ACQUISITIONS | NOTE 3—ACQUISITIONS The following table presents key information connected with our 2023, 2022 and 2021 acquisitions (dollars in thousands, except share amounts): Assets and Operations Acquired Acquisition Date Shares Issued Cash Consideration Acquisition related costs for Asset Acquisition Contingent Consideration Value of Shares Issued Total Consideration Segments Four Smaller Asset Acquisitions Multiple 2023 Dates — 7,293 - — — 7,293 Water Infrastructure Asset Acquisition April 3, 2023 — 4,000 - — — 4,000 Water Services Asset Acquisition January 31, 2023 — 6,250 150 — — 6,400 Water Infrastructure Asset Acquisition December 2, 2022 — 6,000 100 — — 6,100 Water Infrastructure Noncontrolling Interests in Big Spring Recycling System December 2, 2022 910,612 22,000 — — 7,313 29,313 Water Infrastructure Breakwater November 1, 2022 9,181,144 16,701 — — 88,188 104,889 Water Services & Water Infrastructure Cypress November 1, 2022 952,753 — — — 9,194 9,194 Water Infrastructure 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 UltRecovery August 2, 2021 — 2,500 — 1,058 — 3,558 Chemical Technologies Complete July 9, 2021 3,600,000 14,356 — — 20,304 34,660 Water Services & Water Infrastructure Total 20,961,800 $ 98,104 $ 250 $ 1,058 $ 172,672 $ 272,084 2023 Asset Acquisitions During the year ended December 31, 2023, Select acquired certain assets, revenue-producing contracts and associated liabilities, primarily in the Permian Basin, from multiple entities for $17.7 million inclusive of $0.2 million of acquisition-related costs. The allocation of the purchase price for these assets was a combined $15.9 million in property and equipment, $1.0 million in water inventory, $1.9 million in customer relationships and $1.1 million in asset retirement obligations and other liabilities. Many of the assets acquired are adjacent to the Company’s Big Spring Recycling System (“BSRS”), with connectivity into BSRS providing future revenue and cost synergies. Breakwater Acquisition On November 1, 2022, the Company completed the acquisition of Breakwater Energy Services, LLC. (“Breakwater”) in a stock-for-stock transaction for total consideration of $105.3 million based on the closing price of the Company’s shares of Class A common stock on October 31, 2022 (the “Breakwater Acquisition”). The consideration transferred consisted of 9,181,144 shares of Class A common stock, $10.5 million of debt that was paid off at closing as part of consideration exchanged, $3.8 million in change-of-control payments and $2.4 million in seller transaction costs. The acquisition strengthened Select’s geographic footprint with a unique set of water logistics and infrastructure assets, particularly in the Permian region. The Breakwater 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 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, intangible assets, current assets, current liabilities and long-term liabilities were finalized as of September 30, 2023. The total consideration paid exceeded the fair value of the net assets acquired by $4.7 million, with the excess recorded as goodwill. The goodwill recognized was driven primarily by the ability to connect Breakwater’s infrastructure with the Company’s infrastructure and expand revenue-producing capabilities and market share. The acquired goodwill is deductible for tax purposes. The assets acquired and liabilities assumed are included in the Company’s Water Services and Water Infrastructure segments. The Company incurred $2.1 million and $2.9 million of transaction-related costs related to this acquisition during the year ended December 31, 2023, and during the year ended December 31, 2022, 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 as of the date of acquisition: Purchase price allocation As Reported as of December 31, 2022 Current Year Adjustment Amount Consideration transferred (in thousands) Class A common stock (9,181,144 shares) (1) $ 88,598 $ (410) $ 88,188 Cash paid 16,701 — 16,701 Total consideration transferred 105,299 (410) 104,889 Less: identifiable assets acquired and liabilities assumed Working capital 22,633 (189) 22,444 Property and equipment 78,912 (9,406) 69,506 Right-of-use assets 180 — 180 Customer relationships 35,558 4,502 40,060 Other long-term assets 120 — 120 Long-term debt (1,979) — (1,979) Long-term lease liabilities (125) — (125) Noncontrolling interest (2) (30,000) — (30,000) Total identifiable net assets acquired 105,299 (5,093) 100,206 Goodwill — 4,683 4,683 Fair value allocated to net assets acquired $ 105,299 $ (410) $ 104,889 (1) During the year ended December 31, 2023, the parties agreed that 46,888 shares of Class A common stock would be returned to Select related to working capital adjustments. These shares were cancelled in 2023. (2) The noncontrolling interests acquired on November 1, 2022 were subsequently purchased on December 2, 2022, thereby giving the Company 100% ownership of BSRS. Big Spring Recycling System Noncontrolling Interests In connection with Select’s acquisition of Breakwater on November 1, 2022, Select acquired all noncontrolling interests in the Big Spring Recycling System (“BSRS”) on December 2, 2022. BSRS includes significant pipeline, storage, recycling and disposal infrastructure assets in the Midland Basin. The consideration paid included $7.3 million based on the closing price of the Company’s shares of Class A common stock on December 1, 2022, and $22.0 million in cash for total consideration of $29.3 million. The consideration transferred included 910,612 shares of Class A common stock. This equity transaction enabled Select to simplify the BSRS operations and decision-making processes and provided potential revenue and cost synergies. This transaction was accounted for primarily as a reduction of noncontrolling interests. 2022 Asset Acquisition On December 2, 2022, Select acquired certain assets and revenue-producing contracts in the Midland Basin from an entity for $6.1 million inclusive of $0.1 million of acquisition-related costs. The asset acquisition allocation was $3.9 million in property and equipment and $2.2 million in customer relationships. Many of the assets acquired are adjacent to the BSRS, with connectivity into the BSRS providing future revenue and cost synergies. Cypress Acquisition On November 1, 2022, the Company completed the acquisition of certain saltwater disposal assets from Cypress Environmental Solutions, LLC (“Cypress”) for total consideration of $9.2 million based on the closing price of the Company’s shares of Class A common stock on October 31, 2022 (the “Cypress Acquisition”). The consideration transferred consisted of 952,753 shares of Class A common stock. The acquired Cypress operations consist of eight saltwater disposal facilities with daily permitted capacity of 85,000 barrels per day across North Dakota. The acquisition strengthened Select’s geographic footprint with a portfolio of strategic wastewater disposal facilities in the Bakken region, with the majority of Cypress’s volumes being delivered through high volume contracted gathering pipeline infrastructure. The Cypress 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 March 31, 2023. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment. The Company incurred less than $0.1 million and $0.5 million of transaction-related costs related to this acquisition during the year ended December 31, 2023, and during the year ended December 31, 2022, 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 as of the date of acquisition: Purchase price allocation Amount Consideration transferred (in thousands) Class A common stock (952,753 shares) $ 9,194 Total consideration transferred 9,194 Less: identifiable assets acquired and liabilities assumed Working capital (42) Property and equipment 8,192 Customer relationships 3,894 Long-term ARO (2,850) Total identifiable net assets acquired 9,194 Fair value allocated to net assets acquired $ 9,194 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”). The 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 resulted in a bargain purchase gain, 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 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 December 31, 2022. The Nuverra debt, including accrued interest, totaled $18.8 million, and was repaid during the year ended December 31, 2022, 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 $0.7 million, $4.1 million and $1.0 million of transaction-related costs related to this acquisition during the years ended December 31, 2023, 2022 and 2021, 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 less than $0.1 million is included in accrued salaries and benefits as of December 31, 2022. The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed as of the date of acquisition: Purchase price allocation Amount Consideration transferred (in thousands) Class A common stock (4,203,323 shares) $ 35,854 Total consideration transferred 35,854 Less: identifiable assets acquired and liabilities assumed Working capital 6,893 Property and equipment 65,780 Right-of-use assets 2,931 Other long-term assets 100 Long-term debt (18,780) Long-term ARO (12,980) Other long-term liabilities (1,439) Total identifiable net assets acquired 42,505 Bargain Purchase Gain (6,651) Fair value allocated to net assets acquired, net of bargain purchase gain $ 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”). The 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, $0.1 million and less than $0.1 million of transaction-related costs related to this acquisition during the years ended December 31, 2023, 2022, and 2021, 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 as of the date of acquisition: Purchase price allocation Amount Consideration transferred (in thousands) Class A common stock (1,211,375 shares) $ 7,135 Cash paid 1,526 Final working capital settlement 1,084 Total consideration transferred 9,745 Less: identifiable assets acquired and liabilities assumed Working capital 909 Property and equipment 15,020 Right-of-use assets 1,316 Long-term lease liabilities (835) Total identifiable net assets acquired 16,410 Bargain Purchase Gain (6,665) Fair value allocated to net assets acquired, net of bargain purchase gain $ 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”). The 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 were 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 $0.2 million, $0.7 million and $2.2 million of transaction-related costs related to this acquisition during the years ended December 31, 2023, 2022 and 2021, 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 as of the date of acquisition: Purchase price allocation Amount Consideration transferred (in thousands) Class A common stock (902,593 shares) $ 4,684 Cash paid 16,394 Total consideration transferred 21,078 Less: identifiable assets acquired and liabilities assumed Working capital (469) Property and equipment 47,330 Right-of-use assets 309 Long-term ARO (15,810) Long-term lease liabilities (271) Total identifiable net assets acquired 31,089 Bargain Purchase Gain (10,011) Fair value allocated to net assets acquired, net of bargain purchase gain $ 21,078 UltRecovery Acquisition On August 2, 2021, the Company acquired substantially all of the assets of UltRecovery Corporation (“UltRecovery”), a provider of sustainable production enhancement applications focused on existing conventional and unconventional oil and gas wells (the “UltRecovery Acquisition”). The Company paid consideration of $2.5 million at closing, and the selling shareholders had the opportunity to earn contingent consideration in the form of an earn-out. The maximum earn-out was $1.6 million, dependent on revenue generated in the first and second 12-month periods following the acquisition, beginning on October 1, 2021. The second 12-month period concluded during 2023 and no earn-out was realized. The estimated liability of the earn-out was zero and $1.1 million as of the years ended December 31, 2022 and December 31, 2021. This acquisition expanded our chemical solution offerings through a patented platform of sustainable novel biotechnologies designed to uplift production decline curves and increase recoverable reserves. The UltRecovery Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired, management made estimates, judgments and assumptions. These estimates, judgments and assumptions and valuation of the inventory, property and equipment and intellectual property acquired were finalized as of December 31, 2021. The assets acquired are included in the Company’s Chemical Technologies segment. The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired as of the date of acquisition: Purchase price allocation Amount Consideration transferred and estimated earn-out liability (in thousands) Cash paid $ 2,500 Estimated earn-out liability assumed 1,058 Total purchase price 3,558 Less: identifiable assets acquired Inventory 13 Property and equipment 514 Patents and other intellectual property 3,031 Total identifiable net assets acquired 3,558 Fair value allocated to net assets acquired $ 3,558 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. The 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 $0.5 million, $0.4 million and $1.2 million of transaction-related costs related to this acquisition during the years ended December 31, 2023, 2022 and 2021, 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 as of the date of acquisition: Purchase price allocation Amount Consideration transferred (in thousands) Class A common stock (3,600,000 shares) $ 20,304 Cash paid 14,356 Total consideration transferred 34,660 Less: identifiable assets acquired and liabilities assumed Working capital 15,583 Property and equipment 36,560 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 43,670 Bargain Purchase Gain (9,010) Fair value allocated to net assets acquired, net of bargain purchase gain $ 34,660 |