Agreement. Consequently, the maximum number of awards that can be granted under the 2016 Plan is 9,290,199 shares. Stock option awards Stock options were granted with an exercise price equal to or greater than the fair market value of a share of Class A Common Stock as of the date of grant. Prior to the Company’s initial public offering on April 26, 2017, the Company historically valued Class A Common Stock on a quarterly basis using a market approach that includes a comparison to publicly traded peer companies using earnings multiples based on their market values and a discount for lack of marketability. This fair value measurement relied on Level 3 inputs. The estimated fair value of its stock options is expensed over their vesting period, which is generally three years from the applicable date of grant. However, certain awards granted during the years ended December 31, 2017 and 2016 in exchange for cancelled awards were immediately vested and fully exercisable on the date of grant because they were either granted in exchange for the cancellation of outstanding options granted under the 2011 Plan or the Rockwater Equity Plan, as applicable, that were fully vested and exercisable prior to such cancellation. The Company utilized the Monte Carlo option pricing model to determine fair value of the options granted during 2018, which incorporates assumptions to value equity‑based awards. The risk‑free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. The expected life of the options was based on the vesting period and term of the options awarded, which is ten years. A summary of the Company’s stock option activity and related information as of and for the Current Quarter is as follows: For the three months ended March 31, 2019 Weighted-average Weighted-average Remaining Contractual Aggregate Intrinsic Stock Options Exercise Price Term (Years) Value (in thousands) (a) Beginning balance, outstanding 3,865,678 $ 16.00 4.9 $ 19 Granted — — Exercised — — Forfeited (12,459) 17.83 Expired (27,303) 22.21 Ending balance, outstanding 3,825,916 $ 15.95 5.0 $ 2,865 Ending balance, exercisable 3,360,731 $ 15.24 4.5 $ 2,493 Non-vested at end of period 465,185 $ 21.03 (a) Aggregate intrinsic value for stock options is based on the difference between the exercise price of the stock options and the quoted closing Class A Common Stock price of $12.02 and $6.32 as of March 29, 2019 and December 31, 2018, respectively. The Company recognized $1.3 million of compensation expense related to stock options during both the Current Quarter and Prior Quarter. As of March 31, 2019, there was $3.3 million of unrecognized equity-based compensation expense related to non-vested stock options. This cost is expected to be recognized over a weighted-average period of 1.0 year. Restricted Stock Awards and Restricted Stock Units The value of the restricted stock awards and restricted stock units issued was established by the market price of the Class A Common Stock on the date of grant and is recorded as compensation expense ratably over the vesting term, which is generally one to three years from the applicable date of grant. The Company recognized compensation expense of $1.8 million and $1.0 million related to the restricted stock awards and restricted stock units for the Current Quarter and Prior Quarter, respectively. As of March 31, 2019, there was $13.5 million of unrecognized compensation expense with a weighted-average remaining life of 1.7 years related to unvested restricted stock awards and restricted stock units. A summary of the Company’s restricted stock awards activity and related information for the Current Quarter is as follows: For the three months ended March 31, 2019 Weighted-average Restricted Stock Awards Grant Date Fair Value Non-vested at December 31, 2018 496,945 $ 19.02 Granted 1,169,777 8.37 Vested (178,564) 20.24 Forfeited (7,399) 19.00 Non-vested at March 31, 2019 1,480,759 $ 10.46 A summary of the Company’s restricted stock unit activity and related information for the Current Quarter is as follows: For the three months ended March 31, 2019 Weighted-average Restricted Stock Units Grant Date Fair Value Non-vested at December 31, 2018 2,500 $ 19.00 Granted — — Vested (625) 20.00 Non-vested at March 31, 2019 1,875 $ 18.67 Performance Share Units (PSUs) During 2018 and 2019, the Company approved grants of performance share units (“PSUs”) that are subject to both performance-based and service-based vesting provisions. The number of shares of Class A Common Stock issued to a recipient upon vesting of the PSU will be calculated based on performance against certain metrics that relate to the Company’s return on asset performance over the January 1, 2018 through December 31, 2020 and January 1, 2019 through December 31, 2021 performance periods, respectively. The target number of shares of Class A Common Stock subject to each PSU is one; however, based on the achievement of performance criteria, the number of shares of Class A Common Stock that may be received in settlement of each PSU can range from zero to 1.75 times the target number. The PSUs become earned at the end of the performance period after the attainment of the performance level has been certified by the compensation committee, which will be no later than June 30, 2021 for the 2018 PSU grants, and June 30, 2022 for the 2019 PSU grants, assuming the minimum performance metrics are achieved. The target PSUs that become earned PSUs during the performance period will be determined in accordance with the following table: Return on Assets at Performance Period End Date Percentage of Target PSUs Earned Less than 9.6% 0% 9.6% 50% 12% 100% 14.4% 175% The grant date fair value of PSUs granted during 2018 was $5.9 million and the grant fair value of PSUs granted during the first quarter of 2019 was $5.9 million. Compensation expense related to the PSUs is determined by multiplying the number of shares of Class A Common Stock underlying such awards that, based on the Company’s estimate, are probable to vest, by the measurement-date (i.e., the last day of each reporting period date) fair value and recognized using the accelerated attribution method. The Company recognized compensation expense of $0.9 million related to the PSUs for the Current Quarter. As of March 31, 2019, the fair value of outstanding PSUs issued was $11.1 million. The unrecognized compensation cost related to our unvested PSUs is estimated to be $9.3 million and is expected to be recognized over a weighted-average period of 1.8 years as of March 31, 2019. The following table summarizes the information about the performance share units outstanding at March 31, 2019: Period Granted Target Shares Outstanding at Beginning of Period Target Shares Granted Target Shares Vested Target Shares Forfeited Target Shares Outstanding at End of Period 2019 255,364 676,379 — (7,302) 924,441 Total 255,364 676,379 — (7,302) 924,441 Stock-Settled Incentive Awards Effective May 17, 2018, Company approved grants of stock-settled incentive awards to certain key employees under the 2016 Equity Incentive Plan that are subject to both market-based and service-based vesting provisions. These awards will vest after a two-year service period and, if earned, settled in shares of the Company stock. The ultimate amount earned is based on the achievement of the market metrics, which is based on the stock price of the Company at the vesting date, for which payout could range from 0% to 200%. Any award not earned on the vesting date is forfeited. The target amount that becomes earned during the performance period will be determined in accordance with the following table: Stock Price at Vesting Date (1) Percentage of Target Amount Earned Less than $20.00 0% At least $20.00, but less than $25.00 100% $25.00 or greater 200% (1) The stock price at vesting date equals the greater of (i) the fair market value of a share of the Company’s stock on the vesting date, or (ii) the volume weighted average closing price of a share of the Company’s stock, as reported on the New York Stock Exchange (“NYSE”), for the 30 trading days preceding the vesting date. The target amount of stock-settled incentive awards granted was $3.9 million. However, the ultimate settlement of the awards will be in shares of the Company’s stock with fair market value equal to the earned amount, which could range from 0% to 200% of the target amount depending on the stock price at vesting date. Compensation expense associated with the stock-settled incentive awards is recognized ratably over the corresponding requisite service period. The fair value of the stock-settled incentive awards was determined using a Monte Carlo option pricing model, similar to the Black-Scholes-Merton model, and adjusted for the specific characteristics of the awards. The key assumptions in the model included price, the expected volatility of our stock, risk-free interest rate based on U.S. Treasury yield curve, cross-correlations between us and our self-determined peer companies’ asset, equity and debt-to-equity volatility. During the Current Quarter, the Company recognized stock compensation expense of $0.1 million, related to the stock-settled incentive awards. The unrecognized compensation cost related to our unvested stock-settled incentive awards is estimated to be $0.6 million and is expected to be recognized over approximately 14 months as of March 31, 2019. The following table summarizes the information about the stock-settled incentive awards outstanding at March 31, 2019: Award Value Value at Target Being Recognized Non-vested at December 31, 2018 $ 3,147 $ 1,202 Granted during 2019 — — Forfeited during 2019 (210) (80) Non-vested at March 31, 2019 $ 2,937 $ 1,122 Employee Stock Purchase Plan (ESPP) We have an Employee Stock Purchase Plan (“ESPP”) under which employees that have been continuously employed for at least one year may purchase shares of our common stock at a discount. The plan provides for four offering periods for purchases: December 1 through February 28, March 1 through May 31, June 1 through August 31 and September 1 through November 30. At the end of each offering period, enrolled employees purchase shares of our common stock at a price equal to 95% of the market value of the stock on the last day of such offering period. The purchases are made at the end of an offering period with funds accumulated through payroll deductions over the course of the offering period. Subject to limitations set forth in the plan and under IRS regulations, eligible employees may elect to contribute a maximum of $15,000 to the plan in a single calendar year. The plan is deemed to be noncompensatory. The following table summarizes ESPP activity (in thousands, except shares): For the three months ended March 31, 2019 Cash received for shares issued $ 27 Shares issued 2,810 Share-repurchases During the Current Quarter, the Company repurchased 82,092 shares of Class A common stock in the open market and repurchased 43,694 shares of Class A common stock in connection with employee minimum tax withholding requirements for units vested under the 2016 Plan. All repurchased shares were retired. This was accounted for as a decrease to paid-in-capital of $1.2 million and a decrease to Class A common stock of approximately $1,000.

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT	3 Months Ended
	Mar. 31, 2019
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT	NOTE 12—FAIR VALUE MEASUREMENT The Company utilizes fair value measurements to measure assets and liabilities in a business combination or assess impairment of property and equipment, intangible assets and goodwill. Fair value is defined as the amount at which an asset (or liability) could be bought (or incurred) or sold (or settled) in an orderly transaction between market participants at the measurement date. Further, ASC 820, Fair Value Measurements, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and includes certain disclosure requirements. Fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk. ASC 820 establishes a three‑level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: Level 1 —Unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 —Quoted prices for similar assets or liabilities in non‑active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 —Inputs that are unobservable and significant to the fair value measurement (including the Company’s own assumptions in determining fair value). A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. There were no transfers into, or out of, the three levels of the fair value hierarchy for the three months ended March 31, 2019 or the year ended December 31, 2018. The following table presents information about the Company’s assets measured at fair value on a non‑recurring basis as of March 31, 2019. Fair Value Measurements Using Carrying Level 1 Level 2 Level 3 Value (1) Impairment (in thousands) Quarter Ended March 31, 2019 Affirm goodwill $ — $ — $ — $ 4,396 $ 4,396 Property and equipment — — 2,346 2,865 519 (1) Amount represents carrying value at the date of assessment. Other fair value considerations The carrying values of the Company’s current financial instruments, which include cash and cash equivalents, accounts receivable trade and accounts payable, approximate their fair value at March 31, 2019 and December 31, 2018 due to the short‑term maturity of these instruments. The carrying value of debt as of March 31, 2019 and December 31, 2018 approximates fair value due to variable market rates of interest. The fair value of debt at March 31, 2019 and December 31, 2018, which is a Level 3 measurement, is estimated based on the Company’s incremental borrowing rates for similar types of borrowing arrangements, when quoted market prices are not available. The estimated fair values of the Company’s financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange. The Affirm goodwill impairment was based on the Company’s estimate of fair value based on the expected proceeds to sell the remaining property and equipment utilizing Level 3 inputs. The property and equipment impairment was based on the expected proceeds from selling a portion of the remaining Canadian property and equipment utilizing Level 3 inputs.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2019
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 13—RELATED-PARTY TRANSACTIONS The Company considers its related parties to be those stockholders who are beneficial owners of more than 5.0% of its common stock, executive officers, members of its board of directors or immediate family members of any of the foregoing persons and an unconsolidated joint venture. The Company has entered into a number of transactions with related parties. In accordance with the Company’s related persons transactions policy, the Company’s board of directors regularly reviews these transactions; however, the Company’s results of operations may have been different if these transactions were conducted with non‑related parties. During the Current Quarter, sales to related parties were $6.3 million and purchases from related-party vendors were $6.0 million. These purchases consisted of $1.5 million relating to purchases of property and equipment, $3.9 million relating to the rental of certain equipment or other services used in operations and $0.6 million relating to management, consulting and other services. During the Prior Quarter, sales to related parties were $2.8 million and purchases from related-party vendors were $3.5 million. These purchases consisted of $1.6 million relating to purchases of property and equipment, $0.2 million relating to inventory and consumables, $1.3 million relating to the rental of certain equipment or other services used in operations and $0.4 million relating to management, consulting and other services. Tax Receivable Agreements In connection with the Select 144A Offering, the Company entered into the Tax Receivable Agreements with the TRA Holders. The first of the Tax Receivable Agreements, which the Company entered into with Legacy Owner Holdco and Crestview Partners II GP, L.P. (“Crestview GP”), generally provides for the payment by the Company to such TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income and franchise tax that the Company actually realizes (computed using simplifying assumptions to address the impact of state and local taxes) or is deemed to realize in certain circumstances in periods after the Select 144A Offering as a result of, as applicable to each such TRA Holder, (i) certain increases in tax basis that occur as a result of the Company’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s SES Holdings LLC Units in connection with the Select 144A Offering or pursuant to the exercise of the Exchange Right or the Company’s Call Right and (ii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under such Tax Receivable Agreement. The second of the Tax Receivable Agreements, which the Company entered into with an affiliate of the Contributing Legacy Owners and Crestview GP, generally provides for the payment by the Company to such TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income and franchise tax that the Company actually realizes (computed using simplifying assumptions to address the impact of state and local taxes) or is deemed to realize in certain circumstances in periods after the Select 144A Offering as a result of, as applicable to each such TRA Holder, (i) any net operating losses available to the Company as a result of certain reorganization transactions entered into in connection with the Select 144A Offering and (ii) imputed interest deemed to be paid by the Company as a result of any payments the Company makes under such Tax Receivable Agreement. On July 18, 2017, the Company’s board of directors approved amendments to each of the Tax Receivable Agreements revising the definition of a “change of control” for purposes of the Tax Receivable Agreements and acknowledging that the Rockwater Merger would not result in such a change of control.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2019
INCOME TAXES
INCOME TAXES	NOTE 14—INCOME TAXES The Company’s effective tax rates for the Current Quarter and Prior Quarter were 11.3% and 2.8%, respectively. The effective tax rate is lower than the 21% standard Federal rate due to net income allocated to noncontrolling interests, state income taxes and valuation allowances. The Company recorded income tax expense of $0.2 million and $0.5 million for the Current Quarter and Prior Quarter, respectively.

NONCONTROLLING INTERESTS

NONCONTROLLING INTERESTS	3 Months Ended
	Mar. 31, 2019
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS	NOTE 15—NONCONTROLLING INTERESTS The Company’s noncontrolling interests fall into two categories as follows: · Noncontrolling interests attributable to joint ventures formed for water-related services. · Noncontrolling interests attributable to holders of Class B common stock. As of As of March 31, 2019 December 31, 2018 (in thousands) Noncontrolling interests attributable to joint ventures formed for water-related services $ 3,031 $ 3,273 Noncontrolling interests attributable to holders of Class B common stock 272,992 274,566 Total noncontrolling interests $ 276,023 $ 277,839 For all periods presented, there were no changes to Select’s ownership interest in joint ventures formed for water-related services. However, during the Current Quarter and Prior Quarter, there were changes in Select’s ownership interest in SES Holdings LLC. The effects of the changes in Select’s ownership interest in SES Holdings LLC is as follows: For the three months ended March 31, 2019 2018 (in thousands) Net income attributable to Select Energy Services, Inc. $ 1,135 $ 10,099 Transfers (to) from noncontrolling interests: Decrease in additional paid-in capital as a result of stock option exercises — (49) Increase in additional paid-in capital as a result of restricted stock issuance, net of forfeitures 3,021 1,354 Increase in additional paid-in capital as a result of issuance of common stock due to vesting of restricted stock units 2 2 Decrease in additional paid-in capital as a result of the repurchase of SES Holdings LLC Units (29) — Increase in additional paid-in capital as a result of exchanges of SES Holdings LLC Units (an equivalent number of shares of Class B common stock) for shares of Class A common stock — 42 Increase in additional paid-in capital as a result of the Employee Stock Purchase Plan shares issued 2 — Change to equity from net income attributable to Select Energy Services, Inc. and transfers from noncontrolling interests $ 4,131 $ 11,448

EARNINGS (LOSS) PER SHARE

EARNINGS (LOSS) PER SHARE	3 Months Ended
	Mar. 31, 2019
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE	NOTE 16—EARNINGS PER SHARE Earnings per share are based on the amount of income allocated to the shareholders and the weighted‑average number of shares outstanding during the period for each class of common stock. Outstanding options to purchase 2,980,567 and 1,400,008 shares are not included in the calculation of diluted weighted-average shares outstanding for the Current Quarter and Prior Quarter, respectively, as the effect is antidilutive. The following tables present the Company’s calculation of basic and diluted earnings per share for the Current Quarter and Prior Quarter (dollars in thousands, except share and per share amounts): Three months ended March 31, 2019 Select Energy Services, Inc. Class A Class A-2 Class B Numerator: Net income $ 1,400 Net income attributable to noncontrolling interests (265) Net income attributable to Select Energy Services, Inc. — basic 1,135 $ 1,135 $ — $ — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of restricted stock 1 1 — — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of stock options — — — — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of ESPP — — — — Net income (loss) attributable to Select Energy Services, Inc. — diluted $ 1,136 $ 1,136 $ — $ — Denominator: Weighted-average shares of common stock outstanding — basic 78,523,768 — 26,026,843 Dilutive effect of restricted stock 209,811 — — Dilutive effect of stock options 34,488 — — Dilutive effect of ESPP 94 — — Weighted-average shares of common stock outstanding — diluted 78,768,161 — 26,026,843 Earnings per share: Basic $ 0.01 $ — $ — Diluted $ 0.01 $ — $ — Three months ended March 31, 2018 Select Energy Services, Inc. Class A Class A-2 Class B Numerator: Net income $ 16,132 Net income attributable to noncontrolling interests (6,033) Net income attributable to Select Energy Services, Inc. — basic 10,099 $ 9,097 $ 1,002 $ — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of restricted stock 10 11 (1) — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of stock options 25 29 (4) — Net loss attributable to Select Energy Services, Inc. — diluted $ 10,134 $ 9,137 $ 997 $ — Denominator: Weighted-average shares of common stock outstanding — basic 59,064,958 6,507,445 40,331,989 Dilutive effect of restricted stock 165,402 — — Dilutive effect of stock options 443,106 — — Weighted-average shares of common stock outstanding — diluted 59,673,466 6,507,445 40,331,989 Earnings per share: Basic $ 0.15 $ 0.15 $ — Diluted $ 0.15 $ 0.15 $ —

SEGMENT INFORMATION

SEGMENT INFORMATION	3 Months Ended
	Mar. 31, 2019
SEGMENT INFORMATION
SEGMENT INFORMATION	NOTE 17—SEGMENT INFORMATION Select Inc. is an oilfield services company that provides solutions to the onshore oil and natural gas industry in the United States. The Company’s services are offered through three operating segments. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the CODM in deciding how to allocate resources and assess performance. The Company’s CODM assesses performance and allocates resources on the basis of the three reportable segments. Corporate and other expenses that do not individually meet the criteria for segment reporting are reported separately as Corporate or Other. Each operating segment reflects a reportable segment led by separate managers that report directly to the Company’s CODM. During the first quarter of 2019, the Company made the decision to sell and wind down certain operations within its Wellsite Services segment, including the operations of its Affirm subsidiary, its Canadian operations and its sand hauling business. As a result, the Company reevaluated its segment structure and changed its reportable segments to Water Services, Water Infrastructure, and Oilfield Chemicals. The Company’s CODM assesses performance and allocates resources on the basis of the following three reportable segments: Water Services — The Water Services segment consists of the Company’s services businesses including water transfer, flowback and well testing, fluids hauling, containment, and water treatment and monitoring. Additionally, this segment includes the operations of our accommodations and rentals business, which were previously a part of the Wellsite Services segment. Water Infrastructure — The Water Infrastructure segment consists of the Company’s strategic infrastructure assets and ongoing infrastructure development projects, including operations associated with our water sourcing and pipelines, produced water gathering systems and salt water disposal wells. Oilfield Chemicals — The Oilfield Chemicals segment develops, manufactures and provides a full suite of chemicals used in hydraulic fracturing, stimulation, cementing and well completions, including polymer slurries, crosslinkers, friction reducers, buffers breakers and other chemical technologies, to leading pressure pumping service companies in the United States. The results of our remaining service lines that were previously a part of the Wellsite Services segment including the operations of our Affirm subsidiary, our Canadian operations and our sand hauling business are combined in the “Other” category. Financial information by segment for the Current Quarter and Prior Quarter is as follows: For the three months ended March 31, 2019 Income (loss) Depreciation and Capital Revenue before taxes Amortization Expenditures (in thousands) Water services $ 220,880 $ 23,660 $ 21,262 $ 13,126 Water infrastructure 53,616 3,801 6,089 17,238 Oilfield chemicals 67,119 2,013 2,453 1,220 Other 23,670 (6,523) 1,714 61 Eliminations (2,639) — — — Income from operations 22,951 Corporate — (16,318) 1,000 — Interest expense, net — (1,093) — — Other income, net — (3,962) — — $ 362,646 $ 1,578 $ 32,518 $ 31,645 For the three months ended March 31, 2018 Income (loss) Depreciation and Capital Revenue before taxes Amortization Expenditures (in thousands) Water services $ 218,355 $ 22,718 $ 18,892 $ 17,897 Water infrastructure 54,057 5,749 5,037 7,436 Oilfield chemicals 63,630 931 2,915 2,255 Other 40,824 (969) 4,038 3,518 Eliminations (471) — — — Income from operations 28,429 Corporate — (9,826) 541 — Interest expense, net — (1,151) — — Other income, net — (858) — — $ 376,395 $ 16,594 $ 31,423 $ 31,106 Total assets by segment as of March 31, 2019 and December 31, 2018 is as follows: As of As of March 31, 2019 December 31, 2018 (in thousands) Water services $ 970,713 $ 934,410 Water infrastructure 223,225 181,789 Oilfield chemicals 180,247 173,762 Other 37,767 70,644 $ 1,411,952 $ 1,360,605

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2019
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 18—SUBSEQUENT EVENTS The Company has evaluated subsequent events for potential recognition and/or disclosure through May 8, 2019, the date these consolidated financial statements were available to be issued.

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2019
SIGNIFICANT ACCOUNTING POLICIES
Use of estimates	Use of estimates : The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company evaluates its estimates, including those related to the recoverability of long‑lived assets and intangibles, useful lives used in depreciation and amortization, uncollectible accounts receivable, inventory, income taxes, self‑insurance liabilities, share‑based compensation and contingent liabilities. The Company bases its estimates on historical and other pertinent information that are believed to be reasonable under the circumstances. The accounting estimates used in the preparation of the consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes.
Asset retirement obligations	Asset retirement obligations: The Company’s asset retirement obligations (“ARO”) relate to 16 disposal facilities with obligations for plugging wells, removing surface equipment, and returning land to its pre-drilling condition. The following table describes the changes to the Company’s ARO liability for the Current Quarter: Three months ended March 31, 2019 (in thousands) Balance at beginning of year $ 1,898 Accretion expense, included in depreciation and amortization expense 28 Change in estimate — Divestitures (61) Balance at end of period $ 1,865 We review the adequacy of our ARO liabilities whenever indicators suggest that the estimated cash flows underlying the liabilities have changed. The Company’s ARO liabilities are included in accrued expenses and other current liabilities and other long-term liabilities in the accompanying consolidated balance sheets as of March 31, 2019 and as of December 31, 2018, respectively.
Recent accounting pronouncements:	Recent accounting pronouncements : In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases , which modifies the lease recognition requirements and requires entities to recognize the assets and liabilities arising from leases on the balance sheet and to disclose key qualitative and quantitative information about the entity’s leasing arrangements. Based on the original guidance in ASU 2016-02, lessees and lessors would have been required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach, including a number of optional practical expedients. In July 2018, the FASB issued ASU No. 2018-11, Leases (ASC 842): Targeted Improvements, which provides entities with an option to apply the guidance prospectively, instead of retrospectively, and allows for other classification provisions. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-02 in the first quarter of 2019. The Company elected to recognize its lease assets and liabilities on a prospective basis, beginning on January 1, 2019, using the modified retrospective transition method. Additionally, the Company elected practical expedients to (i) exclude right-of-use assets and lease liabilities for short-term leases, (ii) elected to treat lease and non-lease components as a single lease component, (iii) grandfathered its current accounting for land easements that commenced before January 1, 2019, and (iv) used the package of practical expedients to retain prior lease classification, prior treatment of initial direct costs and prior determination of whether a contract constituted a lease. See Note 5—Leases for additional information. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which amends U.S. GAAP by introducing a new impairment model for financial instruments that is based on expected credit losses rather than incurred credit losses. The new impairment model applies to most financial assets, including trade accounts receivable. The amendments are effective for interim and annual reporting periods beginning after December 15, 2019, although it may be adopted one year earlier, and requires a modified retrospective transition approach. The Company is currently evaluating the impact this standard will have on its consolidated financial statements.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2019
SIGNIFICANT ACCOUNTING POLICIES
Summary of change in asset retirement obligations	Three months ended March 31, 2019 (in thousands) Balance at beginning of year $ 1,898 Accretion expense, included in depreciation and amortization expense 28 Change in estimate — Divestitures (61) Balance at end of period $ 1,865

ACQUISITIONS AND DIVESTITURES (

ACQUISITIONS AND DIVESTITURES (Tables)	3 Months Ended
	Mar. 31, 2019
Pro Well Acquisition
Schedule Of consideration transferred and the estimated fair value of identified assets acquired and liabilities	Purchase price allocation Amount Consideration transferred (in thousands) Cash paid $ 11,754 Total consideration transferred 11,754 Less: identifiable assets acquired and liabilities assumed Working capital 1,051 Property and equipment 6,588 Customer relationship intangible assets 3,000 Total identifiable net assets acquired 10,639 Goodwill 1,115 Fair value allocated to net assets acquired $ 11,754

LEASES (Tables)

LEASES (Tables)	3 Months Ended
	Mar. 31, 2019
LEASES
Schedule of financial impact of leases	Balance Sheet Classification As of March 31, 2019 (in thousands) Assets ROU Assets (1) Long-term right-of-use assets $ 72,341 Finance lease assets (2) Property and equipment 1,066 Liabilities Operating lease liabilities ― ST Current operating lease liabilities $ 21,959 Operating lease liabilities ― LT Long-term operating lease liabilities 70,641 Finance lease liabilities ― ST Current portion of finance lease obligations 743 Finance lease liabilities ― LT Other long term liabilities 122 (1) Net of impairment of $17.9 million. (2) Net of accumulated amortization of $1.3 million. Statements of Operations and Cash Flows Classification As of March 31, 2019 (in thousands) Operating lease cost: Operating lease cost ― fixed Cost of revenue and Selling, general and administrative $ 8,059 Lease abandonment costs Lease abandonment costs 1,073 Short-term agreements: Cost of revenue $ 22,898 Finance lease cost: Amortization of leased assets Depreciation and amortization $ 214 Interest on lease liabilities Interest expense, net 4 Lessor income: Sublease income Cost of sales and lease abandonment costs $ 373 Lessor income Cost of sales 111 Statement of cash flows Cash paid for operating leases Operating cash flows $ 8,351 Cash paid for finance leases lease interest Operating cash flows 4 Cash paid for finance leases Financing cash flows Long Term and Discount Rate As of March 31, 2019 Weighted-average remaining lease term (years) Operating leases 4.5 Finance leases 1.2 Weighted-average discount rate Operating leases 5.3 % Finance leases 5.2 %
Schedule of operating and finance lease commitments	The Company has the following operating and finance lease commitments as of March 31, 2019: Three months ending March 31, 2019 Operating Leases (1) Finance Leases Total (in thousands) April 2019 through December 2019 $ 23,686 $ 665 $ 24,351 2020 20,864 163 21,027 2021 14,806 89 14,895 2022 11,343 — 11,343 2023 9,686 — 9,686 Thereafter 45,069 — 45,069 Total minimum lease payments $ 125,454 $ 917 $ 126,371 Less reconciling items to reconcile undiscounted cash flows to lease liabilities: Leases commencing in the future (10,173) — (10,173) Short-term leases excluded from balance sheet (2,673) — (2,673) Imputed interest (20,008) (52) (20,060) Total reconciling items (32,854) (52) (32,906) Total liabilities per balance sheet 92,600 865 93,465 (1) This table excludes sublease income of $1.1 million from April 2019 to December 2019, $0.8 million during 2020 and $0.2 million during 2021, respectively.
Schedule of operating and finance lease commitments	Three months ending March 31, 2019 Operating Leases (1) Finance Leases Total (in thousands) April 2019 through December 2019 $ 23,686 $ 665 $ 24,351 2020 20,864 163 21,027 2021 14,806 89 14,895 2022 11,343 — 11,343 2023 9,686 — 9,686 Thereafter 45,069 — 45,069 Total minimum lease payments $ 125,454 $ 917 $ 126,371 Less reconciling items to reconcile undiscounted cash flows to lease liabilities: Leases commencing in the future (10,173) — (10,173) Short-term leases excluded from balance sheet (2,673) — (2,673) Imputed interest (20,008) (52) (20,060) Total reconciling items (32,854) (52) (32,906) Total liabilities per balance sheet 92,600 865 93,465 (1) This table excludes sublease income of $1.1 million from April 2019 to December 2019, $0.8 million during 2020 and $0.2 million during 2021, respectively.

INVENTORIES (Tables)

INVENTORIES (Tables)	3 Months Ended
	Mar. 31, 2019
INVENTORIES
Schedule of inventory	March 31, 2019 December 31, 2018 (in thousands) Raw materials $ 17,895 $ 15,219 Finished goods 23,663 28,540 Materials and supplies 962 1,233 $ 42,520 $ 44,992

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2019
PROPERTY AND EQUIPMENT
Schedule of property and equipment	March 31, 2019 December 31, 2018 (in thousands) Land $ 16,558 $ 17,799 Buildings and leasehold improvements 105,593 106,626 Vehicles and equipment 65,894 83,435 Vehicles and equipment - finance lease 1,683 1,833 Machinery and equipment 720,927 758,528 Machinery and equipment - finance lease 299 532 Computer equipment and software 16,812 15,775 Computer equipment and software - finance lease 356 356 Office furniture and equipment 4,637 4,612 Disposal wells 64,241 64,038 Other 497 497 Construction in progress 74,280 60,347 1,071,777 1,114,378 Less accumulated depreciation (1) (595,332) (611,530) Property and equipment held-for-sale 13,733 — Total property and equipment, net $ 490,178 $ 502,848 (1) Includes $1.3 million of accumulated depreciation related to finance leases.

GOODWILL AND OTHER INTANGIBLE_2

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2019
GOODWILL AND OTHER INTANGIBLE ASSETS.
Schedule of changes in the carrying amounts of goodwill by reportable segment	Oilfield Water Wellsite Water Water Chemicals Solutions Services Services Infrastructure Other Total (in thousands) Balance as of December 31, 2017 $ 15,637 $ 245,542 $ 12,242 $ — $ — $ — $ 273,421 Additions — 982 — — — — 982 Impairment (12,652) — (5,242) — — — (17,894) Measurement period adjustments (2,985) 20,277 — — — — 17,292 Balance as of December 31, 2018 — 266,801 7,000 — — — 273,801 Resegmentation — (266,801) (7,000) 186,335 80,466 7,000 — Measurement period adjustments (1) — — — 133 — — 133 Affirm crane business divestiture — — — — — (2,604) (2,604) Affirm impairment — — — — — (4,396) (4,396) Balance as of March 31, 2019 $ — $ — $ — $ 186,468 $ 80,466 $ — $ 266,934 (1) 2019 measurement period adjustment related to the Pro Well working capital settlement. See Note 3.
Summary of components of other intangible assets	As of March 31, 2019 As of December 31, 2018 Gross Accumulated Net Gross Accumulated Net Value Amortization Value Value Amortization Value (in thousands) (in thousands) Definite-lived Customer relationships $ 116,078 $ 13,478 $ 102,600 $ 171,245 $ 66,402 $ 104,843 Patents 10,110 1,668 8,442 10,110 1,417 8,693 Other 7,516 3,623 3,893 7,234 2,866 4,368 Total definite-lived 133,704 18,769 114,935 188,589 70,685 117,904 Indefinite-lived Water rights 7,031 — 7,031 7,031 — 7,031 Trademarks 23,442 — 23,442 23,442 — 23,442 Total indefinite-lived 30,473 — 30,473 30,473 — 30,473 Total other intangible assets $ 164,177 $ 18,769 $ 145,408 $ 219,062 $ 70,685 $ 148,377
Summary of future estimated amortization expense for other intangible assets	Amount (in thousands) Remainder of 2019 $ 8,891 2020 11,561 2021 10,378 2022 10,163 2023 10,092 Thereafter 63,850 $ 114,935

DEBT (Tables)

DEBT (Tables)	3 Months Ended
	Mar. 31, 2019
DEBT
Summary of Company’s leverage ratio	Level Average Excess Availability Base Rate Margin Eurocurrency Rate Margin I < 33% of the commitments II < 66.67% of the commitments and ≥ 33.33% of the commitments III ≥ 66.67% of the commitments
Schedule of fee Percentage on unused credit facility	Level Average Revolver Usage Unused Line Fee Percentage I ≥ 50% of the commitments II < 50% of the commitments

EQUITY-BASED COMPENSATION (Tabl

EQUITY-BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2019
Schedule of equity option activity and related information	For the three months ended March 31, 2019 Weighted-average Weighted-average Remaining Contractual Aggregate Intrinsic Stock Options Exercise Price Term (Years) Value (in thousands) (a) Beginning balance, outstanding 3,865,678 $ 16.00 4.9 $ 19 Granted — — Exercised — — Forfeited (12,459) 17.83 Expired (27,303) 22.21 Ending balance, outstanding 3,825,916 $ 15.95 5.0 $ 2,865 Ending balance, exercisable 3,360,731 $ 15.24 4.5 $ 2,493 Non-vested at end of period 465,185 $ 21.03 (a) Aggregate intrinsic value for stock options is based on the difference between the exercise price of the stock options and the quoted closing Class A Common Stock price of $12.02 and $6.32 as of March 29, 2019 and December 31, 2018, respectively.
Schedule of percentage of stock settled incentives earned	Stock Price at Vesting Date (1) Percentage of Target Amount Earned Less than $20.00 0% At least $20.00, but less than $25.00 100% $25.00 or greater 200% (1) The stock price at vesting date equals the greater of (i) the fair market value of a share of the Company’s stock on the vesting date, or (ii) the volume weighted average closing price of a share of the Company’s stock, as reported on the New York Stock Exchange (“NYSE”), for the 30 trading days preceding the vesting date.
Schedule of stock-settled incentive awards outstanding	Award Value Value at Target Being Recognized Non-vested at December 31, 2018 $ 3,147 $ 1,202 Granted during 2019 — — Forfeited during 2019 (210) (80) Non-vested at March 31, 2019 $ 2,937 $ 1,122
summary of ESPP activity	The following table summarizes ESPP activity (in thousands, except shares): For the three months ended March 31, 2019 Cash received for shares issued $ 27 Shares issued 2,810
Restricted Stock
Schedule of restricted stock activity	For the three months ended March 31, 2019 Weighted-average Restricted Stock Awards Grant Date Fair Value Non-vested at December 31, 2018 496,945 $ 19.02 Granted 1,169,777 8.37 Vested (178,564) 20.24 Forfeited (7,399) 19.00 Non-vested at March 31, 2019 1,480,759 $ 10.46
Restricted Stock Units
Schedule of restricted stock activity	For the three months ended March 31, 2019 Weighted-average Restricted Stock Units Grant Date Fair Value Non-vested at December 31, 2018 2,500 $ 19.00 Granted — — Vested (625) 20.00 Non-vested at March 31, 2019 1,875 $ 18.67
Performance share units
Schedule of percentage of target PSUs earned	Return on Assets at Performance Period End Date Percentage of Target PSUs Earned Less than 9.6% 0% 9.6% 50% 12% 100% 14.4% 175%
Summary of activity related to the units outstanding	Period Granted Target Shares Outstanding at Beginning of Period Target Shares Granted Target Shares Vested Target Shares Forfeited Target Shares Outstanding at End of Period 2019 255,364 676,379 — (7,302) 924,441 Total 255,364 676,379 — (7,302) 924,441

FAIR VALUE MEASUREMENT (Tables)

FAIR VALUE MEASUREMENT (Tables)	3 Months Ended
	Mar. 31, 2019
FAIR VALUE MEASUREMENT
Summary of assets and liabilities measured at fair value on a recurring basis	Fair Value Measurements Using Carrying Level 1 Level 2 Level 3 Value (1) Impairment (in thousands) Quarter Ended March 31, 2019 Affirm goodwill $ — $ — $ — $ 4,396 $ 4,396 Property and equipment — — 2,346 2,865 519 (1) Amount represents carrying value at the date of assessment.

NONCONTROLLING INTERESTS (Table

NONCONTROLLING INTERESTS (Tables)	3 Months Ended
	Mar. 31, 2019
NONCONTROLLING INTERESTS
Schedule of Non Controlling Interests Categories	As of As of March 31, 2019 December 31, 2018 (in thousands) Noncontrolling interests attributable to joint ventures formed for water-related services $ 3,031 $ 3,273 Noncontrolling interests attributable to holders of Class B common stock 272,992 274,566 Total noncontrolling interests $ 276,023 $ 277,839
Summary of the effects of changes in noncontrolling interests	For the three months ended March 31, 2019 2018 (in thousands) Net income attributable to Select Energy Services, Inc. $ 1,135 $ 10,099 Transfers (to) from noncontrolling interests: Decrease in additional paid-in capital as a result of stock option exercises — (49) Increase in additional paid-in capital as a result of restricted stock issuance, net of forfeitures 3,021 1,354 Increase in additional paid-in capital as a result of issuance of common stock due to vesting of restricted stock units 2 2 Decrease in additional paid-in capital as a result of the repurchase of SES Holdings LLC Units (29) — Increase in additional paid-in capital as a result of exchanges of SES Holdings LLC Units (an equivalent number of shares of Class B common stock) for shares of Class A common stock — 42 Increase in additional paid-in capital as a result of the Employee Stock Purchase Plan shares issued 2 — Change to equity from net income attributable to Select Energy Services, Inc. and transfers from noncontrolling interests $ 4,131 $ 11,448

EARNINGS (LOSS) PER SHARE (Tabl

EARNINGS (LOSS) PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2019
EARNINGS (LOSS) PER SHARE
Summary of calculation of basic and diluted earnings per share	The following tables present the Company’s calculation of basic and diluted earnings per share for the Current Quarter and Prior Quarter (dollars in thousands, except share and per share amounts): Three months ended March 31, 2019 Select Energy Services, Inc. Class A Class A-2 Class B Numerator: Net income $ 1,400 Net income attributable to noncontrolling interests (265) Net income attributable to Select Energy Services, Inc. — basic 1,135 $ 1,135 $ — $ — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of restricted stock 1 1 — — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of stock options — — — — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of ESPP — — — — Net income (loss) attributable to Select Energy Services, Inc. — diluted $ 1,136 $ 1,136 $ — $ — Denominator: Weighted-average shares of common stock outstanding — basic 78,523,768 — 26,026,843 Dilutive effect of restricted stock 209,811 — — Dilutive effect of stock options 34,488 — — Dilutive effect of ESPP 94 — — Weighted-average shares of common stock outstanding — diluted 78,768,161 — 26,026,843 Earnings per share: Basic $ 0.01 $ — $ — Diluted $ 0.01 $ — $ — Three months ended March 31, 2018 Select Energy Services, Inc. Class A Class A-2 Class B Numerator: Net income $ 16,132 Net income attributable to noncontrolling interests (6,033) Net income attributable to Select Energy Services, Inc. — basic 10,099 $ 9,097 $ 1,002 $ — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of restricted stock 10 11 (1) — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of stock options 25 29 (4) — Net loss attributable to Select Energy Services, Inc. — diluted $ 10,134 $ 9,137 $ 997 $ — Denominator: Weighted-average shares of common stock outstanding — basic 59,064,958 6,507,445 40,331,989 Dilutive effect of restricted stock 165,402 — — Dilutive effect of stock options 443,106 — — Weighted-average shares of common stock outstanding — diluted 59,673,466 6,507,445 40,331,989 Earnings per share: Basic $ 0.15 $ 0.15 $ — Diluted $ 0.15 $ 0.15 $ —

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	3 Months Ended
	Mar. 31, 2019
SEGMENT INFORMATION
Summary of financial information by segment	For the three months ended March 31, 2019 Income (loss) Depreciation and Capital Revenue before taxes Amortization Expenditures (in thousands) Water services $ 220,880 $ 23,660 $ 21,262 $ 13,126 Water infrastructure 53,616 3,801 6,089 17,238 Oilfield chemicals 67,119 2,013 2,453 1,220 Other 23,670 (6,523) 1,714 61 Eliminations (2,639) — — — Income from operations 22,951 Corporate — (16,318) 1,000 — Interest expense, net — (1,093) — — Other income, net — (3,962) — — $ 362,646 $ 1,578 $ 32,518 $ 31,645 For the three months ended March 31, 2018 Income (loss) Depreciation and Capital Revenue before taxes Amortization Expenditures (in thousands) Water services $ 218,355 $ 22,718 $ 18,892 $ 17,897 Water infrastructure 54,057 5,749 5,037 7,436 Oilfield chemicals 63,630 931 2,915 2,255 Other 40,824 (969) 4,038 3,518 Eliminations (471) — — — Income from operations 28,429 Corporate — (9,826) 541 — Interest expense, net — (1,151) — — Other income, net — (858) — — $ 376,395 $ 16,594 $ 31,423 $ 31,106 Total assets by segment as of March 31, 2019 and December 31, 2018 is as follows: As of As of March 31, 2019 December 31, 2018 (in thousands) Water services $ 970,713 $ 934,410 Water infrastructure 223,225 181,789 Oilfield chemicals 180,247 173,762 Other 37,767 70,644 $ 1,411,952 $ 1,360,605

BUSINESS AND BASIS OF PRESENT_2

BUSINESS AND BASIS OF PRESENTATION (Details)	Nov. 01, 2017USD ($)	Sep. 15, 2017USD ($)	May 10, 2017$ / sharesshares	Apr. 26, 2017$ / sharesshares	Mar. 10, 2017USD ($)	Dec. 20, 2016$ / sharesshares	Mar. 31, 2019USD ($)itemsegment$ / sharesshares	Dec. 31, 2017item	Dec. 31, 2018$ / sharesshares	Jun. 13, 2017shares	Dec. 31, 2016shares
Number of tax receivable agreements | $							$ 2
Number of cost-method investee | item							1
Number of operating segments | segment							3
Number of reportable segments | segment							3
Number of business combinations | item								3
Predecessor
Common units issued						16,100,000
Class A-1 Common Stock
Par value | $ / shares						$ 0.01
Conversion rate per share										1
Class A-1 Common Stock | Private Placement
Shares issued						16,100,000
Share Price | $ / shares						$ 20
Conversion rate per share											1
Class A Common Stock
Par value | $ / shares							$ 0.01		$ 0.01
Common stock issued							79,998,292		78,956,555
Class A Common Stock | IPO
Shares issued				8,700,000
Share Price | $ / shares				$ 14
Class A Common Stock | Over-allotment option
Shares issued			1,305,000
Share Price | $ / shares			$ 14
Class B Common Stock
Par value | $ / shares						$ 0.01	$ 0.01		$ 0.01
Common stock issued						38,462,541	26,026,843		26,026,843
GRR Acquisition
Total consideration transferred | $					$ 59,600,000
Resource Water Acquisition
Total consideration transferred | $		$ 9,000,000
Rockwater Merger
Total consideration transferred | $	$ 620,200,000

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)facility
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Balance at beginning of year	$ 1,898
Accretion expense, included in depreciation and amortization expense	28
Divestitures	(61)
Balance at end of period	$ 1,865
Number of disposal facilities | facility	16

ACQUISITIONS AND DIVESTITURES -

ACQUISITIONS AND DIVESTITURES - Pro Well Acquisition (Details) - USD ($) $ in Thousands	Nov. 20, 2018	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Less: identified assets acquired and liabilities assumed
Goodwill		$ 266,934	$ 273,801	$ 273,421
Pro Well Acquisition
Consideration transferred
Cash paid	$ 11,754
Total consideration transferred	11,754	11,800
Less: identified assets acquired and liabilities assumed
Working capital	1,051
Property and equipment	6,588
Total identifiable net assets acquired	10,639
Goodwill	1,115
Fair value allocated to net assets acquired	11,754
Initial payment	12,400
Purchase price	11,754	$ 11,800
Pro Well Acquisition | Customer relationships
Less: identified assets acquired and liabilities assumed
Intangible assets	$ 3,000

ACQUISITIONS AND DIVESTITURES_2

ACQUISITIONS AND DIVESTITURES - Affirm Crane Sale (Details) - USD ($) $ in Thousands	Mar. 19, 2019	Feb. 26, 2019	Mar. 31, 2019	Dec. 31, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Reduction in goodwill			$ 2,604
Affirm Crane Operations [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net book value			6,200
Canadian Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net book value			5,000
Sale | Affirm Crane Operations [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales price		$ 11,200
Proceeds		11,000
Gain or loss		0
Reduction in goodwill		$ 2,600
Percentage of subsidiary revenue				20.00%
Net book value			6,200
Sale | Canadian Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Sales price	$ 5,800
Gain or loss	$ 4,700
Percentage of subsidiary revenue				80.00%
Net book value			$ 5,000

LEASES - Description (Details)

LEASES - Description (Details) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2019USD ($)lease	Dec. 31, 2018USD ($)facility
Lessee, Lease, Description [Line Items]
Number of operating leases	720
Number of subleases	15
Number of finance leases	80
Number of lessor owned properties	4
Lessee Operating Lease Existence Of Option To Extend	true
Renewal option for lease facility (Number)	3
Exit-disposal cease use liability | $		$ 18.8
Number of abandoned facility leases | facility		17
Impairment of lease | $	$ 17.9
Finance lease, accumulated amortization | $	$ 1.3
Minimum
Lessee, Lease, Description [Line Items]
Lessee operating lease renewal term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lessee operating lease renewal term	5 years

LEASES - Financial Impact of Le

LEASES - Financial Impact of Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Statement of Financial Position
Operating lease assets	$ 72,341
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	us-gaap:LongTermRightOfUseAssetsMember
Finance lease assets	$ 1,066
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property Plant And Equipment [Member]
Operating lease liabilities	$ 21,959
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	wttr:CurrentOperatingLeaseLiabilitiesMember
Operating lease liabilities	$ 70,641		$ 16,752
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	wttr:LongTermOperatingLeaseLiabilitiesMember
Finance lease liabilities	$ 743		$ 938
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Finance lease liabilities
Finance lease liabilities	$ 122
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	wttr:OtherLongTermLliabilitiesMember
Lease, Cost [Abstract]
Operating lease cost - fixed	$ 8,059
Lease abandonment costs	1,073
Short-term agreements:	22,898
Finance lease cost:
Amortization of leased assets	214
Interest on lease liabilities	4
Sublease income	373
Lessor income	111
Statement of cash flows
Cash paid for operating leases	8,351
Cash paid for finance leases lease interest	4
Cash paid for finance leases	$ 285	$ 511

LEASES - Lease Term and Discoun

LEASES - Lease Term and Discount Rate (Details)	3 Months Ended
	Mar. 31, 2019
LEASES
Operating leases, weighted average remaining lease term	4 years 6 months
Finance leases, weighted average remaining lease term	1 year 2 months 12 days
Operating Leases, Weighted-average discount rate	5.30%
Finance leases, Weighted average discount rate	5.20%

LEASES - Lease Commitments (Det

LEASES - Lease Commitments (Details) $ in Thousands	Mar. 31, 2019USD ($)
Operating Leases
April 2019 through December 2019	$ 23,686
2020	20,864
2021	14,806
2022	11,343
2023	9,686
Thereafter	45,069
Total minimum lease payments	125,454
Operating lease, Less reconciling items to reconcile undiscounted cash flows to lease liabilities:
Leases commencing in the future	(10,173)
Short-term leases excluded from balance sheet	(2,673)
Imputed interest	(20,008)
Total reconciling items	(32,854)
Total liabilities per balance sheet	92,600
Finance Leases
April 2019 through December 2019	665
2020	163
2021	89
Total minimum lease payments	917
Finance Lease, Less reconciling items to reconcile undiscounted cash flows to lease liabilities:
Imputed interest	(52)
Total liabilities per balance sheet	865
Total
April 2019 through December 2019	24,351
2020	21,027
2021	14,895
2022	11,343
2023	9,686
Thereafter	45,069
Total minimum lease payments	126,371
Leases Total , Less reconciling items to reconcile undiscounted cash flows to lease liabilities:
Leases commencing in the future	(10,173)
Short-term leases excluded from balance sheet	(2,673)
Imputed interest	(20,060)
Total reconciling items	(32,906)
Total liabilities per balance sheet	93,465
Sublease Income Receivable Due
April 2019 through December 2019	1,100
2020	800
2021	$ 200

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Significant components of inventory
Raw materials	$ 17,895	$ 15,219
Finished goods	23,663	28,540
Materials and supplies	962	1,233
Inventory net	42,520	44,992
Inventory reserve	$ 100	$ 300

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Property and equipment
Property, Plant and Equipment, Gross.	$ 1,071,777	$ 1,114,378
Accumulated depreciation	(595,332)	(611,530)
Property and equipment held-for-sale	13,733
Total property and equipment, net	490,178	502,848
Accumulated depreciation related to finance leases	1,300
Depreciation	29,500	27,500
Affirm Crane Operations [Member]
Property and Equipment Held-for-Sale and Impairments
Property and equipment	6,200
Canadian Business
Property and Equipment Held-for-Sale and Impairments
Property and equipment	5,000
Impairment of property and equipment	500
Land
Property and equipment
Property and equipment	16,558	17,799
Buildings and leasehold improvements
Property and equipment
Property and equipment	105,593	106,626
Vehicles and equipment
Property and equipment
Property and equipment	65,894	83,435
Vehicles and equipment - finance lease
Property and equipment
Property and equipment	1,683	1,833
Machinery and equipment
Property and equipment
Property and equipment	299	532
Machinery and equipment - finance lease
Property and equipment
Property and equipment	720,927	758,528
Computer equipment and software
Property and equipment
Property and equipment	16,812	15,775
Computer equipment and software - finance lease
Property and equipment
Property and equipment	356	356
Office furniture and equipment
Property and equipment
Property and equipment	4,637	4,612
Disposal wells
Property and equipment
Property and equipment	64,241	64,038
Other
Property and equipment
Property and equipment	497	497
Construction in progress
Property and equipment
Property and equipment	74,280	60,347
Finance leased assets
Property and equipment
Depreciation	$ 200	$ 400

GOODWILL AND OTHER INTANGIBLE_3

GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Goodwill
Balance at the beginning of the period	$ 273,801	$ 273,421
Additions		982
Measurement period adjustment	133	17,292
Affirm crane business divestiture	2,604
Impairment	(4,396)	(17,894)
Balance at the end of the period	266,934	273,801
Oilfield chemicals
Goodwill
Balance at the beginning of the period		15,637
Measurement period adjustment		(2,985)
Impairment		(12,652)
Water Solutions
Goodwill
Balance at the beginning of the period	266,801	245,542
Additions		982
Resegmentation	(266,801)
Measurement period adjustment		20,277
Balance at the end of the period		266,801
Wellsite Services
Goodwill
Balance at the beginning of the period	7,000	12,242
Resegmentation	(7,000)
Impairment		(5,242)
Balance at the end of the period		$ 7,000
Water services
Goodwill
Resegmentation	186,335
Measurement period adjustment	133
Balance at the end of the period	186,468
Water infrastructure
Goodwill
Resegmentation	80,466
Balance at the end of the period	80,466
Other
Goodwill
Resegmentation	7,000
Affirm crane business divestiture	2,604
Impairment	$ (4,396)

GOODWILL AND OTHER INTANGIBLE_4

GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Other intangible assets
Gross Value	$ 133,704	$ 188,589
Accumulated Amortization	18,769	70,685
Net Value	114,935	117,904
Intangible assets	30,473	30,473
Intangible Assets, Gross (Excluding Goodwill)	164,177	219,062
Intangible Assets, Net (Excluding Goodwill)	145,408	148,377
Amortization expense	3,000	3,900
Water rights
Other intangible assets
Intangible assets	7,031	7,031
Trademarks
Other intangible assets
Intangible assets	23,442	23,442
Customer relationships
Other intangible assets
Gross Value	116,078	171,245
Accumulated Amortization	13,478	66,402
Net Value	102,600	104,843
Patents
Other intangible assets
Gross Value	10,110	10,110
Accumulated Amortization	1,668	1,417
Net Value	8,442	8,693
Other intangibles
Other intangible assets
Gross Value	7,516	7,234
Accumulated Amortization	3,623	2,866
Net Value	$ 3,893	$ 4,368

GOODWILL AND OTHER INTANGIBLE_5

GOODWILL AND OTHER INTANGIBLE ASSETS - Annual Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Annual amortization of intangible assets
Remainder of 2019	$ 8,891
2020	11,561
2021	10,378
2022	10,163
2023	10,092
Thereafter	63,850
Net Value	$ 114,935	$ 117,904

DEBT (Details)

DEBT (Details) - USD ($) $ in Thousands	Nov. 01, 2017	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
DEBT
Amortization of debt issuance costs		$ 172	$ 172
Average excess availability, less than 33% of the commitments | Base Rate Advances
DEBT
Variable interest rate (as a percent)		1.00%
Average excess availability, less than 33% of the commitments | LIBOR
DEBT
Variable interest rate (as a percent)		2.00%
Average excess availability, less than 66.67% of the commitments and more than or equal to 33.33% of the commitments | Base Rate Advances
DEBT
Variable interest rate (as a percent)		0.75%
Average excess availability, less than 66.67% of the commitments and more than or equal to 33.33% of the commitments | LIBOR
DEBT
Variable interest rate (as a percent)		1.75%
Average excess availability, more than or equal to 66.67% of the commitments | Base Rate Advances
DEBT
Variable interest rate (as a percent)		0.50%
Average excess availability, more than or equal to 66.67% of the commitments | LIBOR
DEBT
Variable interest rate (as a percent)		1.50%
Average excess availability more than or equal to fifty percent
DEBT
Unused line fee (as a percent)		0.25%
Average excess availability less than fifty percent
DEBT
Unused line fee (as a percent)		0.375%
Eligible unbilled receivables
DEBT
Borrowing base (as a percent)	75.00%
Letter of credit
DEBT
Amount outstanding		$ 25,000		$ 45,000
Revolving line of credit
DEBT
Maximum borrowing capacity	$ 300,000
Revolving line of credit | Letter of credit
DEBT
Maximum borrowing capacity		$ 264,300		$ 270,500
Senior secured credit facility
DEBT
Additional borrowing capacity	$ 150,000
Time frame for increasing borrowing capacity	3 years
Percentage of borrowing base allowed	35.00%
Margin (as a percent)	2.00%
Weighted average interest rate (as a percent)		3.999%		4.256%
Reduction in borrowing capacity		$ 20,800		$ 20,800
Unused portion of available borrowing		218,500
Debt issuance costs		$ 2,500		$ 2,600
Senior secured credit facility | Minimum
DEBT
Percentage of borrowing base allowed	30.00%
Variable interest rate (as a percent)		1.50%
Senior secured credit facility | Maximum
DEBT
Variable interest rate (as a percent)		2.00%
Senior secured credit facility | Base Rate Advances | Minimum
DEBT
Margin (as a percent)	0.50%
Senior secured credit facility | Base Rate Advances | Maximum
DEBT
Margin (as a percent)	1.00%
Senior secured credit facility | LIBOR
DEBT
Margin (as a percent)	1.00%
Senior secured credit facility | LIBOR | Minimum
DEBT
Margin (as a percent)	1.50%
Senior secured credit facility | LIBOR | Maximum
DEBT
Margin (as a percent)	2.00%
Senior secured credit facility | Federal Funds Rate
DEBT
Margin (as a percent)	0.50%
Senior secured credit facility | Eligible billed receivables
DEBT
Borrowing base (as a percent)	85.00%
Senior secured credit facility | Eligible inventory
DEBT
Borrowing base (as a percent)	70.00%
Senior secured credit facility | Net recovery percentage
DEBT
Borrowing base (as a percent)	85.00%
Senior secured credit facility | Criteria for distributions, scenario one
DEBT
Lookback period	30 days
Percentage outstanding	25.00%
Base amount	$ 37,500
Senior secured credit facility | Criteria for distributions, scenario two
DEBT
Lookback period	30 days
Percentage outstanding	20.00%
Base amount	$ 30,000
Fixed charge coverage ratio	1.00%
Senior secured credit facility | Coverage Ratio Criteria
DEBT
Lookback period	60 days
Percentage outstanding	10.00%
Base amount	$ 15,000
Fixed charge coverage ratio	1.00%
Senior secured credit facility | Letter of credit
DEBT
Maximum borrowing capacity	$ 40,000
Senior secured credit facility | Swingline loan
DEBT
Maximum borrowing capacity	$ 30,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details)	3 Months Ended
	Mar. 31, 2019
COMMITMENTS AND CONTINGENCIES
Percentage of vehicles in which certain employees at some of the facilities altered emissions controls systems	4.00%

EQUITY-BASED COMPENSATION (Deta

EQUITY-BASED COMPENSATION (Details) - shares	Nov. 01, 2017	Dec. 31, 2017	Mar. 31, 2019
EQUITY-BASED COMPENSATION
offering period		3 years
2016 plan | Maximum
EQUITY-BASED COMPENSATION
Equity options term	10 years
2016 plan | Class A Common Stock
EQUITY-BASED COMPENSATION
Maximum number of shares	5,400,400		9,290,199
Rockwater Equity Plan | Class A Common Stock
EQUITY-BASED COMPENSATION
Maximum number of shares	1,011,087
Substitute Awards | 2016 plan | Class A Common Stock
EQUITY-BASED COMPENSATION
Maximum number of shares	2,879,112

EQUITY-BASED COMPENSATION - Equ

EQUITY-BASED COMPENSATION - Equity Options Changed During Period (Details) - Equity options - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Equity Options
Beginning balance (in shares)	3,865,678
Forfeited (in shares)	(12,459)
Expired (in shares)	27,303
Ending balance (in shares)	3,825,916	3,865,678
Ending balance, exercisable (in shares)	3,360,731
Non-vested at end of period (in shares)	465,185
Weighted-average Exercise Price
Beginning balance (in dollars per share)	$ 16
Forfeited (in dollars per share)	17.83
Expired (in dollars per share)	22.21
Ending balance (in dollars per share)	15.95	$ 16
Ending balance, exercisable	15.24
Non-vested at end of period (in dollar per share)	$ 21.03
Weighted-average Remaining Contractual Term (Years)
Outstanding	5 years	4 years 10 months 24 days
Ending balance, exercisable	4 years 6 months
Aggregate Intrinsic Value
Beginning balance, outstanding	$ 19
Ending balance, outstanding	2,865	$ 19
Ending balance, exercisable	$ 2,493

EQUITY-BASED COMPENSATION - E_2

EQUITY-BASED COMPENSATION - Equity Options (Details) - Equity options - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 29, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 1.3	$ 1.3
Unrecognized compensation expense	$ 3.3
Weighted-average period for recognition (in years)	1 year
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share Price			$ 12.02	$ 6.32

EQUITY-BASED COMPENSATION - Res

EQUITY-BASED COMPENSATION - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
EQUITY-BASED COMPENSATION
offering period				3 years
Payments for repurchase of common stock	$ 1,216		$ 264
Restricted Stock
EQUITY-BASED COMPENSATION
Unrecognized compensation expense	$ 13,500
Weighted-average remaining life	1 year 8 months 12 days
Restricted Stock | Minimum
EQUITY-BASED COMPENSATION
offering period	1 year
Restricted Stock | Maximum
EQUITY-BASED COMPENSATION
offering period	3 years
Restricted Stock Awards
EQUITY-BASED COMPENSATION
Compensation expense	$ 1,800
Restricted stock
Beginning balance (in shares)	496,945
Granted (in shares)	1,169,777
Vested (in shares)	(178,564)
Forfeited (in shares)	(7,399)
Ending balance (in shares)	1,480,759	496,945
Grant Date Fair Value
Beginning balance (in dollars per share)	$ 19.02
Granted (in dollars per share)	8.37
Vested (in dollars per share)	20.24
Forfeited	19
Ending balance (in dollars per share)	$ 10.46	$ 19.02
Restricted Stock Units
EQUITY-BASED COMPENSATION
Compensation expense		$ 1,000
Weighted-average remaining life	1 year 8 months 12 days
Restricted stock
Beginning balance (in shares)	2,500
Vested (in shares)	(625)
Ending balance (in shares)	1,875	2,500
Grant Date Fair Value
Beginning balance (in dollars per share)	$ 19
Vested (in dollars per share)	20
Ending balance (in dollars per share)	$ 18.67	$ 19

EQUITY-BASED COMPENSATION - Per

EQUITY-BASED COMPENSATION - Performance share units (Details) - Performance share units $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2019USD ($)item	Dec. 31, 2018USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of times shares issued for each performance share settlement | item	1
Grant date fair value of PSUs	$ 5.9	$ 5.9
Compensation expense	0.9
Fair value of outstanding shares	11.1
Unrecognized compensation expense	$ 9.3
Weighted-average remaining life	1 year 9 months 18 days
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of times shares issued for each performance share settlement | item	0
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of times shares issued for each performance share settlement | item	1.75
Return on assets Less than 9.6%
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Target PSUs Earned	0.00%
Return on assets 9.6%
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Target PSUs Earned	50.00%
Return on assets 12%
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Target PSUs Earned	100.00%
Return on assets 14.4%
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Target PSUs Earned	175.00%

EQUITY-BASED COMPENSATION - P_2

EQUITY-BASED COMPENSATION - Performance share units outstanding (Details) - Performance share units	3 Months Ended
	Mar. 31, 2019shares
Performance share units
Beginning balance (in shares)	255,364
Target Shares Granted	676,379
Target Shares Forfeited	(7,302)
Ending balance (in shares)	924,441
2019
Performance share units
Beginning balance (in shares)	255,364
Target Shares Granted	676,379
Target Shares Forfeited	(7,302)
Ending balance (in shares)	924,441

EQUITY-BASED COMPENSATION - Sto

EQUITY-BASED COMPENSATION - Stock-Settled Incentive Awards (Details) - USD ($) $ in Millions	May 17, 2018	Mar. 31, 2019	Dec. 31, 2017
EQUITY-BASED COMPENSATION
offering period			3 years
Stock-Settled Incentive Awards
EQUITY-BASED COMPENSATION
offering period	2 years
Vesting date		30 days
Stock settled incentive awards granted		$ 3.9
Compensation expense		0.1
Unrecognized compensation expense		$ 0.6
Weighted-average period for recognition (in years)		14 months
Stock-Settled Incentive Awards | Minimum
EQUITY-BASED COMPENSATION
Pay out percentage	0.00%
Stock-Settled Incentive Awards | Maximum
EQUITY-BASED COMPENSATION
Pay out percentage	200.00%
Stock-Settled Incentive Awards | Less than $20.00
EQUITY-BASED COMPENSATION
Percentage of Target Amount Earned		0.00%
Stock-Settled Incentive Awards | At least $20.00, but less than $25.00
EQUITY-BASED COMPENSATION
Percentage of Target Amount Earned		100.00%
Stock-Settled Incentive Awards | $25.00 or greater
EQUITY-BASED COMPENSATION
Percentage of Target Amount Earned		200.00%

EQUITY-BASED COMPENSATION - S_2

EQUITY-BASED COMPENSATION - Stock-settled incentive awards outstanding (Details) - Stock-Settled Incentive Awards $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Value at Target
Non-vested at beginning of period	$ 3,147
Forfeited during 2019	210
Non-vested at end of period	2,937
Award Value Being Recognized
Non-vested at beginning of period	1,202
Forfeited during 2019	(80)
Non-vested at end of period	$ 1,122

EQUITY-BASED COMPENSATION - Emp

EQUITY-BASED COMPENSATION - Employee Stock Purchase Plan (ESPP) (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
offering period		3 years
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
offering period	4 years
Issue price (percentage)	95.00%
Maximum annual employees contribution	$ 15,000
Cash received for shares issued	$ 27,000
Shares issued	2,810
Minimum | ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee service period	1 year

EQUITY-BASED COMPENSATION - Sha

EQUITY-BASED COMPENSATION - Share-repurchases (Details) - 2016 plan $ in Millions	3 Months Ended
	Mar. 31, 2019USD ($)shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares repurchased in open market	82,092
Number of shares repurchased with employee minimum tax withholding requirements	43,694
Decrease in paid in-capital | $	$ 1.2
Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Decrease in Class A common stock	1,000

FAIR VALUE MEASUREMENT (Details

FAIR VALUE MEASUREMENT (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Transfers into Level3	$ 0	$ 0
Transfers out of Level3	0	$ 0
Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Goodwill	4,396
Property and equipment	519
Nonrecurring | Carrying value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Goodwill	4,396
Property and equipment	2,865
Level 3 | Nonrecurring | Fair value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Property and equipment	$ 2,346

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
RELATED PARTY TRANSACTIONS
Sales to related parties	$ 6,300,000	$ 2,800,000
Purchases from related party vendors	$ 6,000,000	3,500,000
Minimum
RELATED PARTY TRANSACTIONS
Beneficial ownership (as a percent)	5.00%
Tax Receivable Agreement | Legacy Owner Holdco and Crestview GP
RELATED PARTY TRANSACTIONS
Percentage of net tax savings for payment to TRA Holders	$ 85
Tax Receivable Agreement | Contributing Legacy Owners
RELATED PARTY TRANSACTIONS
Percentage of net tax savings for payment to TRA Holders	85
Property and equipment
RELATED PARTY TRANSACTIONS
Purchases from related party vendors	1,500,000	1,600,000
Inventory and consumables
RELATED PARTY TRANSACTIONS
Purchases from related party vendors		200,000
Rent of certain equipment or other services
RELATED PARTY TRANSACTIONS
Purchases from related party vendors	3,900,000	1,300,000
Management, consulting and other services
RELATED PARTY TRANSACTIONS
Purchases from related party vendors	$ 600,000	$ 400,000

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
INCOME TAXES
Effective Income tax (as percent)	11.30%	2.80%
Statutory tax rate (as a percent)	21.00%
Tax expense (benefit)	$ 178	$ 462

NONCONTROLLING INTERESTS (Detai

NONCONTROLLING INTERESTS (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
NONCONTROLLING INTERESTS
Noncontrolling interests attributable to joint ventures formed for water-related services	$ 3,031	$ 3,273
Noncontrolling interests attributable to holders of Class B common stock	272,992	274,566
Total noncontrolling interests	$ 276,023	$ 277,839

NONCONTROLLING INTERESTS - Effe

NONCONTROLLING INTERESTS - Effect of Changes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Effects of changes in noncontrolling interests on equity
Net income attributable to Select Energy Services, Inc.	$ 1,135	$ 10,099
Transfers (to) from noncontrolling interests:
Decrease in additional paid-in capital as a result of stock option exercises		(49)
Increase in additional paid-in capital as a result of restricted stock issuance, net of forfeitures	3,021	1,354
Increase in additional paid-in capital as a result of issuance of common stock due to vesting of restricted stock units	2	2
Decrease in additional paid-in capital as a result of the repurchase of SES Holdings LLC Units	(29)
Increase in additional paid-in capital as a result of exchanges of SES Holdings LLC Units (an equivalent number of shares of Class B common stock) for shares of Class A common stock		42
Increase in additional paid-in capital as a result of the Employee Stock Purchase Plan shares issued	2
Change to equity from net income attributable to Select Energy Services, Inc. and transfers from noncontrolling interests	$ 4,131	$ 11,448

EARNINGS (LOSS) PER SHARE (Deta

EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
Calculation of basic and diluted earnings per share:
Antidilutive shares	2,980,567	1,400,008
Net income	$ 1,400		$ 16,132
Net (income) loss attributable to noncontrolling interests	(265)		(6,033)
Net income attributable to Select Energy Services, Inc.	1,135		10,099
Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of restricted stock	1		10
Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of stock options			25
Net income (loss) attributable to Select Energy Services, Inc. — diluted	1,136		10,134
Class A Common Stock
Calculation of basic and diluted earnings per share:
Net income attributable to Select Energy Services, Inc.	1,135		9,097
Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of restricted stock	1		11
Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of stock options			29
Net income (loss) attributable to Select Energy Services, Inc. — diluted	$ 1,136		$ 9,137
Weighted-average shares of common stock outstanding — basic	78,523,768		59,064,958
Dilutive effect of restricted stock	209,811		165,402
Dilutive effect of stock options	34,488		443,106
Dilutive effect of ESPP	94
Weighted-average shares of common stock outstanding — diluted	78,768,161		59,673,466
Earnings (loss) per share, Basic (in dollars per share)	$ 0.01		$ 0.15
Earnings (loss) per share, Diluted (in dollars per share)	$ 0.01		$ 0.15
Class A-2 Common Stock
Calculation of basic and diluted earnings per share:
Net income attributable to Select Energy Services, Inc.			$ 1,002
Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of restricted stock			(1)
Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of stock options			(4)
Net income (loss) attributable to Select Energy Services, Inc. — diluted			$ 997
Weighted-average shares of common stock outstanding — basic			6,507,445
Weighted-average shares of common stock outstanding — diluted			6,507,445
Earnings (loss) per share, Basic (in dollars per share)			$ 0.15
Earnings (loss) per share, Diluted (in dollars per share)			$ 0.15
Class B Common Stock
Calculation of basic and diluted earnings per share:
Weighted-average shares of common stock outstanding — basic	26,026,843		40,331,989
Weighted-average shares of common stock outstanding — diluted	26,026,843		40,331,989

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)segment	Mar. 31, 2018USD ($)
SEGMENT INFORMATION
Number of operating segments | segment	3
Number of reportable segments | segment	3
Segment information
Revenue	$ 362,646	$ 376,395
Income (loss) before taxes	1,578	16,594
Depreciation and Amortization	32,518	31,423
Capital Expenditures	31,645	31,106
Income from operations	6,633	18,603
Other income, net	269	96
Water services
Segment information
Revenue	220,595	218,230
Water infrastructure
Segment information
Revenue	53,616	54,057
Oilfield chemicals
Segment information
Revenue	66,829	63,630
Other
Segment information
Revenue	21,606	40,478
Operating segment | Water services
Segment information
Revenue	220,880	218,355
Income (loss) before taxes	23,660	22,718
Depreciation and Amortization	21,262	18,892
Capital Expenditures	13,126	17,897
Operating segment | Water infrastructure
Segment information
Revenue	53,616	54,057
Income (loss) before taxes	3,801	5,749
Depreciation and Amortization	6,089	5,037
Capital Expenditures	17,238	7,436
Operating segment | Oilfield chemicals
Segment information
Revenue	67,119	63,630
Income (loss) before taxes	2,013	931
Depreciation and Amortization	2,453	2,915
Capital Expenditures	1,220	2,255
Operating segment | Other
Segment information
Revenue	23,670	40,824
Income (loss) before taxes	(6,523)	(969)
Depreciation and Amortization	1,714	4,038
Capital Expenditures	61	3,518
Elimination
Segment information
Revenue	(2,639)	(471)
Corporate
Segment information
Income (loss) before taxes	(16,318)	(9,826)
Depreciation and Amortization	1,000	541
Material reconciling items
Segment information
Income from operations	22,951	28,429
Interest expense, net	(1,093)	(1,151)
Other income, net	$ (3,962)	$ (858)

SEGMENT INFORMATION - Total Ass

SEGMENT INFORMATION - Total Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Segment Reporting Information [Line Items]
Assets	$ 1,411,952	$ 1,360,605
Operating segment | Water services
Segment Reporting Information [Line Items]
Assets	970,713	934,410
Operating segment | Water infrastructure
Segment Reporting Information [Line Items]
Assets	223,225	181,789
Operating segment | Oilfield chemicals
Segment Reporting Information [Line Items]
Assets	180,247	173,762
Operating segment | Other
Segment Reporting Information [Line Items]
Assets	$ 37,767	$ 70,644