Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38066 | |
Entity Registrant Name | SELECT ENERGY SERVICES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-4561945 | |
Entity Address, Address Line One | 1233 W. Loop South, Suite 1400 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77027 | |
City Area Code | 713 | |
Local Phone Number | 235-9500 | |
Title of 12(b) Security | Class A common stock, par value $0.01 per share | |
Trading Symbol | WTTR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001693256 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 98,102,383 | |
Class B Common Stock | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 16,221,101 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 13,222 | $ 85,801 |
Accounts receivable trade, net of allowance for credit losses of $4,891 and $4,401, respectively | 388,797 | 232,824 |
Accounts receivable, related parties | 303 | 219 |
Inventories | 40,314 | 44,456 |
Prepaid expenses and other current assets | 37,334 | 31,486 |
Total current assets | 479,970 | 394,786 |
Property and equipment | 1,018,402 | 943,515 |
Accumulated depreciation | (591,340) | (551,727) |
Total property and equipment, net | 427,062 | 391,788 |
Right-of-use assets, net | 48,275 | 47,732 |
Other intangible assets, net | 100,455 | 108,472 |
Other long-term assets, net | 16,639 | 7,414 |
Total assets | 1,072,401 | 950,192 |
Current liabilities | ||
Accounts payable | 55,844 | 36,049 |
Accrued accounts payable | 64,861 | 52,051 |
Accounts payable and accrued expenses, related parties | 3,775 | 1,939 |
Accrued salaries and benefits | 21,704 | 22,233 |
Accrued insurance | 21,520 | 13,408 |
Sales tax payable | 2,863 | 2,706 |
Accrued expenses and other current liabilities | 21,957 | 19,544 |
Current operating lease liabilities | 16,957 | 13,997 |
Current portion of finance lease obligations | 19 | 113 |
Total current liabilities | 209,500 | 162,040 |
Long-term operating lease liabilities | 48,552 | 53,198 |
Other long-term liabilities | 44,947 | 39,780 |
Total liabilities | 302,999 | 255,018 |
Commitments and contingencies (Note 9) | ||
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued and outstanding as of September 30, 2022 and December 31, 2021 | ||
Additional paid-in capital | 977,063 | 950,464 |
Accumulated deficit | (318,843) | (359,472) |
Total stockholders' equity | 659,363 | 592,096 |
Noncontrolling interests | 110,039 | 103,078 |
Total equity | 769,402 | 695,174 |
Total liabilities and equity | 1,072,401 | 950,192 |
Class A Common Stock | ||
Current liabilities | ||
Common stock | 981 | 942 |
Class A-2 Common Stock | ||
Current liabilities | ||
Common stock | ||
Class B Common Stock | ||
Current liabilities | ||
Common stock | $ 162 | $ 162 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Allowance for doubtful accounts | $ 4,891 | $ 4,401 |
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 | 98,097,930 | 94,172,920 |
Common Stock, Shares, Outstanding | 98,097,930 | 94,172,920 |
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 | 16,221,101 | 16,221,101 |
Common Stock, Shares, Outstanding | 16,221,101 | 16,221,101 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | ||||
Total revenue | $ 375,072 | $ 204,633 | $ 1,005,744 | $ 509,492 |
Costs of revenue | ||||
Depreciation and amortization | 26,672 | 22,904 | 82,425 | 65,572 |
Total costs of revenue | 316,232 | 195,648 | 886,560 | 506,541 |
Gross profit | 58,840 | 8,985 | 119,184 | 2,951 |
Operating expenses | ||||
Selling, general and administrative | 29,782 | 22,044 | 84,792 | 57,828 |
Depreciation and amortization | 543 | 562 | 1,636 | 1,835 |
Lease abandonment costs | 83 | 154 | 336 | 480 |
Total operating expenses | 30,408 | 22,760 | 86,764 | 60,143 |
Income (loss) from operations | 28,432 | (13,775) | 32,420 | (57,192) |
Other income (expense) | ||||
(Loss) gain on sales of property and equipment and divestitures, net | (479) | 315 | 1,905 | (1,921) |
Interest expense, net | (616) | (419) | (1,830) | (1,254) |
Foreign currency (loss) gain, net | (6) | (6) | (9) | 1 |
Bargain purchase gain | (3,273) | 13,768 | ||
Other | 1,153 | (222) | 2,277 | (956) |
Income (loss) before income tax (expense) benefit | 25,211 | (14,107) | 48,531 | (61,322) |
Income tax (expense) benefit | (276) | 32 | (672) | 211 |
Equity in losses of unconsolidated entities | (218) | (129) | (576) | (129) |
Net income (loss) | 24,717 | (14,204) | 47,283 | (61,240) |
Less: net (income) loss attributable to noncontrolling interests | (3,393) | 2,160 | (6,654) | 9,522 |
Net income (loss) attributable to Select Energy Services, Inc. | 21,324 | (12,044) | 40,629 | (51,718) |
Water Services | ||||
Revenue | ||||
Total revenue | 221,243 | 112,474 | 580,845 | 253,348 |
Costs of revenue | ||||
Costs of revenue | 170,845 | 94,667 | 465,951 | 227,736 |
Water Infrastructure | ||||
Revenue | ||||
Total revenue | 74,396 | 36,787 | 193,234 | 107,916 |
Costs of revenue | ||||
Costs of revenue | 54,197 | 28,494 | 143,514 | 81,130 |
Oilfield Chemicals | ||||
Revenue | ||||
Total revenue | 79,433 | 55,372 | 231,665 | 148,228 |
Costs of revenue | ||||
Costs of revenue | 64,519 | 49,583 | 194,670 | 132,103 |
Other | ||||
Costs of revenue | ||||
Other | (1) | |||
Class A Common Stock | ||||
Other income (expense) | ||||
Net income (loss) attributable to Select Energy Services, Inc. | $ 21,324 | $ (12,044) | $ 40,629 | $ (51,718) |
Net income (loss) per share attributable to common stockholders (Note 15): | ||||
Basic | $ 0.23 | $ (0.14) | $ 0.44 | $ (0.60) |
Diluted | $ 0.22 | $ (0.14) | $ 0.43 | $ (0.60) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net income (loss) | $ 24,717 | $ (14,204) | $ 47,283 | $ (61,240) |
Other comprehensive income | ||||
Comprehensive income (loss) | 24,717 | (14,204) | 47,283 | (61,240) |
Less: comprehensive (income) loss attributable to noncontrolling interests | (3,393) | 2,160 | (6,654) | 9,522 |
Comprehensive income (loss) attributable to Select Energy Services, Inc. | $ 21,324 | $ (12,044) | $ 40,629 | $ (51,718) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Class A Common Stock Common Stock | Class B Common Stock Common Stock | Total Stockholders' Equity | Additional Paid-In Capital | Accumulated Deficit. | Noncontrolling Interests. | Total |
Beginning balance at Dec. 31, 2020 | $ 868 | $ 162 | $ 593,061 | $ 909,278 | $ (317,247) | $ 112,821 | $ 705,882 |
Beginning balance (in shares) at Dec. 31, 2020 | 86,812,647 | 16,221,101 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
ESPP shares issued | 44 | 44 | (1) | 43 | |||
ESPP shares issued (in shares) | 7,787 | ||||||
Equity-based compensation | 5,290 | 5,290 | 958 | 6,248 | |||
Issuance of restricted shares | $ 22 | 2,184 | 2,162 | (2,185) | (1) | ||
Issuance of restricted shares (in shares) | 2,154,897 | ||||||
Issuance of shares for acquisitions | $ 36 | 20,663 | 20,627 | (359) | 20,304 | ||
Issuance of shares for acquisition (in shares) | 3,600,000 | ||||||
Other | 5 | 5 | 5 | ||||
Other (in shares) | 738 | ||||||
Repurchase of common stock | $ (2) | (1,225) | (1,223) | 19 | (1,206) | ||
Repurchase of common stock ( in shares) | (199,976) | ||||||
Restricted shares forfeited | $ (3) | (335) | (332) | 335 | |||
Restricted shares forfeited (in shares) | (319,874) | ||||||
Noncontrolling interest in subsidiary | (140) | (140) | (934) | (1,074) | |||
NCI income tax adjustment | 31 | 31 | (31) | ||||
Net income (loss) | (51,718) | (51,718) | (9,522) | (61,240) | |||
Ending balance at Sep. 30, 2021 | $ 921 | $ 162 | 567,860 | 935,742 | (368,965) | 101,101 | 668,961 |
Ending balance (in shares) at Sep. 30, 2021 | 92,056,219 | 16,221,101 | |||||
Beginning balance at Jun. 30, 2021 | $ 882 | $ 162 | 556,995 | 912,872 | (356,921) | 103,551 | 660,546 |
Beginning balance (in shares) at Jun. 30, 2021 | 88,160,703 | 16,221,101 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
ESPP shares issued | 14 | 14 | 14 | ||||
ESPP shares issued (in shares) | 2,906 | ||||||
Equity-based compensation | 1,957 | 1,957 | 345 | 2,302 | |||
Issuance of restricted shares | $ 3 | 284 | 281 | (285) | (1) | ||
Issuance of restricted shares (in shares) | 311,089 | ||||||
Issuance of shares for acquisitions | $ 36 | 20,663 | 20,627 | (359) | 20,304 | ||
Issuance of shares for acquisition (in shares) | 3,600,000 | ||||||
Restricted shares forfeited | (17) | (17) | 17 | ||||
Restricted shares forfeited (in shares) | (18,479) | ||||||
NCI income tax adjustment | 8 | 8 | (8) | ||||
Net income (loss) | (12,044) | (12,044) | (2,160) | (14,204) | |||
Ending balance at Sep. 30, 2021 | $ 921 | $ 162 | 567,860 | 935,742 | (368,965) | 101,101 | 668,961 |
Ending balance (in shares) at Sep. 30, 2021 | 92,056,219 | 16,221,101 | |||||
Beginning balance at Dec. 31, 2021 | $ 942 | $ 162 | 592,096 | 950,464 | (359,472) | 103,078 | 695,174 |
Beginning balance (in shares) at Dec. 31, 2021 | 94,172,920 | 16,221,101 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
ESPP shares issued | 34 | 34 | 1 | 35 | |||
ESPP shares issued (in shares) | 4,681 | ||||||
Equity-based compensation | 9,454 | 9,454 | 1,569 | 11,023 | |||
Issuance of restricted shares | $ 25 | 2,245 | 2,220 | (2,245) | |||
Issuance of restricted shares (in shares) | 2,529,231 | ||||||
Issuance of shares for acquisitions | $ 42 | 34,498 | 34,456 | 1,356 | 35,854 | ||
Issuance of shares for acquisition (in shares) | 4,203,323 | ||||||
Stock options exercised | $ 1 | 584 | 583 | 24 | 608 | ||
Stock options exercised (in shares) | 70,000 | ||||||
Repurchase of common stock | $ (28) | (20,137) | (20,109) | (438) | (20,575) | ||
Repurchase of common stock ( in shares) | (2,794,983) | ||||||
Restricted shares forfeited | $ (1) | (79) | (78) | 79 | |||
Restricted shares forfeited (in shares) | (87,242) | ||||||
NCI income tax adjustment | 39 | 39 | (39) | ||||
Net income (loss) | 40,629 | 40,629 | 6,654 | 47,283 | |||
Ending balance at Sep. 30, 2022 | $ 981 | $ 162 | 659,363 | 977,063 | (318,843) | 110,039 | 769,402 |
Ending balance (in shares) at Sep. 30, 2022 | 98,097,930 | 16,221,101 | |||||
Beginning balance at Jun. 30, 2022 | $ 982 | $ 162 | 635,043 | 974,066 | (340,167) | 106,102 | 741,145 |
Beginning balance (in shares) at Jun. 30, 2022 | 98,160,573 | 16,221,101 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
ESPP shares issued | 10 | 10 | 10 | ||||
ESPP shares issued (in shares) | 1,541 | ||||||
Equity-based compensation | 3,265 | 3,265 | 539 | 3,804 | |||
Repurchase of common stock | $ (1) | (269) | (268) | (2) | (271) | ||
Repurchase of common stock ( in shares) | (40,060) | ||||||
Restricted shares forfeited | (22) | (22) | 22 | ||||
Restricted shares forfeited (in shares) | (24,124) | ||||||
NCI income tax adjustment | 12 | 12 | (15) | (3) | |||
Net income (loss) | 21,324 | 21,324 | 3,393 | 24,717 | |||
Ending balance at Sep. 30, 2022 | $ 981 | $ 162 | $ 659,363 | $ 977,063 | $ (318,843) | $ 110,039 | $ 769,402 |
Ending balance (in shares) at Sep. 30, 2022 | 98,097,930 | 16,221,101 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities | |||||
Net income (loss) | $ 24,717 | $ (14,204) | $ 47,283 | $ (61,240) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities | |||||
Depreciation and amortization | 27,215 | 23,466 | 84,061 | 67,407 | |
(Gain) loss on disposal of property and equipment and divestitures | (1,905) | 1,921 | |||
Equity in losses of unconsolidated entities | 218 | 129 | 576 | 129 | |
Bad debt expense (recovery) | 2,091 | (651) | |||
Amortization of debt issuance costs | 100 | 200 | 539 | 516 | |
Inventory adjustments | (800) | 100 | (612) | 139 | |
Equity-based compensation | 11,023 | 6,248 | |||
Bargain purchase gain | 3,273 | (13,768) | |||
Unrealized loss on short-term investment | 1,406 | ||||
Other operating items, net | (710) | (309) | |||
Changes in operating assets and liabilities | |||||
Accounts receivable | (141,468) | (32,509) | |||
Prepaid expenses and other assets | (200) | (10,284) | |||
Accounts payable and accrued liabilities | 10,983 | 13,331 | |||
Net cash used in operating activities | (2,107) | (13,896) | |||
Cash flows from investing activities | |||||
Purchase of property and equipment | (50,815) | (29,925) | |||
Investment in note receivable | (1,101) | ||||
Purchase of equity-method investments | (6,767) | (2,200) | |||
Collection of note receivable | 184 | ||||
Distribution from cost method investment | 60 | 120 | |||
Acquisitions, net of cash and restricted cash received | 5,707 | ||||
Acquisitions, net of cash and restricted cash received | (18,644) | ||||
Proceeds received from sales of property and equipment | 21,433 | 6,491 | |||
Proceeds received from divestitures | 705 | ||||
Net cash used in investing activities | (29,493) | (45,259) | |||
Cash flows from financing activities | |||||
Borrowings from revolving line of credit | 82,000 | ||||
Payments on revolving line of credit | (82,000) | ||||
Payments on long-term debt | (18,780) | ||||
Payments of finance lease obligations | (108) | (238) | |||
Payment of debt issuance costs | (2,144) | ||||
Proceeds from share issuance | 35 | 43 | |||
Distributions to noncontrolling interests | (1,074) | ||||
Repurchase of common stock | (19,967) | (1,206) | |||
Net cash used in financing activities | (40,964) | (2,475) | |||
Effect of exchange rate changes on cash | (15) | 4 | |||
Net decrease in cash and cash equivalents | (72,579) | (61,626) | |||
Cash and cash equivalents, beginning of period | 85,801 | 169,039 | $ 169,039 | ||
Cash and cash equivalents, end of period | $ 13,222 | 107,413 | 13,222 | 107,413 | $ 85,801 |
Supplemental cash flow disclosure: | |||||
Cash paid for interest | 1,255 | 1,108 | |||
Cash refunds received for income taxes, net | (452) | (927) | |||
Supplemental disclosure of noncash investing activities: | |||||
Issuance of shares for acquisitions | $ 20,304 | 35,854 | 20,304 | ||
Conversion of notes receivable to equity-method investment | 4,442 | ||||
Capital expenditures included in accounts payable and accrued liabilities | $ 19,896 | $ 8,433 |
BUSINESS AND BASIS OF PRESENTAT
BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
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 common units (“SES Holdings LLC Units”) in SES Holdings, LLC (“SES Holdings”). We are a leading provider of comprehensive water-management and chemical solutions to the oil and gas industry in the U.S. As a leader in the water solutions industry, we place the utmost importance on safe, environmentally responsible management of oilfield water throughout the lifecycle of a well. Additionally, we believe that responsibly managing water resources through our operations to help conserve and protect the environment in the communities in which we operate is paramount to our continued success. Class A and Class B Common Stock: Exchange rights: 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 U.S. (“GAAP”) and pursuant to the rules and regulations of 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 Quarterly Report relates to the three and nine months ended September 30, 2022 (the “Current Quarter” and the “Current Period”, respectively) and the three and nine months ended September 30, 2021 (the “Prior Quarter” and the “Prior Period”, respectively). The Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Form 10-K”), filed with the SEC on February 23, 2022, includes certain definitions and a summary of significant accounting policies and should be read in conjunction with this Quarterly Report. 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 and Current Period may not be indicative of the results to be expected for the full year, in part due to the war between Russia and Ukraine, the continuing effects of the COVID-19 pandemic and large variations in oil and natural gas prices during the Current Quarter and Current Period. 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 in which the Company exercises significant influence over operating and financial policies are accounted for using the equity-method, and investments in entities for which the Company does not have significant control or influence are accounted for using the cost method or other appropriate basis as applicable. As of September 30, 2022, the Company had three equity-method investments and one cost-method investment. 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. Our investments in unconsolidated entities are summarized below and are included in the assets of our Water Services segment: Year As of September 30, As of December 31, Type of Investment attained Accounting method Balance Sheet Location 2022 2021 (in thousands) 20% minority interest 2011 Cost-method Other long-term assets, net $ 60 $ 120 Notes receivable (1) 2020 Amortized cost basis Other long-term assets, net — 4,446 21% minority interest (1) 2021 Equity-method Other long-term assets, net 4,608 — 40% minority interest (2) 2021 Equity-method Other long-term assets, net 5,313 1,779 49% minority interest (3) 2021 Equity-method Other long-term assets, net 2,633 142 (1) Investment in notes receivable converted to equity-method investment during the Current Period. (2) Ownership percentage increased in the Current Period due to additional contributions. Minority interest was 33% as of December 31, 2021. (3) Ownership percentage increased in the Current Period due to additional contributions. Minority interest was 45% as of December 31, 2021. Segment reporting : The Company has The Water Services segment consists of the Company’s services businesses, including water transfer, flowback and well testing, fluids hauling, water containment and water network automation, primarily serving E&P companies. Additionally, this segment includes the operations of our accommodations and rentals business. The Water Infrastructure segment consists of the Company’s infrastructure assets, including operations associated with our water sourcing and pipeline infrastructure, our water recycling solutions, and our produced water gathering systems and saltwater disposal wells, as well as solids disposal facilities, primarily serving E&P companies. The Oilfield Chemicals segment provides technical solutions, products and expertise related to chemical applications in the oil and gas industry. We develop, manufacture, manage logistics and provide a full suite of chemicals used in hydraulic fracturing, stimulation, cementing, pipelines and well completions for customers ranging from pressure pumpers to major integrated and independent oil and gas producers. This segment also utilizes its chemical experience and lab testing capabilities to customize tailored water treatment solutions designed to optimize the fracturing fluid system in conjunction with the quality of water used in well completions. Reclassifications |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
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, 2021, included in the 2021 Form 10-K. 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 reserve, income taxes, self-insurance liabilities, share-based compensation, contingent liabilities, lease-related reasonably certain option exercise assessments, and the incremental borrowing rate for leases. 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. Allowance for credit losses: The change in the allowance for credit losses is as follows: Nine months ended September 30, 2022 (in thousands) Balance as of December 31, 2021 $ 4,401 Increase to allowance based on a percentage of revenue 2,016 Charge-offs (1,555) Recoveries 29 Balance as of September 30, 2022 $ 4,891 Asset retirement obligations: Nine months ended September 30, 2022 (in thousands) Balance as of December 31, 2021 $ 29,551 Accretion expense, included in depreciation and amortization expense 855 Acquired AROs 13,029 Divested (1,490) Payments (779) Balance as of September 30, 2022 $ 41,166 Short-term ARO liability 4,490 Long-term ARO liability 36,676 Balance as of September 30, 2022 $ 41,166 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. Lessor Income: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in thousands) Category Classification Lessor income Costs of revenue $ 74 $ 113 $ 238 $ 239 Sublease income Lease abandonment costs and Costs of revenue 369 262 1,076 736 The Company also generates short-term equipment rental revenue. See “Note 4—Revenue” for a discussion of revenue recognition for the accommodations and rentals business. Defined Contribution Plan: reinstated matching contributions of 50% of employee contributions, up to 4% of eligible earnings. Payroll Tax Deferral: Severance: |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2022 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 3—ACQUISITIONS Business combinations The following table presents key information connected with our 2022 and 2021 acquisitions (dollars in thousands, except share amounts): Assets and Operations Acquired Acquisition Date Shares Issued Cash Consideration Value of Shares Issued Total Consideration Segments Nuverra February 23, 2022 4,203,323 $ — $ 35,854 $ 35,854 Water Services & Water Infrastructure HB Rentals December 3, 2021 1,211,375 2,610 7,135 9,745 Water Services Agua Libre and Basic October 1, 2021 902,593 16,394 4,684 21,078 Water Services & Water Infrastructure Complete July 9, 2021 3,600,000 14,356 20,304 34,660 Water Services & Water Infrastructure Total 9,917,291 $ 33,360 $ 67,977 $ 101,337 Nuverra Acquisition On February 23, 2022, the Company completed the acquisition of Nuverra Environmental Solutions, Inc. (“Nuverra”) for total consideration of $35.9 million based on the closing price of the Company’s shares of Class A Common Stock on February 23, 2022 (the “Nuverra Acquisition”). Consideration transferred consisted of 4,203,323 shares of Class A Common Stock. The acquisition strengthened Select’s geographic footprint with a unique set of water logistics and infrastructure assets, particularly in the Bakken, Haynesville and Northeast, while continuing to expand Select’s production-related revenues. Select also acquired a 60-mile underground twin pipeline network in the Haynesville Shale in Texas and Louisiana. This pipeline network is used for the collection of produced water for transport to interconnected disposal wells and the delivery or re-delivery of water from water sources to operator locations for use in well completion activities. Additionally, Nuverra operates a landfill facility in North Dakota located on a 50-acre site. The facility provides a unique opportunity for Select to expand its logistics capabilities into a new service offering. The acquisition is expected to result in a bargain purchase gain based on our preliminary evaluation, as Nuverra was experiencing financial distress and actively evaluating strategic alternatives leading up to the transaction. The Nuverra 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 estimates, judgments and assumptions. The Company has engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments and assumptions and valuation of the property and equipment acquired, current assets, current liabilities and long-term liabilities have not been finalized as of September 30, 2022. The Nuverra debt, including accrued interest, totaled $18.8 million, and was repaid during the Current Period after the acquisition was completed. The assets acquired and liabilities assumed are included in the Company’s Water Services and Water Infrastructure segments. The Company incurred $0.5 million and $3.6 million of transaction-related costs related to this acquisition in the Current Quarter and Current Period, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations. The Company assumed $1.6 million of severance liabilities in connection with the Nuverra acquisition and $0.1 million is included in accrued salaries and benefits as of September 30, 2022. The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition: Preliminary purchase price allocation As Reported as of June 30, 2022 Current Quarter Adjustment Amount Consideration transferred (in thousands) Class A Common Stock (4,203,323 shares) $ 35,854 $ — $ 35,854 Total consideration transferred 35,854 — 35,854 Less: identifiable assets acquired and liabilities assumed Working capital 7,818 (117) 7,701 Property and equipment 65,138 — 65,138 Right-of-use assets 2,931 — 2,931 Other long-term assets 100 — 100 Long-term debt (18,780) — (18,780) Long-term ARO (12,980) — (12,980) Long-term lease liabilities (1,189) — (1,189) Total identifiable net assets acquired 43,038 (117) 42,921 Bargain Purchase Gain (7,184) 117 (7,067) Fair value allocated to net assets acquired, net of bargain purchase gain $ 35,854 $ — $ 35,854 HB Rentals Acquisition On December 3, 2021, the Company, through its subsidiary Peak Oilfield Services, LLC, completed the acquisition of certain assets of H.B. Rentals, L.C. (“HB Rentals”), an operating subsidiary of Superior Energy Services, Inc. (“Superior”), for total initial consideration of $8.7 million based on the closing price of the Company’s shares of Class A Common Stock on December 2, 2021 (the “HB Rentals Acquisition”). Consideration transferred consisted of 1,211,375 shares of Class A Common Stock and $1.5 million in cash. The Company paid $1.1 million on April 1, 2022, representing the final working capital settlement. The Company acquired the U.S. onshore assets of HB Rentals, including working capital. This acquisition strengthened the Company’s accommodations and rentals footprint in the Permian, Haynesville, MidCon, Northeast and Rockies regions and added revenue-producing fixed assets including a significant number of skid houses and trailer houses. The acquisition resulted in a bargain purchase gain in part due to the seller recently emerging from bankruptcy and deciding to divest domestic assets and operations and focus on international operations. The HB Rentals 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 estimates, judgments and assumptions. These estimates, judgments and assumptions and valuation of the property and equipment acquired, current assets, current liabilities and long-term liabilities were finalized as of June 30, 2022. The assets acquired and liabilities assumed are included in the Company’s Water Services segment. The Company incurred $0.1 million of transaction-related costs related to this acquisition in the Current Period, and such costs are included in selling, general and administrative within the consolidated statements of operations. 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 As Reported as of December 31, 2021 Current Period Adjustment Amount Consideration transferred (in thousands) Class A Common Stock (1,211,375 shares) $ 7,135 $ — $ 7,135 Cash paid 1,526 — 1,526 Final working capital settlement — 1,084 1,084 Total consideration transferred 8,661 1,084 9,745 Less: identifiable assets acquired and liabilities assumed Working capital 29 880 909 Property and equipment 14,091 929 15,020 Right-of-use assets 1,316 — 1,316 Long-term lease liabilities (835) — (835) Total identifiable net assets acquired 14,601 1,809 16,410 Bargain Purchase Gain (5,940) (725) (6,665) Fair value allocated to net assets acquired, net of bargain purchase gain $ 8,661 $ 1,084 $ 9,745 Agua Libre Midstream and water-related assets from Basic Energy Services Acquisition On October 1, 2021, the Company completed the acquisition of certain assets of Agua Libre Midstream, LLC (“Agua Libre”) and other water-related assets, operations and assumed liabilities from Basic Energy Services, Inc. (“Basic”) for total initial consideration of $21.1 million based on the closing price of the Company’s shares of Class A Common Stock on September 30, 2021 (the “Agua Libre and Basic Acquisition”). Consideration transferred consisted of 902,593 shares of Class A Common Stock and $16.4 million in cash. The Company acquired substantially all of the water-related assets and ongoing operations of Agua Libre and Basic, including working capital. With this acquisition, the Company acquired a solid production services footprint in Texas, New Mexico, Oklahoma and North Dakota, as well as more than 550,000 barrels per day of permitted disposal capacity. The acquisition resulted in a bargain purchase gain as the seller was distressed and decided to divest its assets and operations to multiple buyers as operations were wound down and the business was shuttered. The Agua Libre and Basic 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 estimates, judgments and assumptions. The Company also engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments and assumptions and valuation of the property and equipment acquired, current assets, current liabilities and long-term liabilities have been finalized as of September 30, 2022. The assets acquired and liabilities assumed are included in the Company’s Water Services and Water Infrastructure segments. The Company incurred $1.4 million, $0.6 million and $1.4 million of transaction-related costs related to this acquisition in the Prior Quarter, Current Period and Prior Period, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations. 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 As Reported as of December 31, 2021 Current Period Adjustment Amount Consideration transferred (in thousands) Class A Common Stock (902,593 shares) $ 4,684 $ — $ 4,684 Cash paid 16,394 — 16,394 Total consideration transferred 21,078 — 21,078 Less: identifiable assets acquired and liabilities assumed Working capital (506) 37 (469) Property and equipment 41,000 6,330 47,330 Right-of-use assets 309 — 309 Long-term ARO (15,810) — (15,810) Long-term lease liabilities (281) 10 (271) Total identifiable net assets acquired 24,712 6,377 31,089 Bargain Purchase Gain (3,634) (6,377) (10,011) Fair value allocated to net assets acquired, net of bargain purchase gain $ 21,078 $ — $ 21,078 Complete Energy Services Acquisition On July 9, 2021, the Company completed the acquisition (the “Complete Acquisition”) of Complete Energy Services, Inc. (“Complete”), an operating subsidiary of Superior Energy Services, Inc. (“Superior”) for initial consideration of $34.5 million based on the closing price of the Company’s shares of Class A Common Stock on July 9, 2021. Consideration transferred consisted of 3.6 million shares of Class A Common Stock and $14.2 million in cash. In October 2021, the Company paid $0.2 million related to the settlement of the working capital which resulted in a final purchase price of $34.7 million. The Company acquired substantially all of the water-related assets, liabilities and ongoing operations of Complete as well as Superior’s well testing operations, including working capital. Superior retained certain non-core and non-water-related assets that were part of Complete as part of the transaction. This acquisition expanded the Company’s water-related services and infrastructure footprint and strengthened the geographic footprint, particularly in the Mid-Continent, Permian and Rockies. The acquisition resulted in a bargain purchase gain in part due to the seller recently emerging from bankruptcy and deciding to divest domestic assets and operations and focus on international operations. The Complete 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 estimates, judgments and assumptions. The Company also engaged third-party valuation experts to assist in the purchase price allocation. These estimates, judgments and assumptions and valuation of the property and equipment acquired, current assets, current liabilities and long-term liabilities were finalized as of June 30, 2022. The assets acquired and liabilities assumed are included in the Company’s Water Services and Water Infrastructure segments. The Company incurred $0.9 million, $0.4 million and $1.0 million of transaction-related costs related to this acquisition in the Prior Quarter, Current Period and Prior Period, respectively, and such costs are included in selling, general and administrative within the consolidated statements of operations. 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 As Reported as of December 31, 2021 Current Period Adjustment Amount Consideration transferred (in thousands) Class A Common Stock (3,600,000 shares) $ 20,304 $ — $ 20,304 Cash paid 14,356 — 14,356 Total consideration transferred 34,660 — 34,660 Less: identifiable assets acquired and liabilities assumed Working capital 15,783 (200) 15,583 Property and equipment 36,761 (201) 36,560 Right-of-use assets 3,331 — 3,331 Other long-term assets 24 — 24 Long-term ARO (9,800) — (9,800) Long-term lease liabilities (2,028) — (2,028) Total identifiable net assets acquired 44,071 (401) 43,670 Bargain Purchase Gain (9,411) 401 (9,010) Fair value allocated to net assets acquired, net of bargain purchase gain $ 34,660 $ — $ 34,660 Contingent Consideration In connection with an August 2021 business combination, the Company recorded a $1.1 million contingent earn-out liability. The maximum earn-out is $1.6 million, dependent on revenue generated in the first and second 12-month periods following the acquisition, beginning on October 1, 2021. This liability was $1.1 million as of both September 30, 2022 and December 31, 2021, is entirely related to the second 12-month period following the acquisition, and is recorded in other long-term liabilities in the accompanying consolidated balance sheets. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2022 | |
REVENUE | |
REVENUE | NOTE 4—REVENUE The Company follows ASU 2014-09, Revenue from Contracts with Customers (Topic 606) Leases, The following factors are applicable to all three of the Company’s segments for the Current Quarter, Prior Quarter, Current Period and Prior Period, 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 services rendered and 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 minimal 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 are 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 credit losses. 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. Mobilization and demobilization are factored into the pricing for services. Billings and costs related to mobilization and demobilization are not material for customer agreements that start in one period and end in another. As of September 30, 2022, the Company had nine contracts in place for these segments lasting over one year. The Company has recorded a $2.6 million contract liability associated with one of the nine long-term contracts as of September 30, 2022, of which $1.2 million is recognized in accrued expenses and other current liabilities and $1.4 million is recognized in other long-term liabilities in the accompanying consolidated balance sheets. This liability was $8.2 million as of December 31, 2021 and the Company has recognized $5.6 million in revenue during the Current Period. The Company expects this contract liability to be converted to revenue under the terms of the contract as it is earned. Accommodations and rentals revenue is included in the Water Services segment and 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 three months and as of September 30, 2022, there were no material rental agreements in effect lasting more than one year. During the Current Quarter, Prior Quarter, Current Period and Prior Period, approximately $21.1 million, $8.1 million, $54.3 million and $21.0 million of accommodations and rentals revenue was accounted for under ASC 842 lease guidance, with the remainder accounted for under ASC 606 revenue guidance. 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 credit losses. Customer returns are rare and immaterial and there were no material in-process customer agreements for this segment as of September 30, 2022, lasting greater than one year. The following table sets forth certain financial information with respect to the Company’s disaggregation of revenues by geographic location: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in thousands) Geographic Region Permian Basin $ 176,357 $ 93,976 $ 462,481 $ 248,535 Rockies 42,139 25,412 113,756 44,630 Marcellus/Utica 41,160 17,956 98,913 42,874 Eagle Ford 40,213 27,827 113,505 73,181 Mid-Continent 30,758 18,925 91,548 36,928 Haynesville/E. Texas 25,039 18,404 77,818 53,972 Bakken 22,567 3,209 54,564 13,976 Eliminations and other regions (3,161) (1,076) (6,841) (4,604) Total $ 375,072 $ 204,633 $ 1,005,744 $ 509,492 In the Water Services segment, the most recent top three revenue-producing regions are the Permian Basin, Marcellus/Utica and Rockies, which collectively comprised 68%, 70%, 68% and 67% of segment revenue for the Current Quarter, Prior Quarter, Current Period and Prior Period, respectively. In the Water Infrastructure segment, the most recent top three revenue-producing regions are the Permian Basin, Bakken and Haynesville/E. Texas which collectively comprised 88%, 78%, 86% and 83% of segment revenue for the Current Quarter, Prior Quarter, Current Period and Prior Period, respectively. In the Oilfield Chemicals segment, the most recent top three revenue-producing regions are the Permian Basin, Rockies and Eagle Ford, which collectively comprised 85%, 68%, 74% and 67% of segment revenue for the Current Quarter, Prior Quarter, Current Period and Prior Period, respectively. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2022 | |
INVENTORIES | |
INVENTORIES | NOTE 5—INVENTORIES Inventories, which are comprised of chemicals and raw 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: September 30, 2022 December 31, 2021 (in thousands) Raw materials $ 20,159 $ 20,396 Finished goods 20,155 24,060 Total $ 40,314 $ 44,456 During the Current Quarter and Current Period, the Company recorded net credits to the reserve for excess and obsolete inventory of $0.8 million and $0.6 million, respectively. The Company recorded net charges to the reserve for excess and obsolete inventory of $0.1 million in both the Prior Quarter and Prior Period. Both credits and charges to the reserve for excess and obsolete inventory were recognized within costs of revenue on the accompanying consolidated statements of operations. The Company’s inventory reserve was $3.3 million and $3.9 million as of September 30, 2022 and December 31, 2021, respectively. 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 | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT. | |
PROPERTY AND EQUIPMENT | NOTE 6—PROPERTY AND EQUIPMENT Property and equipment are stated at cost less accumulated depreciation. Depreciation (and amortization of finance lease assets) is calculated on a straight-line basis over the estimated useful life of each asset. Property and equipment consists of the following as of September 30, 2022 and December 31, 2021: September 30, 2022 December 31, 2021 (in thousands) Machinery and equipment $ 651,221 $ 626,633 Buildings and leasehold improvements 135,717 108,177 Pipelines 72,829 72,829 Gathering and disposal infrastructure 62,903 63,228 Vehicles and equipment 26,875 28,502 Land 22,488 16,873 Computer equipment and software 4,804 5,395 Office furniture and equipment 773 764 Machinery and equipment - finance lease 519 544 Vehicles and equipment - finance lease 58 324 Computer equipment and software - finance lease 56 412 Construction in progress 40,159 19,834 1,018,402 943,515 Less accumulated depreciation (1) (591,340) (551,727) Total property and equipment, net $ 427,062 $ 391,788 (1) Includes $0.6 million and $1.1 million of accumulated depreciation related to finance leases as of September 30, 2022 and December 31, 2021, respectively. Total depreciation and amortization expense related to property and equipment and finance leases presented in the table above, as well as amortization of intangible assets presented in “Note 7— Other Intangible Assets” is as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in thousands) Category Depreciation expense from property and equipment $ 24,379 $ 20,612 $ 75,083 $ 59,216 Amortization expense from finance leases 5 64 106 167 Amortization expense from intangible assets 2,572 2,686 8,017 7,919 Accretion expense from asset retirement obligations 259 104 855 105 Total depreciation and amortization $ 27,215 $ 23,466 $ 84,061 $ 67,407 |
OTHER INTANGIBLE ASSETS
OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
OTHER INTANGIBLE ASSETS. | |
OTHER INTANGIBLE ASSETS | NOTE 7—OTHER INTANGIBLE ASSETS The components of other intangible assets, net as of September 30, 2022 and December 31, 2021 are as follows: As of September 30, 2022 As of December 31, 2021 Gross Accumulated Net Gross Accumulated Net Value Amortization Value Value Amortization Value (in thousands) (in thousands) Definite-lived Customer relationships $ 116,554 $ (45,172) $ 71,382 $ 116,554 $ (38,371) $ 78,183 Patents and other intellectual property 12,772 (5,354) 7,418 12,772 (4,313) 8,459 Other 7,234 (6,970) 264 7,234 (6,795) 439 Total definite-lived 136,560 (57,496) 79,064 136,560 (49,479) 87,081 Indefinite-lived Water rights 7,031 — 7,031 7,031 — 7,031 Trademarks 14,360 — 14,360 14,360 — 14,360 Total indefinite-lived 21,391 — 21,391 21,391 — 21,391 Total other intangible assets, net $ 157,951 $ (57,496) $ 100,455 $ 157,951 $ (49,479) $ 108,472 The weighted-average amortization period for customer relationships, patents and other intellectual property, and other definite-lived assets was 8.0 years, 5.7 years, and 1.9 years, respectively, as of September 30, 2022. See “Note 6—Property and Equipment” for the amortization expense during the Current Quarter, Prior Quarter, Current Period and Prior Period, respectively. The indefinite-lived water trademarks five Amount (in thousands) Remainder of 2022 $ 2,648 Year ending December 31, 2023 10,594 Year ending December 31, 2024 10,525 Year ending December 31, 2025 10,362 Year ending December 31, 2026 10,274 Thereafter 34,661 Total $ 79,064 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
DEBT | |
DEBT | NOTE 8—DEBT Sustainability-linked credit facility and revolving line of credit On March 17, 2022 (the “Restatement Date”), SES Holdings and Select Energy Services, LLC (“Select LLC”), a wholly-owned subsidiary of SES Holdings, entered into a $270.0 million amended and restated senior secured sustainability-linked revolving credit facility (the “Sustainability-Linked Credit Facility”), 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”) (which amended and restated the Credit Agreement dated November 1, 2017 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 the Administrative Agent (the “Prior Credit Agreement”)). Refer to “Note 10—Debt” in the Company’s Annual Report on Form 10-K for a discussion of the Prior Credit Agreement. The Sustainability-Linked Credit Facility also has a sublimit of $40.0 million for letters of credit and $27.0 million for swingline loans, respectively. Subject to obtaining commitments from existing or new lenders, Select LLC has the option to increase the maximum amount under the senior secured credit facility by $135.0 million during the first three years following the Restatement Date. The Sustainability-Linked Credit Facility permits extensions of credit up to the lesser of $270.0 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 Sustainability-Linked Credit Facility), plus (ii) 75% of Eligible Unbilled Receivables (as defined in the Sustainability-Linked Credit Facility), 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 Sustainability-Linked Credit Facility) at such time and (B) the product of 85% multiplied by the Net Recovery Percentage (as defined in the Sustainability-Linked Credit Facility) identified in the most recent Acceptable Appraisal of Inventory (as defined in the Sustainability-Linked Credit Facility), 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 Sustainability-Linked Credit Facility), if any, established by the Administrative Agent from time to time, including, if any, the amount of the Dilution Reserve (as defined in the Sustainability-Linked Credit Facility). 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 Sustainability-Linked Credit Facility bear interest, at Select LLC’s election, at either the (a) one- or three-month Term SOFR (as defined in the Sustainability-Linked Credit Facility) or (b) the greatest of (i) the federal funds rate plus 0.5%, (ii) one-month Term SOFR plus 1% and (iii) the Administrative Agent’s prime rate (the “Base Rate”), in each case plus an applicable margin, and interest shall be payable monthly in arrears. The applicable margin for Term SOFR loans ranges from 1.75% to 2.25% and the applicable margin for Base Rate loans ranges from 0.75% to 1.25%, in each case, depending on Select LLC’s average excess availability under the Sustainability-Linked Credit Facility, as set forth in the table below. 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 Sustainability-Linked Credit Facility will bear interest at 2.00% plus the otherwise applicable interest rate. The Sustainability-Linked Credit Facility is scheduled to mature on the fifth anniversary of the Restatement Date. Level Average Excess Availability Base Rate Margin SOFR Margin I < 33.33% of the commitments 1.25% 2.25% II < 66.67% of the commitments and ≥ 33.33% of the commitments 1.00% 2.00% III ≥ 66.67% of the commitments 0.75% 1.75% Level Average Revolver Usage Unused Line Fee Percentage I ≥ 50% of the commitments 0.250% II < 50% of the commitments 0.375% Under the Sustainability-Linked Credit Facility, the interest rate margin and the facility fee rates are also subject to adjustments based on Select LLC’s performance of specified sustainability target thresholds with respect to (i) total recordable incident rate, as the Employee Health and Safety Metric and (ii) barrels of produced water recycled at permanent or semi-permanent water treatment and recycling facilities owned or operated, as the Water Stewardship Metric, in each case, subject to limited assurance verification by a qualified independent external reviewer. The adjustment for the interest rate margin is a range of plus and minus 5.0 basis points and the adjustment for the fee margin is a range of plus and minus 1.0 basis point, subject to the mechanics under the Sustainability-Linked Credit Facility. The obligations under the Sustainability-Linked Credit Facility 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 Sustainability-Linked Credit Facility 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 Sustainability-Linked Credit Facility to be immediately due and payable. In addition, the Sustainability-Linked Credit Facility 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 Sustainability-Linked Credit Facility 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) $33.75 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) $27.0 million. Additionally, the Sustainability-Linked Credit Facility generally permits Select LLC to make distributions required under its existing Tax Receivable Agreements. See “Note 12—Related Party Transactions—Tax Receivable Agreements” for further discussion of the Tax Receivable Agreements. The Sustainability-Linked Credit Facility 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 Sustainability-Linked Credit Facility 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 Sustainability-Linked Credit Facility 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 Sustainability-Linked Credit Facility 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 no borrowings outstanding under the Sustainability-Linked Credit Facility as of September 30, 2022 and no borrowings outstanding under the Prior Credit Agreement as of December 31, 2021. As of September 30, 2022 and December 31, 2021, the borrowing base under the Sustainability-Linked Credit Facility and Prior Credit Agreement was $254.4 million and $132.7 million, respectively. unused portion of the available borrowings under the Sustainability-Linked Credit Facility was $231.5 million as of September 30, 2022. In connection with the entry into the Sustainability-Linked Credit Facility, the Company incurred $2.1 million of debt issuance costs during the Current Period. 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 September 30, 2022 and December 31, 2021, were $2.2 million and $0.6 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 was $0.1 million, $0.2 million, $0.5 The Company was in compliance with all debt covenants as of September 30, 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 9—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. Retentions We are self-insured up to certain retention limits with respect to workers’ compensation, general liability and vehicle liability matters, and health insurance. We maintain accruals for self-insurance retentions that we estimate using third-party data and claims history. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
EQUITY-BASED COMPENSATION | |
EQUITY-BASED COMPENSATION | NOTE 10—EQUITY-BASED COMPENSATION The SES Holdings 2011 Equity Incentive Plan (the “2011 Plan”) was approved by the board of managers of SES Holdings in April 2011. In conjunction with the private placement of 16,100,000 shares of the Company’s Class A Common Stock on December 20, 2016 (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 May 8, 2020, the Company’s stockholders approved an amendment to the 2016 Plan to increase the number of shares of the Company’s Class A Common Stock that may be issued under the 2016 Plan by 4,000,000 shares and to make certain other administrative changes. The 2016 Plan includes share recycling provisions that allow shares subject to an award that are withheld or surrendered to the Company in payment of any exercise price or taxes or an award that expires or is cancelled, forfeited or otherwise terminated without actual delivery of the underlying shares of Class A Common Stock to be considered not delivered and thus available to be granted as new awards under the 2016 Plan. Currently, the maximum number of shares reserved for issuance under the 2016 Plan is approximately 13.3 million shares, with approximately 2.9 million shares available to be issued as of September 30, 2022. For all share-based compensation award types, the Company accounts for forfeitures as they occur. Stock Option Awards The Company has outstanding stock option awards as of September 30, 2022 but there have been no option grants since 2018. The 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. The expected life of the options at the time of the grant was based on the vesting period and term of the options awarded, which was ten years. A summary of the Company’s stock option activity and related information as of and for the Current Period is as follows: For the nine months ended September 30, 2022 Weighted-average Weighted-average Grant Date Value Aggregate Intrinsic Stock Options Exercise Price Term (Years) Value (in thousands) (a) Beginning balance, outstanding 2,074,216 $ 16.89 4.4 $ — Exercised (70,000) 8.70 Forfeited (9,411) 20.00 Expired (316,878) 17.41 Ending balance, outstanding 1,677,927 $ 17.12 4.4 $ — Ending balance, exercisable 1,677,927 $ 17.12 4.4 $ — Nonvested as of September 30, 2022 — $ — (a) The Company recognized no compensation expense related to stock options during the Current Quarter, Prior Quarter or Current Period and a nominal amount of compensation expense during the Prior Period. As of September 30, 2022, all equity-based compensation expense related to stock options had been recognized. Restricted Stock Awards The value of the restricted stock awards granted 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 $3.7 million, $2.4 million, $10.3 million and $5.4 million related to the restricted stock awards for the Current Quarter, Prior Quarter, Current Period and Prior Period, respectively. As of September 30, 2022, there was $20.4 million of unrecognized compensation expense with a weighted-average remaining life of 1.7 years related to unvested restricted stock awards. A summary of the Company’s restricted stock awards activity and related information for the Current Period is as follows: For the nine months ended September 30, 2022 Weighted-average Restricted Stock Awards Grant Date Fair Value Nonvested as of December 31, 2021 3,144,513 $ 6.35 Granted 2,529,231 8.14 Vested (1,534,748) 6.91 Forfeited (87,242) 7.26 Nonvested as of September 30, 2022 4,051,754 $ 7.24 Performance Share Units (PSUs) During 2020, 2021 and 2022, the Company approved grants of PSUs that are subject to both performance-based and service-based vesting provisions related to (i) return on asset performance (“ROA”) in comparison to thirteen peer companies and (ii) Adjusted Free Cash Flow (“FCF”) performance percentage. The number of shares of Class A Common Stock issued to a recipient upon vesting of the PSUs will be calculated based on ROA and FCF performance over the applicable period from either January 1, 2020 through December 31, 2022, January 1, 2021 through December 31, 2023 or January 1, 2022 through December 31, 2024. During 2021, the Company also approved grants of PSUs subject to both performance-based and service-based vesting conditions based on adjusted earnings before taxes and depreciation (“Adjusted EBITDA”) as defined in the agreement. The target PSUs granted in 2021 connected with Adjusted EBITDA would vest at 100% only if the minimum Adjusted EBITDA threshold was met. All Adjusted EBITDA-linked PSUs granted in 2021 did not achieve the performance-based vesting conditions and were forfeited. The target number of shares of Class A Common Stock subject to each remaining PSU granted in 2020, 2021 and 2022 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, 2023 for the 2020 PSU grants, June 30, 2024 for the 2021 PSU grants, and June 30, 2025, for the 2022 PSU grants, assuming the applicable minimum performance metrics are achieved. The target PSUs granted in 2020 that become earned connected with the ROA in comparison to other companies will be determined based on the Company’s Average Return on Assets (as defined in the applicable PSU agreement) relative to the Average Return on Assets of the peer companies (as defined in the applicable PSU agreement) in accordance with the following table, but only if the Company’s Average Return on Assets is equal to or greater than 5% during the performance period. The target PSUs granted in 2021 and 2022 removed the 5% minimum ROA for the Company and added that the Company must have a positive Total Shareholder Return (as defined in the applicable PSU agreement) over the performance period. As a result of this market condition being added, the 2021 and 2022 PSUs will be valued each reporting period utilizing a Black-Scholes model. Ranking Among Peer Group Percentage of Target Amount Earned Outside of Top 10 0% Top 10 50% Top 7 100% Top 3 175% The target PSUs that become earned in connection with the adjusted FCF performance percentage will be determined (as defined in the applicable PSU agreement) in accordance with the following table: Adjusted FCF Performance Percentage Percentage of Target Amount Earned Less than 70% 0% 70% 50% 100% 100% 130% 175% The fair value on the date the PSUs were granted during 2022, 2021 and 2020 was $5.0 million, $4.4 million and $4.4 million, respectively. 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 $0.1 million, a credit to compensation expense of $0.1 million and compensation expense of $0.7 million and $0.8 million related to the PSUs for the Current Quarter, Prior Quarter, Current Period and Prior Period, respectively. As of September 30, 2022, the unrecognized compensation cost related to our unvested PSUs is estimated to be $4.5 million and is expected to be recognized over a weighted-average period of 1.9 years. However, this compensation cost will be adjusted as appropriate throughout the applicable performance periods. The following table summarizes the information about the PSUs outstanding as of September 30, 2022: PSUs Nonvested as of December 31, 2021 2,205,604 Target shares granted 665,992 Target shares forfeited (1) (872,956) Target shares outstanding as of September 30, 2022 1,998,640 (1) All PSUs granted in 2019 and all PSUs granted in 2021 tied to Adjusted EBITDA did not achieve the respective performance targets and were forfeited. Employee Stock Purchase Plan (ESPP) The Company has an Employee Stock Purchase Plan (“ESPP”) under which employees that have been continuously employed for at least one year may purchase shares of Class A Common Stock at a discount. The plan provides for four employees purchase shares of Class A 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 nine months ended September 30, 2022 Cash received for shares issued $ 35 Shares issued 4,681 Share Repurchases During the Current Quarter, the Company repurchased 40,060 shares of Class A Common Stock in connection with employee minimum tax withholding requirements for shares vested under the 2016 Plan. All repurchased shares were retired. During the Current Quarter, the repurchases were accounted for as a decrease to paid-in-capital of $0.3 million and a decrease to Class A Common Stock of less than $1,000. During the Current Period, the Company repurchased 2,297,985 shares of Class A Common Stock in the open market and repurchased 496,998 shares of Class A Common Stock in connection with employee minimum tax withholding requirements for shares vested under the 2016 Plan and the cashless exercise of stock options. All repurchased shares were retired. During the Current Period, the repurchases were accounted for as a decrease to paid-in-capital of $20.5 million and a decrease to Class A Common Stock of approximately $28,000. In the Prior Period, the Company repurchased 199,976 shares in connection with employee minimum tax withholding requirements. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended |
Sep. 30, 2022 | |
FAIR VALUE MEASUREMENT | |
FAIR VALUE MEASUREMENT | NOTE 11—FAIR VALUE MEASUREMENT The Company utilizes fair value measurements to measure assets and liabilities in a business combination or assess impairment and abandonment of property and equipment, intangible assets and goodwill or to measure the value of securities marked to market. 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 ASC 820 establishes a three-level valuation hierarchy for the 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 Level 2 Level 3 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 nine months ended September 30, 2022 or the year ended December 31, 2021. Nonmonetary transaction 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 as of September 30, 2022 and December 31, 2021, due to the short-term nature of these instruments. The Company did not have any bank debt as of September 30, 2022 or December 31, 2021. 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. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
RELATED-PARTY TRANSACTIONS | |
RELATED-PARTY TRANSACTIONS | NOTE 12—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, an investment in a company that is significantly influenced by another related party, and cost-method and equity-method investees. The Company has entered into a number of transactions with related parties. In accordance with the Company’s related persons transactions policy, the audit committee of 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 $0.5 million and purchases from related-party vendors were $3.3 million. These purchases consisted of $2.9 million relating to the rental of certain equipment or other services used in operations, $0.3 million relating to management, consulting and other services and $0.1 million relating to property and equipment, inventory and consumables. During the Prior Quarter, sales to related parties were $0.2 million and purchases from related-party vendors were $1.5 million. These purchases consisted of $1.7 million relating to the rental of certain equipment or other services used in operations and a credit of $0.2 million relating to management, consulting and other services. During the Current Period, sales to related parties were $1.6 million and purchases from related-party vendors were $8.8 million. These purchases consisted of $7.4 million relating to the rental of certain equipment or other services used in operations, $1.0 million relating to management, consulting and other services and $0.4 million relating to property and equipment, inventory and consumables. During the Prior Period, sales to related parties were $0.8 million and purchases from related-party vendors were $5.0 million. These purchases consisted of $4.1 million relating to the rental of certain equipment or other services used in operations, $0.7 million relating to management, consulting and other services and $0.2 million relating to purchases of property and equipment. Tax Receivable Agreements In connection with the Select 144A Offering, the Company 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”). 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 Legacy Owner Holdco 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. The Company has not recognized a liability associated with the Tax Receivable Agreements as of September 30, 2022 or December 31, 2021. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 13—INCOME TAXES The Company’s income tax information is presented in the table below. The effective tax rate is different than the 21% standard Federal rate due to net income allocated to noncontrolling interests, state income taxes and valuation allowances. Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in thousands) Current income tax expense (benefit) $ 284 $ 63 $ 729 $ (122) Deferred income tax benefit (8) (95) (57) (89) Total income tax expense (benefit) $ 276 $ (32) $ 672 $ (211) Effective Tax Rate 1.1% 0.2% 1.4% 0.3% |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 9 Months Ended |
Sep. 30, 2022 | |
NONCONTROLLING INTERESTS | |
NONCONTROLLING INTERESTS | NOTE 14—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 September 30, 2022 December 31, 2021 (in thousands) Noncontrolling interests attributable to joint ventures formed for water-related services $ 1,012 $ 1,091 Noncontrolling interests attributable to holders of Class B Common Stock 109,027 101,987 Total noncontrolling interests $ 110,039 $ 103,078 During the Prior Period, the Company initiated the dissolution of one of its water-related services joint ventures and increased its ownership interest in another joint venture, which, combined, eliminated $0.9 million of noncontrolling interest. Additionally, for all periods presented, there were changes in Select Inc.’s ownership interest in SES Holdings. The effects of the changes in Select Inc.’s ownership interest in SES Holdings are as follows: Nine months ended September 30, 2022 2021 (in thousands) Net income (loss) attributable to Select Energy Services, Inc. $ 40,629 $ (51,718) Transfers from (to) noncontrolling interests: (Decrease) increase in additional paid-in capital as a result of issuing shares for business combinations (1,356) 359 Decrease in additional paid-in capital as a result of stock option exercises (24) — Increase in additional paid-in capital as a result of restricted stock issuance, net of forfeitures 2,166 1,850 Increase (decrease) in additional paid-in capital as a result of the repurchase of SES Holdings LLC Units 438 (19) (Decrease) increase in additional paid-in capital as a result of the Employee Stock Purchase Plan shares issued (1) 1 Change to equity from net income (loss) attributable to Select Energy Services, Inc. and transfers from noncontrolling interests $ 41,852 $ (49,527) |
INCOME (LOSS) PER SHARE
INCOME (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2022 | |
INCOME (LOSS) PER SHARE | |
INCOME (LOSS) PER SHARE | NOTE 15—INCOME (LOSS) PER SHARE Income (loss) per share is based on the amount of loss allocated to the stockholders and the weighted-average number of shares outstanding during the period for each class of common stock. Outstanding options to purchase 1,677,927, 2,105,965, 1,677,927 and 2,105,965 shares of Class A Common Stock are not included in the calculation of diluted weighted-average shares outstanding for the Current Quarter, Prior Quarter, Current Period and Prior Period respectively, as their effect is antidilutive. The following tables present the Company’s calculation of basic and diluted loss per share for the Current and Prior Quarter and the Current and Prior Period (dollars in thousands, except share and per share amounts): Three months ended September 30, 2022 Three months ended September 30, 2021 Select Energy Select Energy Services, Inc. Class A Class B Services, Inc. Class A Class B Numerator: Net income (loss) $ 24,717 $ (14,204) Net (income) loss attributable to noncontrolling interests (3,393) 2,160 Net income (loss) attributable to Select Energy Services, Inc. — basic $ 21,324 $ 21,324 $ — $ (12,044) $ (12,044) $ — Add: Reallocation of net income (loss) attributable to noncontrolling interests for the dilutive effect of restricted stock 30 30 — — — — Add: Reallocation of net income (loss) attributable to noncontrolling interests for the dilutive effect of performance units 20 20 — — — — Net income (loss) attributable to Select Energy Services, Inc. — diluted $ 21,374 $ 21,374 $ — $ (12,044) $ (12,044) $ — Denominator: Weighted-average shares of common stock outstanding — basic 94,014,963 16,221,101 88,596,736 16,221,101 Dilutive effect of restricted stock 893,562 — — — Dilutive effect of performance share units 611,763 — — — Dilutive effect of ESPP 77 — — — Weighted-average shares of common stock outstanding — diluted 95,520,365 16,221,101 88,596,736 16,221,101 Income (loss) per share: Basic $ 0.23 $ — $ (0.14) $ — Diluted $ 0.22 $ — $ (0.14) $ — Nine months ended September 30, 2022 Nine months ended September 30, 2021 Select Energy Select Energy Services, Inc. Class A Class B Services, Inc. Class A Class B Numerator: Net income (loss) $ 47,283 $ (61,240) Net (income) loss attributable to noncontrolling interests (6,654) 9,522 Net income (loss) attributable to Select Energy Services, Inc. — basic $ 40,629 $ 40,629 $ — (51,718) $ (51,718) $ — Add: Reallocation of net income (loss) attributable to noncontrolling interests for the dilutive effect of restricted stock 62 62 — — — — Add: Reallocation of net income (loss) attributable to noncontrolling interests for the dilutive effect of performance units 33 33 — — — — Net income (loss) attributable to Select Energy Services, Inc. — diluted $ 40,724 $ 40,724 $ — $ (51,718) $ (51,718) $ — Denominator: Weighted-average shares of common stock outstanding — basic 93,231,711 16,221,101 86,290,886 16,221,101 Dilutive effect of restricted stock 973,378 — — — Dilutive effect of performance share units 509,336 — — — Dilutive effect of ESPP 234 — — — Weighted-average shares of common stock outstanding — diluted 94,714,659 16,221,101 86,290,886 16,221,101 Income (loss) per share: Basic $ 0.44 $ — $ (0.60) $ — Diluted $ 0.43 $ — $ (0.60) $ — |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2022 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | NOTE 16—SEGMENT INFORMATION Select Inc. is a leading provider of comprehensive water-management and chemical solutions to the oil and gas industry in the U.S. The Company’s services are offered through three reportable segments. Reportable 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. The Company’s CODM assesses performance and allocates resources on the basis of the following three reportable segments: Water Services Water Infrastructure Oilfield Chemicals Financial information by segment for the Current and Prior Quarter and the Current and Prior Period is as follows: For the three months ended September 30, 2022 Income Depreciation and Capital Revenue before taxes Amortization Expenditures (in thousands) Water Services $ 222,108 $ 23,892 $ 16,926 $ 7,318 Water Infrastructure 76,047 11,193 7,471 10,555 Oilfield Chemicals 79,705 8,657 2,275 1,121 Other — (3) — — Eliminations (2,788) — — — Income from operations 43,739 Corporate — (15,307) 543 527 Interest expense, net — (616) — — Bargain purchase gain — (3,273) — — Other income, net — 668 — — $ 375,072 $ 25,211 $ 27,215 $ 19,521 For the three months ended September 30, 2021 (Loss) Income Depreciation and Capital Revenue before taxes Amortization Expenditures (in thousands) Water Services $ 113,564 $ (1,622) $ 13,698 $ 7,847 Water Infrastructure 36,787 (544) 6,860 8,578 Oilfield Chemicals 55,538 (39) 2,346 2,066 Other — (2) — — Eliminations (1,256) — — — Loss from operations (2,207) Corporate — (11,568) 562 378 Interest expense, net — (419) — — Other income, net — 87 — — $ 204,633 $ (14,107) $ 23,466 $ 18,869 For the nine months ended September 30, 2022 Income Depreciation and Capital Revenue before taxes Amortization Expenditures (in thousands) Water Services $ 583,955 $ 40,772 $ 47,857 $ 21,309 Water Infrastructure 196,970 17,070 27,341 32,234 Oilfield Chemicals 232,120 18,027 7,228 2,017 Other — (111) — — Eliminations (7,301) — — — Income from operations 75,758 Corporate — (43,338) 1,635 3,031 Interest expense, net — (1,830) — — Bargain purchase gain — 13,768 — — Other income, net — 4,173 — — $ 1,005,744 $ 48,531 $ 84,061 $ 58,591 For the nine months ended September 30, 2021 (Loss) Income Depreciation and Capital Revenue before taxes Amortization Expenditures (in thousands) Water Services $ 257,511 $ (24,834) $ 39,091 $ 10,820 Water Infrastructure 107,922 228 19,561 18,160 Oilfield Chemicals 148,817 (291) 6,920 3,266 Other — (18) — — Eliminations (4,758) — — — Loss from operations (24,915) Corporate — (32,277) 1,835 379 Interest expense, net — (1,254) — — Other expense, net — (2,876) — — $ 509,492 $ (61,322) $ 67,407 $ 32,625 Total assets by segment as of September 30, 2022 and December 31, 2021, is as follows: As of As of September 30, 2022 December 31, 2021 (in thousands) Water Services $ 565,747 $ 533,071 Water Infrastructure 306,105 229,803 Oilfield Chemicals 189,933 180,732 Other 10,616 6,586 $ 1,072,401 $ 950,192 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 17—SUBSEQUENT EVENTS On September 7, 2022, the Company announced that our board of directors approved the initiation of a dividend program under which the Company intends to pay regular quarterly dividends. On October 27, 2022, our board of directors declared a quarterly cash dividend of $0.05 per share of Class A Common Stock to be paid on November 17, 2022 to shareholders of record as of the close of business on November 7, 2022. A distribution of $0.05 per unit was also approved for those holders of units of SES Holdings, LLC, who also hold an equal number of shares of Class B Common Stock of the Company, which is subject to the same payment and record dates. All future dividend payments are subject to quarterly review and approval by the board of directors. On November 1, 2022, the Company closed on the announced acquisition of Breakwater Energy Services, LLC (“Breakwater”) in a stock-for-stock transaction. In consideration, the Company issued approximately 9.2 million shares of Class A Common Stock to Breakwater shareholders, subject to customary post-closing adjustments. The Company also repaid or assumed approximately $12.6 million of outstanding borrowings and other obligations in conjunction with closing. On November 1, 2022, the Company closed on the announced acquisition of certain saltwater disposal assets of Cypress Environmental Solutions, LLC (“Cypress”) in an all-stock transaction. In consideration, the Company issued approximately 950,000 shares of Class A Common Stock to Cypress. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
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 reserve, income taxes, self-insurance liabilities, share-based compensation, contingent liabilities, lease-related reasonably certain option exercise assessments, and the incremental borrowing rate for leases. 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. |
Allowance for credit losses | Allowance for credit losses: The change in the allowance for credit losses is as follows: Nine months ended September 30, 2022 (in thousands) Balance as of December 31, 2021 $ 4,401 Increase to allowance based on a percentage of revenue 2,016 Charge-offs (1,555) Recoveries 29 Balance as of September 30, 2022 $ 4,891 |
Asset retirement obligations | Asset retirement obligations: Nine months ended September 30, 2022 (in thousands) Balance as of December 31, 2021 $ 29,551 Accretion expense, included in depreciation and amortization expense 855 Acquired AROs 13,029 Divested (1,490) Payments (779) Balance as of September 30, 2022 $ 41,166 Short-term ARO liability 4,490 Long-term ARO liability 36,676 Balance as of September 30, 2022 $ 41,166 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. |
Lessor Income | Lessor Income: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in thousands) Category Classification Lessor income Costs of revenue $ 74 $ 113 $ 238 $ 239 Sublease income Lease abandonment costs and Costs of revenue 369 262 1,076 736 The Company also generates short-term equipment rental revenue. See “Note 4—Revenue” for a discussion of revenue recognition for the accommodations and rentals business. |
Defined Contribution Plan | Defined Contribution Plan: reinstated matching contributions of 50% of employee contributions, up to 4% of eligible earnings. |
Payroll Tax Deferral | Payroll Tax Deferral: |
Severance | Severance: |
BUSINESS AND BASIS OF PRESENT_2
BUSINESS AND BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
BUSINESS AND BASIS OF PRESENTATION | |
Schedule of investments in unconsolidated entities | Year As of September 30, As of December 31, Type of Investment attained Accounting method Balance Sheet Location 2022 2021 (in thousands) 20% minority interest 2011 Cost-method Other long-term assets, net $ 60 $ 120 Notes receivable (1) 2020 Amortized cost basis Other long-term assets, net — 4,446 21% minority interest (1) 2021 Equity-method Other long-term assets, net 4,608 — 40% minority interest (2) 2021 Equity-method Other long-term assets, net 5,313 1,779 49% minority interest (3) 2021 Equity-method Other long-term assets, net 2,633 142 (1) Investment in notes receivable converted to equity-method investment during the Current Period. (2) Ownership percentage increased in the Current Period due to additional contributions. Minority interest was 33% as of December 31, 2021. (3) Ownership percentage increased in the Current Period due to additional contributions. Minority interest was 45% as of December 31, 2021. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of change in allowance for doubtful accounts | Nine months ended September 30, 2022 (in thousands) Balance as of December 31, 2021 $ 4,401 Increase to allowance based on a percentage of revenue 2,016 Charge-offs (1,555) Recoveries 29 Balance as of September 30, 2022 $ 4,891 |
Summary of change in asset retirement obligations | Nine months ended September 30, 2022 (in thousands) Balance as of December 31, 2021 $ 29,551 Accretion expense, included in depreciation and amortization expense 855 Acquired AROs 13,029 Divested (1,490) Payments (779) Balance as of September 30, 2022 $ 41,166 Short-term ARO liability 4,490 Long-term ARO liability 36,676 Balance as of September 30, 2022 $ 41,166 |
Schedule of financial impact of leases | Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in thousands) Category Classification Lessor income Costs of revenue $ 74 $ 113 $ 238 $ 239 Sublease income Lease abandonment costs and Costs of revenue 369 262 1,076 736 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule Of consideration transferred and the estimated fair value of identified assets acquired and liabilities | The following table presents key information connected with our 2022 and 2021 acquisitions (dollars in thousands, except share amounts): Assets and Operations Acquired Acquisition Date Shares Issued Cash Consideration Value of Shares Issued Total Consideration Segments Nuverra February 23, 2022 4,203,323 $ — $ 35,854 $ 35,854 Water Services & Water Infrastructure HB Rentals December 3, 2021 1,211,375 2,610 7,135 9,745 Water Services Agua Libre and Basic October 1, 2021 902,593 16,394 4,684 21,078 Water Services & Water Infrastructure Complete July 9, 2021 3,600,000 14,356 20,304 34,660 Water Services & Water Infrastructure Total 9,917,291 $ 33,360 $ 67,977 $ 101,337 |
Nuverra | |
Schedule Of consideration transferred and the estimated fair value of identified assets acquired and liabilities | Preliminary purchase price allocation As Reported as of June 30, 2022 Current Quarter Adjustment Amount Consideration transferred (in thousands) Class A Common Stock (4,203,323 shares) $ 35,854 $ — $ 35,854 Total consideration transferred 35,854 — 35,854 Less: identifiable assets acquired and liabilities assumed Working capital 7,818 (117) 7,701 Property and equipment 65,138 — 65,138 Right-of-use assets 2,931 — 2,931 Other long-term assets 100 — 100 Long-term debt (18,780) — (18,780) Long-term ARO (12,980) — (12,980) Long-term lease liabilities (1,189) — (1,189) Total identifiable net assets acquired 43,038 (117) 42,921 Bargain Purchase Gain (7,184) 117 (7,067) Fair value allocated to net assets acquired, net of bargain purchase gain $ 35,854 $ — $ 35,854 |
HB Rentals | |
Schedule Of consideration transferred and the estimated fair value of identified assets acquired and liabilities | Purchase price allocation As Reported as of December 31, 2021 Current Period Adjustment Amount Consideration transferred (in thousands) Class A Common Stock (1,211,375 shares) $ 7,135 $ — $ 7,135 Cash paid 1,526 — 1,526 Final working capital settlement — 1,084 1,084 Total consideration transferred 8,661 1,084 9,745 Less: identifiable assets acquired and liabilities assumed Working capital 29 880 909 Property and equipment 14,091 929 15,020 Right-of-use assets 1,316 — 1,316 Long-term lease liabilities (835) — (835) Total identifiable net assets acquired 14,601 1,809 16,410 Bargain Purchase Gain (5,940) (725) (6,665) Fair value allocated to net assets acquired, net of bargain purchase gain $ 8,661 $ 1,084 $ 9,745 |
Aqua Libre and Basic | |
Schedule Of consideration transferred and the estimated fair value of identified assets acquired and liabilities | Purchase price allocation As Reported as of December 31, 2021 Current Period Adjustment Amount Consideration transferred (in thousands) Class A Common Stock (902,593 shares) $ 4,684 $ — $ 4,684 Cash paid 16,394 — 16,394 Total consideration transferred 21,078 — 21,078 Less: identifiable assets acquired and liabilities assumed Working capital (506) 37 (469) Property and equipment 41,000 6,330 47,330 Right-of-use assets 309 — 309 Long-term ARO (15,810) — (15,810) Long-term lease liabilities (281) 10 (271) Total identifiable net assets acquired 24,712 6,377 31,089 Bargain Purchase Gain (3,634) (6,377) (10,011) Fair value allocated to net assets acquired, net of bargain purchase gain $ 21,078 $ — $ 21,078 |
Complete Energy Services, Inc. | |
Schedule Of consideration transferred and the estimated fair value of identified assets acquired and liabilities | Purchase price allocation As Reported as of December 31, 2021 Current Period Adjustment Amount Consideration transferred (in thousands) Class A Common Stock (3,600,000 shares) $ 20,304 $ — $ 20,304 Cash paid 14,356 — 14,356 Total consideration transferred 34,660 — 34,660 Less: identifiable assets acquired and liabilities assumed Working capital 15,783 (200) 15,583 Property and equipment 36,761 (201) 36,560 Right-of-use assets 3,331 — 3,331 Other long-term assets 24 — 24 Long-term ARO (9,800) — (9,800) Long-term lease liabilities (2,028) — (2,028) Total identifiable net assets acquired 44,071 (401) 43,670 Bargain Purchase Gain (9,411) 401 (9,010) Fair value allocated to net assets acquired, net of bargain purchase gain $ 34,660 $ — $ 34,660 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
REVENUE | |
Schedule of disaggregation of revenue by geographic location | Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in thousands) Geographic Region Permian Basin $ 176,357 $ 93,976 $ 462,481 $ 248,535 Rockies 42,139 25,412 113,756 44,630 Marcellus/Utica 41,160 17,956 98,913 42,874 Eagle Ford 40,213 27,827 113,505 73,181 Mid-Continent 30,758 18,925 91,548 36,928 Haynesville/E. Texas 25,039 18,404 77,818 53,972 Bakken 22,567 3,209 54,564 13,976 Eliminations and other regions (3,161) (1,076) (6,841) (4,604) Total $ 375,072 $ 204,633 $ 1,005,744 $ 509,492 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
INVENTORIES | |
Schedule of inventory | September 30, 2022 December 31, 2021 (in thousands) Raw materials $ 20,159 $ 20,396 Finished goods 20,155 24,060 Total $ 40,314 $ 44,456 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT. | |
Schedule of property and equipment | September 30, 2022 December 31, 2021 (in thousands) Machinery and equipment $ 651,221 $ 626,633 Buildings and leasehold improvements 135,717 108,177 Pipelines 72,829 72,829 Gathering and disposal infrastructure 62,903 63,228 Vehicles and equipment 26,875 28,502 Land 22,488 16,873 Computer equipment and software 4,804 5,395 Office furniture and equipment 773 764 Machinery and equipment - finance lease 519 544 Vehicles and equipment - finance lease 58 324 Computer equipment and software - finance lease 56 412 Construction in progress 40,159 19,834 1,018,402 943,515 Less accumulated depreciation (1) (591,340) (551,727) Total property and equipment, net $ 427,062 $ 391,788 (1) Includes $0.6 million and $1.1 million of accumulated depreciation related to finance leases as of September 30, 2022 and December 31, 2021, respectively. |
Schedule of amortization of intangible assets | Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in thousands) Category Depreciation expense from property and equipment $ 24,379 $ 20,612 $ 75,083 $ 59,216 Amortization expense from finance leases 5 64 106 167 Amortization expense from intangible assets 2,572 2,686 8,017 7,919 Accretion expense from asset retirement obligations 259 104 855 105 Total depreciation and amortization $ 27,215 $ 23,466 $ 84,061 $ 67,407 |
OTHER INTANGIBLE ASSETS (Tables
OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
OTHER INTANGIBLE ASSETS. | |
Summary of components of other intangible assets | As of September 30, 2022 As of December 31, 2021 Gross Accumulated Net Gross Accumulated Net Value Amortization Value Value Amortization Value (in thousands) (in thousands) Definite-lived Customer relationships $ 116,554 $ (45,172) $ 71,382 $ 116,554 $ (38,371) $ 78,183 Patents and other intellectual property 12,772 (5,354) 7,418 12,772 (4,313) 8,459 Other 7,234 (6,970) 264 7,234 (6,795) 439 Total definite-lived 136,560 (57,496) 79,064 136,560 (49,479) 87,081 Indefinite-lived Water rights 7,031 — 7,031 7,031 — 7,031 Trademarks 14,360 — 14,360 14,360 — 14,360 Total indefinite-lived 21,391 — 21,391 21,391 — 21,391 Total other intangible assets, net $ 157,951 $ (57,496) $ 100,455 $ 157,951 $ (49,479) $ 108,472 |
Summary of future estimated amortization expense for other intangible assets | Amount (in thousands) Remainder of 2022 $ 2,648 Year ending December 31, 2023 10,594 Year ending December 31, 2024 10,525 Year ending December 31, 2025 10,362 Year ending December 31, 2026 10,274 Thereafter 34,661 Total $ 79,064 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
DEBT | |
Summary of Company's leverage ratio | Level Average Excess Availability Base Rate Margin SOFR Margin I < 33.33% of the commitments 1.25% 2.25% II < 66.67% of the commitments and ≥ 33.33% of the commitments 1.00% 2.00% III ≥ 66.67% of the commitments 0.75% 1.75% |
Schedule of fee Percentage on unused credit facility | Level Average Revolver Usage Unused Line Fee Percentage I ≥ 50% of the commitments 0.250% II < 50% of the commitments 0.375% |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of equity option activity and related information | For the nine months ended September 30, 2022 Weighted-average Weighted-average Grant Date Value Aggregate Intrinsic Stock Options Exercise Price Term (Years) Value (in thousands) (a) Beginning balance, outstanding 2,074,216 $ 16.89 4.4 $ — Exercised (70,000) 8.70 Forfeited (9,411) 20.00 Expired (316,878) 17.41 Ending balance, outstanding 1,677,927 $ 17.12 4.4 $ — Ending balance, exercisable 1,677,927 $ 17.12 4.4 $ — Nonvested as of September 30, 2022 — $ — (a) |
summary of ESPP activity | The following table summarizes ESPP activity (in thousands, except shares): For the nine months ended September 30, 2022 Cash received for shares issued $ 35 Shares issued 4,681 |
Restricted Stock | |
Schedule of restricted stock activity | For the nine months ended September 30, 2022 Weighted-average Restricted Stock Awards Grant Date Fair Value Nonvested as of December 31, 2021 3,144,513 $ 6.35 Granted 2,529,231 8.14 Vested (1,534,748) 6.91 Forfeited (87,242) 7.26 Nonvested as of September 30, 2022 4,051,754 $ 7.24 |
Performance share units | |
Schedule of percentage of target PSUs earned | Ranking Among Peer Group Percentage of Target Amount Earned Outside of Top 10 0% Top 10 50% Top 7 100% Top 3 175% Adjusted FCF Performance Percentage Percentage of Target Amount Earned Less than 70% 0% 70% 50% 100% 100% 130% 175% |
Summary of activity related to the units outstanding | PSUs Nonvested as of December 31, 2021 2,205,604 Target shares granted 665,992 Target shares forfeited (1) (872,956) Target shares outstanding as of September 30, 2022 1,998,640 (1) All PSUs granted in 2019 and all PSUs granted in 2021 tied to Adjusted EBITDA did not achieve the respective performance targets and were forfeited. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES | |
Summary of components of the federal and state income tax expense (benefit) | Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 (in thousands) Current income tax expense (benefit) $ 284 $ 63 $ 729 $ (122) Deferred income tax benefit (8) (95) (57) (89) Total income tax expense (benefit) $ 276 $ (32) $ 672 $ (211) Effective Tax Rate 1.1% 0.2% 1.4% 0.3% |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
NONCONTROLLING INTERESTS | |
Schedule of Non Controlling Interests Categories | As of As of September 30, 2022 December 31, 2021 (in thousands) Noncontrolling interests attributable to joint ventures formed for water-related services $ 1,012 $ 1,091 Noncontrolling interests attributable to holders of Class B Common Stock 109,027 101,987 Total noncontrolling interests $ 110,039 $ 103,078 |
Summary of the effects of changes in noncontrolling interests | Nine months ended September 30, 2022 2021 (in thousands) Net income (loss) attributable to Select Energy Services, Inc. $ 40,629 $ (51,718) Transfers from (to) noncontrolling interests: (Decrease) increase in additional paid-in capital as a result of issuing shares for business combinations (1,356) 359 Decrease in additional paid-in capital as a result of stock option exercises (24) — Increase in additional paid-in capital as a result of restricted stock issuance, net of forfeitures 2,166 1,850 Increase (decrease) in additional paid-in capital as a result of the repurchase of SES Holdings LLC Units 438 (19) (Decrease) increase in additional paid-in capital as a result of the Employee Stock Purchase Plan shares issued (1) 1 Change to equity from net income (loss) attributable to Select Energy Services, Inc. and transfers from noncontrolling interests $ 41,852 $ (49,527) |
INCOME (LOSS) PER SHARE (Tables
INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
INCOME (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 loss per share for the Current and Prior Quarter and the Current and Prior Period (dollars in thousands, except share and per share amounts): Three months ended September 30, 2022 Three months ended September 30, 2021 Select Energy Select Energy Services, Inc. Class A Class B Services, Inc. Class A Class B Numerator: Net income (loss) $ 24,717 $ (14,204) Net (income) loss attributable to noncontrolling interests (3,393) 2,160 Net income (loss) attributable to Select Energy Services, Inc. — basic $ 21,324 $ 21,324 $ — $ (12,044) $ (12,044) $ — Add: Reallocation of net income (loss) attributable to noncontrolling interests for the dilutive effect of restricted stock 30 30 — — — — Add: Reallocation of net income (loss) attributable to noncontrolling interests for the dilutive effect of performance units 20 20 — — — — Net income (loss) attributable to Select Energy Services, Inc. — diluted $ 21,374 $ 21,374 $ — $ (12,044) $ (12,044) $ — Denominator: Weighted-average shares of common stock outstanding — basic 94,014,963 16,221,101 88,596,736 16,221,101 Dilutive effect of restricted stock 893,562 — — — Dilutive effect of performance share units 611,763 — — — Dilutive effect of ESPP 77 — — — Weighted-average shares of common stock outstanding — diluted 95,520,365 16,221,101 88,596,736 16,221,101 Income (loss) per share: Basic $ 0.23 $ — $ (0.14) $ — Diluted $ 0.22 $ — $ (0.14) $ — Nine months ended September 30, 2022 Nine months ended September 30, 2021 Select Energy Select Energy Services, Inc. Class A Class B Services, Inc. Class A Class B Numerator: Net income (loss) $ 47,283 $ (61,240) Net (income) loss attributable to noncontrolling interests (6,654) 9,522 Net income (loss) attributable to Select Energy Services, Inc. — basic $ 40,629 $ 40,629 $ — (51,718) $ (51,718) $ — Add: Reallocation of net income (loss) attributable to noncontrolling interests for the dilutive effect of restricted stock 62 62 — — — — Add: Reallocation of net income (loss) attributable to noncontrolling interests for the dilutive effect of performance units 33 33 — — — — Net income (loss) attributable to Select Energy Services, Inc. — diluted $ 40,724 $ 40,724 $ — $ (51,718) $ (51,718) $ — Denominator: Weighted-average shares of common stock outstanding — basic 93,231,711 16,221,101 86,290,886 16,221,101 Dilutive effect of restricted stock 973,378 — — — Dilutive effect of performance share units 509,336 — — — Dilutive effect of ESPP 234 — — — Weighted-average shares of common stock outstanding — diluted 94,714,659 16,221,101 86,290,886 16,221,101 Income (loss) per share: Basic $ 0.44 $ — $ (0.60) $ — Diluted $ 0.43 $ — $ (0.60) $ — |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SEGMENT INFORMATION | |
Summary of financial information by segment | For the three months ended September 30, 2022 Income Depreciation and Capital Revenue before taxes Amortization Expenditures (in thousands) Water Services $ 222,108 $ 23,892 $ 16,926 $ 7,318 Water Infrastructure 76,047 11,193 7,471 10,555 Oilfield Chemicals 79,705 8,657 2,275 1,121 Other — (3) — — Eliminations (2,788) — — — Income from operations 43,739 Corporate — (15,307) 543 527 Interest expense, net — (616) — — Bargain purchase gain — (3,273) — — Other income, net — 668 — — $ 375,072 $ 25,211 $ 27,215 $ 19,521 For the three months ended September 30, 2021 (Loss) Income Depreciation and Capital Revenue before taxes Amortization Expenditures (in thousands) Water Services $ 113,564 $ (1,622) $ 13,698 $ 7,847 Water Infrastructure 36,787 (544) 6,860 8,578 Oilfield Chemicals 55,538 (39) 2,346 2,066 Other — (2) — — Eliminations (1,256) — — — Loss from operations (2,207) Corporate — (11,568) 562 378 Interest expense, net — (419) — — Other income, net — 87 — — $ 204,633 $ (14,107) $ 23,466 $ 18,869 For the nine months ended September 30, 2022 Income Depreciation and Capital Revenue before taxes Amortization Expenditures (in thousands) Water Services $ 583,955 $ 40,772 $ 47,857 $ 21,309 Water Infrastructure 196,970 17,070 27,341 32,234 Oilfield Chemicals 232,120 18,027 7,228 2,017 Other — (111) — — Eliminations (7,301) — — — Income from operations 75,758 Corporate — (43,338) 1,635 3,031 Interest expense, net — (1,830) — — Bargain purchase gain — 13,768 — — Other income, net — 4,173 — — $ 1,005,744 $ 48,531 $ 84,061 $ 58,591 For the nine months ended September 30, 2021 (Loss) Income Depreciation and Capital Revenue before taxes Amortization Expenditures (in thousands) Water Services $ 257,511 $ (24,834) $ 39,091 $ 10,820 Water Infrastructure 107,922 228 19,561 18,160 Oilfield Chemicals 148,817 (291) 6,920 3,266 Other — (18) — — Eliminations (4,758) — — — Loss from operations (24,915) Corporate — (32,277) 1,835 379 Interest expense, net — (1,254) — — Other expense, net — (2,876) — — $ 509,492 $ (61,322) $ 67,407 $ 32,625 Total assets by segment as of September 30, 2022 and December 31, 2021, is as follows: As of As of September 30, 2022 December 31, 2021 (in thousands) Water Services $ 565,747 $ 533,071 Water Infrastructure 306,105 229,803 Oilfield Chemicals 189,933 180,732 Other 10,616 6,586 $ 1,072,401 $ 950,192 |
BUSINESS AND BASIS OF PRESENT_3
BUSINESS AND BASIS OF PRESENTATION (Details) | 9 Months Ended | |
Sep. 30, 2022 Vote segment item $ / shares | Dec. 31, 2021 $ / shares | |
Number of vote per share | Vote | 1 | |
Number of equity method investee | item | 3 | |
Number of cost-method investee | item | 1 | |
Number of operating segments | segment | 3 | |
Ratio | 1 | |
Class A Common Stock | ||
Par value | $ / shares | $ 0.01 | $ 0.01 |
Class B Common Stock | ||
Par value | $ / shares | $ 0.01 | $ 0.01 |
BUSINESS AND BASIS OF PRESENT_4
BUSINESS AND BASIS OF PRESENTATION - Investments in Unconsolidated (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other long-term assets, net | ||
Notes receivable | $ 4,446 | |
Investment in Joint Venture One | ||
Percentage of interest in a joint venture | 20% | |
Investment in Joint Venture One | Other long-term assets, net | ||
20% minority interest | $ 60 | $ 120 |
Investment in Joint Venture Two | ||
Percentage of interest in a joint venture | 21% | |
Investment in Joint Venture Two | Other long-term assets, net | ||
Percentage of minority interest | $ 4,608 | |
Investment In Joint Venture Three | ||
Percentage of interest in a joint venture | 40% | 33% |
Investment In Joint Venture Three | Other long-term assets, net | ||
Percentage of minority interest | $ 5,313 | $ 1,779 |
Investment In Joint Venture Four | ||
Percentage of interest in a joint venture | 49% | 45% |
Investment In Joint Venture Four | Other long-term assets, net | ||
Percentage of minority interest | $ 2,633 | $ 142 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Allowance activity (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at beginning of the period | $ 4,401 |
Increase to allowance based on a percentage of revenue | 2,016 |
Charge-offs | (1,555) |
Recoveries | 29 |
Balance at end of the period | $ 4,891 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||||
Balance at beginning of period | $ 29,551 | |||
Accretion expense, included in depreciation and amortization expense | 855 | |||
Acquires ARO's | 13,029 | |||
Divested | (1,490) | |||
Payments | (779) | |||
Balance at end of period | $ 41,166 | 41,166 | ||
Short-term ARO liability | 4,490 | 4,490 | ||
Long-term ARO liability | 36,676 | 36,676 | ||
Lessor Income | ||||
Lessor income | 74 | $ 113 | 238 | $ 239 |
Sublease Income | $ 369 | $ 262 | $ 1,076 | $ 736 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Defined Contribution Plan and Payroll Tax Deferral (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Jul. 01, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2020 | |
Employee benefit plans | ||||||
Matching contribution as a percentage of employee contributions | 50% | |||||
Matching contribution as a percentage of employee compensation | 4% | |||||
401(k) match expense | $ 0.5 | $ 0.1 | $ 1.7 | $ 0.1 | ||
Payroll Tax Deferral | $ 3 | $ 3 | $ 6 |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES - Severance (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Selling, general and administrative | |
Restructuring Cost and Reserve [Line Items] | |
Severance Costs | $ 3.2 |
ACQUISITIONS - Fair Value of As
ACQUISITIONS - Fair Value of Assets Acquired and Liabilities Assumed (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Apr. 01, 2022 USD ($) | Feb. 23, 2022 USD ($) a shares | Dec. 03, 2021 USD ($) shares | Oct. 01, 2021 USD ($) shares bbl | Jul. 09, 2021 USD ($) shares | Aug. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Bargain purchase gain | $ 3,273 | $ (13,768) | |||||||||||
Landfill Facility, North Dakota | |||||||||||||
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Area of land | a | 50 | ||||||||||||
2021 Acquisitions | |||||||||||||
Consideration transferred | |||||||||||||
Common stock issued | $ 67,977 | ||||||||||||
Cash paid | 33,360 | ||||||||||||
Total consideration transferred | $ 101,337 | ||||||||||||
Number of shares issued in acquisition | shares | 9,917,291 | ||||||||||||
Nuverra | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Transaction-related costs | 500 | 3,600 | |||||||||||
Severance liabilities | 1,600 | 1,600 | |||||||||||
Consideration transferred | |||||||||||||
Total consideration transferred | $ 35,900 | 35,854 | |||||||||||
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Working capital | 7,701 | 7,701 | |||||||||||
Property and equipment | 65,138 | 65,138 | |||||||||||
Right-of-use assets | 2,931 | 2,931 | |||||||||||
Other long-term assets | 100 | 100 | |||||||||||
Long-term debt | (18,780) | (18,780) | |||||||||||
Long-term ARO | (12,980) | (12,980) | |||||||||||
Long-term lease liabilities | (1,189) | (1,189) | |||||||||||
Total identifiable net assets acquired | 42,921 | 42,921 | |||||||||||
Bargain purchase gain | (7,067) | ||||||||||||
Fair value allocated to net assets acquired, net of bargain purchase gain | 35,854 | 35,854 | |||||||||||
Cash payment of acquiree's debt | 18,800 | ||||||||||||
Nuverra | As Reported | |||||||||||||
Consideration transferred | |||||||||||||
Total consideration transferred | $ 35,854 | ||||||||||||
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Working capital | 7,818 | ||||||||||||
Property and equipment | 65,138 | ||||||||||||
Right-of-use assets | 2,931 | ||||||||||||
Other long-term assets | 100 | ||||||||||||
Long-term debt | (18,780) | ||||||||||||
Long-term ARO | (12,980) | ||||||||||||
Long-term lease liabilities | (1,189) | ||||||||||||
Total identifiable net assets acquired | 43,038 | ||||||||||||
Bargain purchase gain | (7,184) | ||||||||||||
Fair value allocated to net assets acquired, net of bargain purchase gain | 35,854 | ||||||||||||
Nuverra | Restatement Adjustment | |||||||||||||
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Working capital | (117) | (117) | |||||||||||
Total identifiable net assets acquired | (117) | (117) | |||||||||||
Bargain purchase gain | 117 | ||||||||||||
Nuverra | Accrued salaries and benefits | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Severance liabilities | 100 | 100 | |||||||||||
Nuverra | Class A Common Stock | |||||||||||||
Consideration transferred | |||||||||||||
Common stock issued | 35,854 | ||||||||||||
Number of shares issued in acquisition | shares | 4,203,323 | ||||||||||||
Nuverra | Class A Common Stock | As Reported | |||||||||||||
Consideration transferred | |||||||||||||
Common stock issued | $ 35,854 | ||||||||||||
Nuverra | Water Solutions | |||||||||||||
Consideration transferred | |||||||||||||
Common stock issued | $ 35,854 | ||||||||||||
Total consideration transferred | $ 35,854 | ||||||||||||
Number of shares issued in acquisition | shares | 4,203,323 | ||||||||||||
HB Rentals | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Transaction-related costs | 100 | ||||||||||||
Consideration transferred | |||||||||||||
Cash paid | $ 1,100 | $ 1,500 | 1,526 | ||||||||||
Final working capital settlement | 1,084 | ||||||||||||
Total consideration transferred | $ 8,700 | 9,745 | |||||||||||
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Working capital | 909 | 909 | |||||||||||
Property and equipment | 15,020 | 15,020 | |||||||||||
Right-of-use assets | 1,316 | 1,316 | |||||||||||
Long-term lease liabilities | (835) | (835) | |||||||||||
Total identifiable net assets acquired | 16,410 | 16,410 | |||||||||||
Bargain purchase gain | (6,665) | ||||||||||||
Fair value allocated to net assets acquired, net of bargain purchase gain | 9,745 | 9,745 | |||||||||||
HB Rentals | As Reported | |||||||||||||
Consideration transferred | |||||||||||||
Cash paid | $ 1,526 | ||||||||||||
Total consideration transferred | 8,661 | ||||||||||||
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Working capital | 29 | ||||||||||||
Property and equipment | 14,091 | ||||||||||||
Right-of-use assets | 1,316 | ||||||||||||
Long-term lease liabilities | (835) | ||||||||||||
Total identifiable net assets acquired | 14,601 | ||||||||||||
Bargain purchase gain | (5,940) | ||||||||||||
Fair value allocated to net assets acquired, net of bargain purchase gain | 8,661 | ||||||||||||
HB Rentals | Restatement Adjustment | |||||||||||||
Consideration transferred | |||||||||||||
Final working capital settlement | 1,084 | ||||||||||||
Total consideration transferred | 1,084 | ||||||||||||
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Working capital | 880 | 880 | |||||||||||
Property and equipment | 929 | 929 | |||||||||||
Total identifiable net assets acquired | 1,809 | 1,809 | |||||||||||
Bargain purchase gain | (725) | ||||||||||||
Fair value allocated to net assets acquired, net of bargain purchase gain | 1,084 | 1,084 | |||||||||||
HB Rentals | Class A Common Stock | |||||||||||||
Consideration transferred | |||||||||||||
Common stock issued | 7,135 | ||||||||||||
Number of shares issued in acquisition | shares | 1,211,375 | ||||||||||||
HB Rentals | Class A Common Stock | As Reported | |||||||||||||
Consideration transferred | |||||||||||||
Common stock issued | 7,135 | ||||||||||||
HB Rentals | Water Solutions | |||||||||||||
Consideration transferred | |||||||||||||
Common stock issued | $ 7,135 | ||||||||||||
Cash paid | 2,610 | ||||||||||||
Total consideration transferred | $ 9,745 | ||||||||||||
Number of shares issued in acquisition | shares | 1,211,375 | ||||||||||||
Aqua Libre and Basic | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Transaction-related costs | $ 1,400 | 600 | $ 1,400 | ||||||||||
Water related asset, production capacity acquired | bbl | 550,000 | ||||||||||||
Consideration transferred | |||||||||||||
Cash paid | $ 16,400 | 16,394 | |||||||||||
Total consideration transferred | $ 21,100 | 21,078 | |||||||||||
Number of shares issued in acquisition | shares | 902,593 | ||||||||||||
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Working capital | (469) | (469) | |||||||||||
Property and equipment | 47,330 | 47,330 | |||||||||||
Right-of-use assets | 309 | 309 | |||||||||||
Long-term ARO | (15,810) | (15,810) | |||||||||||
Long-term lease liabilities | (271) | (271) | |||||||||||
Total identifiable net assets acquired | 31,089 | 31,089 | |||||||||||
Bargain purchase gain | (10,011) | ||||||||||||
Fair value allocated to net assets acquired, net of bargain purchase gain | 21,078 | 21,078 | |||||||||||
Aqua Libre and Basic | As Reported | |||||||||||||
Consideration transferred | |||||||||||||
Cash paid | 16,394 | ||||||||||||
Total consideration transferred | 21,078 | ||||||||||||
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Working capital | (506) | ||||||||||||
Property and equipment | 41,000 | ||||||||||||
Right-of-use assets | 309 | ||||||||||||
Long-term ARO | (15,810) | ||||||||||||
Long-term lease liabilities | (281) | ||||||||||||
Total identifiable net assets acquired | 24,712 | ||||||||||||
Bargain purchase gain | (3,634) | ||||||||||||
Fair value allocated to net assets acquired, net of bargain purchase gain | 21,078 | ||||||||||||
Aqua Libre and Basic | Restatement Adjustment | |||||||||||||
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Working capital | 37 | 37 | |||||||||||
Property and equipment | 6,330 | 6,330 | |||||||||||
Long-term lease liabilities | 10 | 10 | |||||||||||
Total identifiable net assets acquired | 6,377 | 6,377 | |||||||||||
Bargain purchase gain | (6,377) | ||||||||||||
Aqua Libre and Basic | Class A Common Stock | |||||||||||||
Consideration transferred | |||||||||||||
Common stock issued | 4,684 | ||||||||||||
Number of shares issued in acquisition | shares | 902,593 | ||||||||||||
Aqua Libre and Basic | Class A Common Stock | As Reported | |||||||||||||
Consideration transferred | |||||||||||||
Common stock issued | 4,684 | ||||||||||||
Aqua Libre and Basic | Water Solutions | |||||||||||||
Consideration transferred | |||||||||||||
Common stock issued | $ 4,684 | ||||||||||||
Cash paid | 16,394 | ||||||||||||
Total consideration transferred | $ 21,078 | ||||||||||||
Number of shares issued in acquisition | shares | 902,593 | ||||||||||||
Complete Energy Services, Inc. | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payment of working capital | $ 200 | ||||||||||||
Transaction-related costs | $ 900 | 400 | $ 1,000 | ||||||||||
Consideration transferred | |||||||||||||
Cash paid | 14,356 | ||||||||||||
Total consideration transferred | $ 34,700 | 34,660 | |||||||||||
Number of shares issued in acquisition | shares | 3,600,000 | ||||||||||||
Initial payment | $ 14,200 | ||||||||||||
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Working capital | 15,583 | 15,583 | |||||||||||
Property and equipment | 36,560 | 36,560 | |||||||||||
Right-of-use assets | 3,331 | 3,331 | |||||||||||
Other long-term assets | 24 | 24 | |||||||||||
Long-term ARO | (9,800) | (9,800) | |||||||||||
Long-term lease liabilities | (2,028) | (2,028) | |||||||||||
Total identifiable net assets acquired | 43,670 | 43,670 | |||||||||||
Bargain purchase gain | (9,010) | ||||||||||||
Fair value allocated to net assets acquired, net of bargain purchase gain | 34,660 | 34,660 | |||||||||||
Complete Energy Services, Inc. | As Reported | |||||||||||||
Consideration transferred | |||||||||||||
Cash paid | 14,356 | ||||||||||||
Total consideration transferred | 34,660 | ||||||||||||
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Working capital | 15,783 | ||||||||||||
Property and equipment | 36,761 | ||||||||||||
Right-of-use assets | 3,331 | ||||||||||||
Other long-term assets | 24 | ||||||||||||
Long-term ARO | (9,800) | ||||||||||||
Long-term lease liabilities | (2,028) | ||||||||||||
Total identifiable net assets acquired | 44,071 | ||||||||||||
Bargain purchase gain | (9,411) | ||||||||||||
Fair value allocated to net assets acquired, net of bargain purchase gain | 34,660 | ||||||||||||
Complete Energy Services, Inc. | Restatement Adjustment | |||||||||||||
Less: identifiable assets acquired and liabilities assumed | |||||||||||||
Working capital | (200) | (200) | |||||||||||
Property and equipment | (201) | (201) | |||||||||||
Total identifiable net assets acquired | $ (401) | (401) | |||||||||||
Bargain purchase gain | 401 | ||||||||||||
Complete Energy Services, Inc. | Class A Common Stock | |||||||||||||
Consideration transferred | |||||||||||||
Common stock issued | 20,304 | ||||||||||||
Total consideration transferred | $ 34,500 | ||||||||||||
Number of shares issued in acquisition | shares | 3,600,000 | ||||||||||||
Complete Energy Services, Inc. | Class A Common Stock | As Reported | |||||||||||||
Consideration transferred | |||||||||||||
Common stock issued | 20,304 | ||||||||||||
Complete Energy Services, Inc. | Water Solutions | |||||||||||||
Consideration transferred | |||||||||||||
Common stock issued | $ 20,304 | ||||||||||||
Cash paid | 14,356 | ||||||||||||
Total consideration transferred | $ 34,660 | ||||||||||||
Number of shares issued in acquisition | shares | 3,600,000 | ||||||||||||
August 2021 Business Combination | |||||||||||||
Consideration transferred | |||||||||||||
Estimated earn-out liability assumed | $ 1,100 | ||||||||||||
Maximum earn-out based on revenue generated | $ 1,600 | ||||||||||||
August 2021 Business Combination | Other long-term liabilities | |||||||||||||
Consideration transferred | |||||||||||||
Estimated earn-out liability assumed | $ 1,100 | $ 1,100 |
REVENUE (Details)
REVENUE (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) region | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
REVENUE | |||||
Number of Reportable Segments | segment | 3 | ||||
Revenue | $ 375,072 | $ 204,633 | $ 1,005,744 | $ 509,492 | |
Accommodations and rentals | ASC 842 | |||||
REVENUE | |||||
Revenue | 21,100 | 8,100 | 54,300 | 21,000 | |
Water Services And Water Infrastructure | |||||
REVENUE | |||||
Contract liability | 2,600 | 2,600 | $ 8,200 | ||
Revenue | 5,600 | ||||
Water Services And Water Infrastructure | Accounts Payable and Accrued Liabilities | |||||
REVENUE | |||||
Contract liability | 1,200 | 1,200 | |||
Water Services And Water Infrastructure | Other long-term liabilities | |||||
REVENUE | |||||
Contract liability | 1,400 | 1,400 | |||
Permian Basin | |||||
REVENUE | |||||
Revenue | 176,357 | 93,976 | 462,481 | 248,535 | |
Rockies | |||||
REVENUE | |||||
Revenue | 42,139 | 25,412 | 113,756 | 44,630 | |
Marcellus/Utica | |||||
REVENUE | |||||
Revenue | 41,160 | 17,956 | 98,913 | 42,874 | |
Eagle Ford | |||||
REVENUE | |||||
Revenue | 40,213 | 27,827 | 113,505 | 73,181 | |
MidCon | |||||
REVENUE | |||||
Revenue | 30,758 | 18,925 | 91,548 | 36,928 | |
Haynesville/E. Texas | |||||
REVENUE | |||||
Revenue | 25,039 | 18,404 | 77,818 | 53,972 | |
Bakken | |||||
REVENUE | |||||
Revenue | 22,567 | 3,209 | 54,564 | 13,976 | |
Eliminations and other regions | |||||
REVENUE | |||||
Revenue | $ (3,161) | $ (1,076) | $ (6,841) | $ (4,604) | |
Permian Basin, Eagle Ford, Marcellus/Utica and Rockies | Water Services | |||||
REVENUE | |||||
Number of revenue producing regions | region | 3 | ||||
Percentage of revenue | 68% | 70% | 68% | 67% | |
Permian Basin, Bakken and Haynesville/E. Texas | Water Infrastructure | |||||
REVENUE | |||||
Number of revenue producing regions | region | 3 | ||||
Percentage of revenue | 88% | 78% | 86% | 83% | |
Permian Basin, Rockies and Eagle Ford | Oilfield Chemicals | |||||
REVENUE | |||||
Number of revenue producing regions | region | 3 | ||||
Percentage of revenue | 85% | 68% | 74% | 67% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Significant components of inventory | |||||
Raw materials | $ 20,159 | $ 20,159 | $ 20,396 | ||
Finished goods | 20,155 | 20,155 | 24,060 | ||
Total | 40,314 | 40,314 | 44,456 | ||
Inventory adjustments | (800) | $ 100 | (612) | $ 139 | |
Inventory Valuation Reserves | $ 3,300 | $ 3,300 | $ 3,900 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property and equipment | |||||
Property and equipment | $ 1,018,402 | $ 1,018,402 | $ 943,515 | ||
Less accumulated depreciation | (591,340) | (591,340) | (551,727) | ||
Total property and equipment, net | 427,062 | 427,062 | 391,788 | ||
Accumulated depreciation related to finance leases | 600 | 600 | 1,100 | ||
Depreciation and amortization expense | |||||
Depreciation expense from property and equipment | 24,379 | $ 20,612 | 75,083 | $ 59,216 | |
Amortization expense from finance lease | 5 | 64 | 106 | 167 | |
Amortization expense from intangible assets | 2,572 | 2,686 | 8,017 | 7,919 | |
Accretion expense from asset retirement obligations | 259 | 104 | 855 | 105 | |
Total depreciation and amortization | 27,215 | $ 23,466 | 84,061 | $ 67,407 | |
Machinery and equipment | |||||
Property and equipment | |||||
Property and equipment | 651,221 | 651,221 | 626,633 | ||
Buildings and leasehold improvements | |||||
Property and equipment | |||||
Property and equipment | 135,717 | 135,717 | 108,177 | ||
Pipelines | |||||
Property and equipment | |||||
Property and equipment | 72,829 | 72,829 | 72,829 | ||
Gathering and disposal infrastructure | |||||
Property and equipment | |||||
Property and equipment | 62,903 | 62,903 | 63,228 | ||
Vehicles and equipment | |||||
Property and equipment | |||||
Property and equipment | 26,875 | 26,875 | 28,502 | ||
Land | |||||
Property and equipment | |||||
Property and equipment | 22,488 | 22,488 | 16,873 | ||
Computer equipment and software | |||||
Property and equipment | |||||
Property and equipment | 4,804 | 4,804 | 5,395 | ||
Office furniture and equipment | |||||
Property and equipment | |||||
Property and equipment | 773 | 773 | 764 | ||
Machinery and equipment - finance lease | |||||
Property and equipment | |||||
Property and equipment | 519 | 519 | 544 | ||
Vehicles and equipment - finance lease | |||||
Property and equipment | |||||
Property and equipment | 58 | 58 | 324 | ||
Computer equipment and software - finance lease | |||||
Property and equipment | |||||
Property and equipment | 56 | 56 | 412 | ||
Construction in progress | |||||
Property and equipment | |||||
Property and equipment | $ 40,159 | $ 40,159 | $ 19,834 |
OTHER INTANGIBLE ASSETS - Other
OTHER INTANGIBLE ASSETS - Other Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value, Definite-lived | $ 136,560 | $ 136,560 | |
Accumulated Amortization, Definite-lived | (57,496) | (49,479) | $ (57,496) |
Total | 79,064 | 87,081 | |
Gross Value, Indefinite-lived | 21,391 | 21,391 | |
Net Value, Indefinite-lived | 21,391 | 21,391 | |
Intangible Assets, Gross (Excluding Goodwill) | 157,951 | 157,951 | |
Intangible Assets, Net (Excluding Goodwill) | 100,455 | 108,472 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value, Definite-lived | 116,554 | 116,554 | |
Accumulated Amortization, Definite-lived | (45,172) | (38,371) | |
Total | $ 71,382 | 78,183 | |
Weighted average amortization period | 8 years | ||
Patents and other intellectual property | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value, Definite-lived | $ 12,772 | 12,772 | |
Accumulated Amortization, Definite-lived | (5,354) | (4,313) | |
Total | $ 7,418 | 8,459 | |
Weighted average amortization period | 5 years 8 months 12 days | ||
Other intangible assets | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value, Definite-lived | $ 7,234 | 7,234 | |
Accumulated Amortization, Definite-lived | (6,970) | (6,795) | |
Total | $ 264 | 439 | |
Weighted average amortization period | 1 year 10 months 24 days | ||
Water rights | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value, Indefinite-lived | $ 7,031 | 7,031 | |
Net Value, Indefinite-lived | $ 7,031 | 7,031 | |
Water rights | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Renewal term | 5 years | ||
Water rights | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Renewal term | 10 years | ||
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value, Indefinite-lived | $ 14,360 | 14,360 | |
Net Value, Indefinite-lived | $ 14,360 | $ 14,360 | |
Trademarks | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Renewal term | 5 years | ||
Trademarks | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Renewal term | 10 years |
OTHER INTANGIBLE ASSETS - Annua
OTHER INTANGIBLE ASSETS - Annual Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Annual amortization of intangible assets | ||
Remainder of 2022 | $ 2,648 | |
2023 | 10,594 | |
2024 | 10,525 | |
2025 | 10,362 | |
2026 | 10,274 | |
Thereafter | 34,661 | |
Total | $ 79,064 | $ 87,081 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Mar. 17, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
DEBT | ||||||
Variable interest rate (as a percent) | 5% | |||||
Unused line fee (as a percent) | 1% | |||||
Debt issuance costs | $ 2,144 | |||||
Amortization of debt issuance costs | $ 100 | $ 200 | $ 539 | $ 516 | ||
Average excess availability, less than 33% of the commitments | Base Rate Advances | ||||||
DEBT | ||||||
Variable interest rate (as a percent) | 1.25% | 1.25% | ||||
Average excess availability, less than 33% of the commitments | LIBOR | ||||||
DEBT | ||||||
Variable interest rate (as a percent) | 2.25% | 2.25% | ||||
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) | 1% | 1% | ||||
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) | 2% | 2% | ||||
Average excess availability, more than or equal to 66.67% of the commitments | Base Rate Advances | ||||||
DEBT | ||||||
Variable interest rate (as a percent) | 0.75% | 0.75% | ||||
Average excess availability, more than or equal to 66.67% of the commitments | LIBOR | ||||||
DEBT | ||||||
Variable interest rate (as a percent) | 1.75% | 1.75% | ||||
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% | |||||
Letter of credit | ||||||
DEBT | ||||||
Amount outstanding | $ 0 | $ 0 | $ 0 | |||
Revolving line of credit | ||||||
DEBT | ||||||
Maximum borrowing capacity | $ 270,000 | |||||
Revolving line of credit | Letter of credit | ||||||
DEBT | ||||||
Maximum borrowing capacity | 254,400 | 254,400 | 132,700 | |||
Senior secured credit facility | ||||||
DEBT | ||||||
Additional borrowing capacity | $ 135,000 | |||||
Percentage of borrowing base allowed | 35% | |||||
Margin (as a percent) | 2% | |||||
Reduction in borrowing capacity | 22,900 | 22,900 | 15,600 | |||
Unused portion of available borrowing | 231,500 | 231,500 | ||||
Debt issuance costs | 2,100 | |||||
Unamortized Debt issuance Costs | $ 2,200 | $ 2,200 | $ 600 | |||
Senior secured credit facility | Minimum | ||||||
DEBT | ||||||
Percentage of borrowing base allowed | 30% | |||||
Variable interest rate (as a percent) | 1.75% | 1.75% | ||||
Senior secured credit facility | Maximum | ||||||
DEBT | ||||||
Variable interest rate (as a percent) | 2.25% | 2.25% | ||||
Senior secured credit facility | Base Rate Advances | Minimum | ||||||
DEBT | ||||||
Margin (as a percent) | 0.75% | |||||
Senior secured credit facility | Base Rate Advances | Maximum | ||||||
DEBT | ||||||
Margin (as a percent) | 1.25% | |||||
Senior secured credit facility | LIBOR | ||||||
DEBT | ||||||
Margin (as a percent) | 1% | |||||
Senior secured credit facility | LIBOR | Minimum | ||||||
DEBT | ||||||
Margin (as a percent) | 1.75% | |||||
Senior secured credit facility | LIBOR | Maximum | ||||||
DEBT | ||||||
Margin (as a percent) | 2.25% | |||||
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% | |||||
Senior secured credit facility | Eligible inventory | ||||||
DEBT | ||||||
Borrowing base (as a percent) | 70% | |||||
Senior secured credit facility | Net recovery percentage | ||||||
DEBT | ||||||
Borrowing base (as a percent) | 85% | |||||
Senior secured credit facility | Criteria for distributions, scenario one | ||||||
DEBT | ||||||
Lookback period | 30 days | |||||
Percentage outstanding | 25% | |||||
Base amount | $ 33,750 | |||||
Senior secured credit facility | Criteria for distributions, scenario two | ||||||
DEBT | ||||||
Lookback period | 30 days | |||||
Percentage outstanding | 20% | |||||
Base amount | $ 27,000 | |||||
Fixed charge coverage ratio | 1% | |||||
Senior secured credit facility | Coverage Ratio Criteria | ||||||
DEBT | ||||||
Lookback period | 60 days | |||||
Percentage outstanding | 10% | |||||
Base amount | $ 15,000 | |||||
Fixed charge coverage ratio | 1% | |||||
Senior secured credit facility | Letter of credit | ||||||
DEBT | ||||||
Maximum borrowing capacity | $ 40,000 | |||||
Senior secured credit facility | Swingline loan | ||||||
DEBT | ||||||
Maximum borrowing capacity | $ 27,000 |
EQUITY-BASED COMPENSATION (Deta
EQUITY-BASED COMPENSATION (Details) - shares | 9 Months Ended | |||
Dec. 20, 2016 | Sep. 30, 2022 | May 08, 2020 | Nov. 01, 2017 | |
Class A-1 Common Stock | Private Placement | ||||
EQUITY-BASED COMPENSATION | ||||
Shares issued | 16,100,000 | |||
2016 plan | ||||
EQUITY-BASED COMPENSATION | ||||
Maximum number of shares | 13,300,000 | |||
Number of shares available for grant | 2,900,000 | |||
2016 plan | Maximum | ||||
EQUITY-BASED COMPENSATION | ||||
Equity options term | 10 years | |||
Second Amendment to the 2016 Plan | Class A Common Stock | ||||
EQUITY-BASED COMPENSATION | ||||
Maximum number of shares | 4,000,000 |
EQUITY-BASED COMPENSATION - Equ
EQUITY-BASED COMPENSATION - Equity Options Changed During Period (Details) - Equity options - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Equity Options | ||
Beginning balance (in shares) | 2,074,216 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (70,000) | |
Forfeited (in shares) | (9,411) | |
Expired (in shares) | (316,878) | |
Ending balance (in shares) | 1,677,927 | 2,074,216 |
Ending balance, exercisable (in shares) | 1,677,927 | |
Weighted-average Exercise Price | ||
Beginning balance (in dollars per share) | $ 16.89 | |
Exercised (in dollars per share) | 8.70 | |
Forfeited (in dollars per share) | 20 | |
Expired (in dollars per share) | 17.41 | |
Ending balance (in dollars per share) | 17.12 | $ 16.89 |
Ending balance, exercisable | $ 17.12 | |
Weighted-average Remaining Contractual Term (Years) | ||
Outstanding | 4 years 4 months 24 days | 4 years 4 months 24 days |
Ending balance, exercisable | 4 years 4 months 24 days |
EQUITY-BASED COMPENSATION - E_2
EQUITY-BASED COMPENSATION - Equity Options (Details) - Equity options - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | $ 0 | $ 0 | $ 0 | |
Class A Common Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share Price | $ 6.97 | $ 6.97 | $ 6.23 |
EQUITY-BASED COMPENSATION - Res
EQUITY-BASED COMPENSATION - Restricted stock (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
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 | $ 3.7 | $ 2.4 | $ 10.3 | $ 5.4 |
Unrecognized compensation expense | $ 20.4 | $ 20.4 | ||
Weighted-average remaining life | 1 year 8 months 12 days | |||
Restricted stock | ||||
Beginning balance (in shares) | 3,144,513 | |||
Granted (in shares) | 2,529,231 | |||
Vested (in shares) | (1,534,748) | |||
Forfeited (in shares) | (87,242) | |||
Ending balance (in shares) | 4,051,754 | 4,051,754 | ||
Grant Date Fair Value | ||||
Beginning balance (in dollars per share) | $ 6.35 | |||
Granted (in dollars per share) | 8.14 | |||
Vested (in dollars per share) | 6.91 | |||
Forfeited (in dollars per share) | 7.26 | |||
Ending balance (in dollars per share) | $ 7.24 | $ 7.24 |
EQUITY-BASED COMPENSATION - Per
EQUITY-BASED COMPENSATION - Performance share units (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) item | Sep. 30, 2021 USD ($) item | Sep. 30, 2020 USD ($) item | |
Performance share units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of times shares issued for each performance share settlement | item | 1 | 1 | 1 | ||
Grant date fair value of PSUs | $ 5 | $ 4.4 | $ 4.4 | ||
Compensation expense | $ 0.1 | $ (0.1) | 0.7 | $ 0.8 | |
Unrecognized compensation expense | $ 4.5 | $ 4.5 | |||
Weighted-average remaining life | 1 year 10 months 24 days | ||||
Performance share units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Target PSUs that can be earned | 0% | ||||
Performance share units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Target PSUs that can be earned | 1.75% | ||||
Peer Group Outside of Top 10 | Performance share units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Target Amount Earned | 0% | ||||
Peer Group Top 10 | Performance share units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Target Amount Earned | 50% | ||||
Peer Group Top 7 | Performance share units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Target Amount Earned | 100% | ||||
Peer Group Top 3 | Performance share units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Target Amount Earned | 175% | ||||
Adjusted FCF Performance Percentage Less than 70% | Performance share units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Target Amount Earned | 0% | ||||
Adjusted FCF Performance Percentage 70% | Performance share units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Target Amount Earned | 50% | ||||
Adjusted FCF Performance Percentage 100% | Performance share units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Target Amount Earned | 100% | ||||
Adjusted FCF Performance Percentage 130% | Performance share units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Target Amount Earned | 175% | ||||
Return On Assets 5% | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Percentage of Target PSUs that can be earned | 5% | 5% | |||
Percentage of Target Amount Earned | 5% | ||||
Adjusted EBITDA Threshold Met | Performance share units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 100% |
EQUITY-BASED COMPENSATION - P_2
EQUITY-BASED COMPENSATION - Performance share units outstanding (Details) - Performance share units | 9 Months Ended |
Sep. 30, 2022 shares | |
Performance share units | |
Beginning balance (in shares) | 2,205,604 |
Target shares granted | 665,992 |
Target shares forfeited | (872,956) |
Ending balance (in shares) | 1,998,640 |
EQUITY-BASED COMPENSATION - Emp
EQUITY-BASED COMPENSATION - Employee Stock Purchase Plan (ESPP) (Details) - ESPP | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Offering period | 4 years |
Issue price (percentage) | 95% |
Maximum annual employees contribution | $ 15,000 |
Cash received for shares issued | $ 35,000 |
Shares issued | shares | 4,681 |
Minimum | |
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) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Decrease in paid-in capital | $ 271,000 | $ 20,575,000 | $ 1,206,000 |
2016 plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares repurchased with employee minimum tax withholding requirements | 40,060 | 496,998 | 199,976 |
Decrease in paid-in capital | $ 300,000 | $ 20,500,000 | |
Class A Common Stock | 2016 plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares repurchased in open market | 2,297,985 | ||
Decrease in Class A common stock | $ 28,000 | ||
Class A Common Stock | 2016 plan | Maximum | |||
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
FAIR VALUE MEASUREMENT | ||
Transfers into or out of all levels of the fair value hierarchy | $ 0 | $ 0 |
FAIR VALUE MEASUREMENT - Nonmon
FAIR VALUE MEASUREMENT - Nonmonetary transaction (Details) - Other Nonoperating Income (Expense) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Unrealized gains/(losses) | $ (0.2) | $ (1.4) | |
Realized gain/(loss) on expiration of securities | $ (0.1) |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
RELATED PARTY TRANSACTIONS | ||||
Sales to related parties | $ 0.5 | $ 0.2 | $ 1.6 | $ 0.8 |
Purchases from related party vendors | $ 3.3 | 1.5 | $ 8.8 | 5 |
Minimum | Related Parties | ||||
RELATED PARTY TRANSACTIONS | ||||
Beneficial ownership (as a percent) | 5% | 5% | ||
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 | 0.2 | |||
Property and equipment, inventory and consumables | ||||
RELATED PARTY TRANSACTIONS | ||||
Purchases from related party vendors | $ 0.1 | $ 0.4 | ||
Rent of certain equipment or other services | ||||
RELATED PARTY TRANSACTIONS | ||||
Purchases from related party vendors | 2.9 | 1.7 | 7.4 | 4.1 |
Management, consulting and other services | ||||
RELATED PARTY TRANSACTIONS | ||||
Purchases from related party vendors | $ 0.3 | $ 0.2 | $ 1 | $ 0.7 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
INCOME TAXES | ||||
Current income tax expense (benefit) | $ 284 | $ 63 | $ 729 | $ (122) |
Deferred income tax benefit | (8) | (95) | (57) | (89) |
Total income tax expense (benefit) | $ 276 | $ (32) | $ 672 | $ (211) |
Effective Tax Rate (as percent) | 1.10% | 0.20% | 1.40% | 0.30% |
Statutory tax rate (as a percent) | 21% |
NONCONTROLLING INTERESTS (Detai
NONCONTROLLING INTERESTS (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
NONCONTROLLING INTERESTS | ||
Noncontrolling interests attributable to joint ventures formed for water-related services | $ 1,012 | $ 1,091 |
Noncontrolling interests attributable to holders of Class B Common Stock | 109,027 | 101,987 |
Total noncontrolling interests | $ 110,039 | $ 103,078 |
NONCONTROLLING INTERESTS - Effe
NONCONTROLLING INTERESTS - Effect of Changes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Effects of changes in noncontrolling interests on equity | ||||
Net income (loss) attributable to Select Energy Services, Inc. | $ 21,324 | $ (12,044) | $ 40,629 | $ (51,718) |
Transfers from (to) noncontrolling interests: | ||||
Noncontrolling interest in subsidiary | 1,074 | |||
(Decrease) increase in additional paid-in capital as a result of issuing shares for business combinations | (1,356) | 359 | ||
Decrease in additional paid-in capital as a result of stock option exercises | (24) | |||
Increase in additional paid-in capital as a result of restricted stock issuance, net of forfeitures | 2,166 | 1,850 | ||
Increase (decrease) in additional paid-in capital as a result of the repurchase of SES Holdings LLC Units | 438 | (19) | ||
(Decrease) increase in additional paid-in capital as a result of the Employee Stock Purchase Plan shares issued | (1) | 1 | ||
Change to equity from net income (loss) attributable to Select Energy Services, Inc. and transfers from noncontrolling interests | $ 41,852 | (49,527) | ||
SES Holdings LLC [Member] | ||||
Transfers from (to) noncontrolling interests: | ||||
Noncontrolling interest in subsidiary | $ 900 |
INCOME (LOSS) PER SHARE (Detail
INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Calculation of basic and diluted earnings per share: | ||||
Net income (loss) | $ 24,717 | $ (14,204) | $ 47,283 | $ (61,240) |
Net income (loss) attributable to noncontrolling interests | (3,393) | 2,160 | (6,654) | 9,522 |
Net income (loss) attributable to Select Energy Services, Inc. | 21,324 | (12,044) | 40,629 | (51,718) |
Add: Reallocation of net income (loss) attributable to noncontrolling interests for the dilutive effect of restricted stock | 30 | 62 | ||
Add: Reallocation of net income (loss) attributable to noncontrolling interests for the dilutive effect of performance units | 20 | 33 | ||
Net income (loss) attributable to Select Energy Services, Inc. - diluted | $ 21,374 | $ (12,044) | $ 40,724 | $ (51,718) |
Class A Common Stock | ||||
Calculation of basic and diluted earnings per share: | ||||
Antidilutive shares | 1,677,927 | 2,105,965 | 1,677,927 | 2,105,965 |
Net income (loss) attributable to Select Energy Services, Inc. | $ 21,324 | $ (12,044) | $ 40,629 | $ (51,718) |
Add: Reallocation of net income (loss) attributable to noncontrolling interests for the dilutive effect of restricted stock | 30 | 62 | ||
Add: Reallocation of net income (loss) attributable to noncontrolling interests for the dilutive effect of performance units | 20 | 33 | ||
Net income (loss) attributable to Select Energy Services, Inc. - diluted | $ 21,374 | $ (12,044) | $ 40,724 | $ (51,718) |
Weighted-average shares of common stock outstanding - basic | 94,014,963 | 88,596,736 | 93,231,711 | 86,290,886 |
Weighted-average shares of common stock outstanding - diluted | 95,520,365 | 88,596,736 | 94,714,659 | 86,290,886 |
Income (loss) per share, Basic (in dollars per share) | $ 0.23 | $ (0.14) | $ 0.44 | $ (0.60) |
Income (loss) per share, Diluted (in dollars per share) | $ 0.22 | $ (0.14) | $ 0.43 | $ (0.60) |
Class A Common Stock | Restricted Stock | ||||
Calculation of basic and diluted earnings per share: | ||||
Dilutive effect | 893,562 | 973,378 | ||
Class A Common Stock | Performance share units | ||||
Calculation of basic and diluted earnings per share: | ||||
Dilutive effect | 611,763 | 509,336 | ||
Class A Common Stock | ESPP | ||||
Calculation of basic and diluted earnings per share: | ||||
Dilutive effect | 77 | 234 | ||
Class B Common Stock | ||||
Calculation of basic and diluted earnings per share: | ||||
Weighted-average shares of common stock outstanding - basic | 16,221,101 | 16,221,101 | 16,221,101 | 16,221,101 |
Weighted-average shares of common stock outstanding - diluted | 16,221,101 | 16,221,101 | 16,221,101 | 16,221,101 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
SEGMENT INFORMATION | ||||
Number of reportable segments | segment | 3 | |||
Segment information | ||||
Revenue | $ 375,072 | $ 204,633 | $ 1,005,744 | $ 509,492 |
(Loss) Income before taxes | 25,211 | (14,107) | 48,531 | (61,322) |
Depreciation and Amortization | 27,215 | 23,466 | 84,061 | 67,407 |
Capital Expenditures | 19,521 | 18,869 | 58,591 | 32,625 |
Income (loss) from operations | 28,432 | (13,775) | 32,420 | (57,192) |
Bargain purchase gain | (3,273) | 13,768 | ||
Other income (expense), net | 1,153 | (222) | 2,277 | (956) |
Operating segment | Water Services | ||||
Segment information | ||||
Revenue | 222,108 | 113,564 | 583,955 | 257,511 |
(Loss) Income before taxes | 23,892 | (1,622) | 40,772 | (24,834) |
Depreciation and Amortization | 16,926 | 13,698 | 47,857 | 39,091 |
Capital Expenditures | 7,318 | 7,847 | 21,309 | 10,820 |
Operating segment | Water Infrastructure | ||||
Segment information | ||||
Revenue | 76,047 | 36,787 | 196,970 | 107,922 |
(Loss) Income before taxes | 11,193 | (544) | 17,070 | 228 |
Depreciation and Amortization | 7,471 | 6,860 | 27,341 | 19,561 |
Capital Expenditures | 10,555 | 8,578 | 32,234 | 18,160 |
Operating segment | Oilfield Chemicals | ||||
Segment information | ||||
Revenue | 79,705 | 55,538 | 232,120 | 148,817 |
(Loss) Income before taxes | 8,657 | (39) | 18,027 | (291) |
Depreciation and Amortization | 2,275 | 2,346 | 7,228 | 6,920 |
Capital Expenditures | 1,121 | 2,066 | 2,017 | 3,266 |
Operating segment | Other. | ||||
Segment information | ||||
(Loss) Income before taxes | (3) | (2) | (111) | (18) |
Elimination | ||||
Segment information | ||||
Revenue | (2,788) | (1,256) | (7,301) | (4,758) |
Corporate | ||||
Segment information | ||||
(Loss) Income before taxes | (15,307) | (11,568) | (43,338) | (32,277) |
Depreciation and Amortization | 543 | 562 | 1,635 | 1,835 |
Capital Expenditures | 527 | 378 | 3,031 | 379 |
Material reconciling items | ||||
Segment information | ||||
Income (loss) from operations | 43,739 | (2,207) | 75,758 | (24,915) |
Interest expense, net | (616) | (419) | (1,830) | (1,254) |
Other income (expense), net | $ 668 | $ 87 | $ 4,173 | $ (2,876) |
SEGMENT INFORMATION - Total Ass
SEGMENT INFORMATION - Total Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Assets | $ 1,072,401 | $ 950,192 |
Operating segment | Water Services | ||
Segment Reporting Information [Line Items] | ||
Assets | 565,747 | 533,071 |
Operating segment | Water Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Assets | 306,105 | 229,803 |
Operating segment | Oilfield Chemicals | ||
Segment Reporting Information [Line Items] | ||
Assets | 189,933 | 180,732 |
Operating segment | Other. | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 10,616 | $ 6,586 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions | Nov. 01, 2022 | Oct. 27, 2022 |
Breakwater Energy Services, LLC | ||
Subsequent Events | ||
Cash payment of acquiree's debt | $ 12.6 | |
Class A Common Stock | ||
Subsequent Events | ||
Cash Dividend declared per share | $ 0.05 | |
Class A Common Stock | Breakwater Energy Services, LLC | ||
Subsequent Events | ||
Number of shares issued in acquisition | 9,200,000 | |
Class A Common Stock | Cypress Environmental Solutions, LLC | ||
Subsequent Events | ||
Number of shares issued in acquisition | 950,000 | |
Class B Common Stock | SES Holdings, LLC | ||
Subsequent Events | ||
Cash Dividend declared per share | $ 0.05 |