Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 29, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-38066 | |
Entity Registrant Name | SELECT WATER SOLUTIONS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-4561945 | |
Entity Address, Postal Zip Code | 77027 | |
Entity Address, Address Line One | 1233 W. Loop South, Suite 1400 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
City Area Code | 713 | |
Local Phone Number | 235-9500 | |
Title of 12(b) Security | Class A common stock, par value $0.01 per share | |
Trading Symbol | WTTR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001693256 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A common stock | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 102,694,571 | |
Class B common stock | ||
Document and Entity Information | ||
Entity Common Stock, Shares Outstanding | 16,221,101 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 12,753 | $ 57,083 |
Inventories | 37,636 | 38,653 |
Prepaid expenses and other current assets | 37,886 | 35,541 |
Total current assets | 411,718 | 454,059 |
Property and equipment | 1,242,133 | 1,144,989 |
Accumulated depreciation | (650,952) | (627,408) |
Total property and equipment, net | 591,181 | 517,581 |
Right-of-use assets, net | 42,931 | 39,504 |
Goodwill | 31,202 | 4,683 |
Other intangible assets, net | 127,649 | 116,189 |
Deferred tax assets, net | 60,489 | 61,617 |
Other long-term assets, net | 26,137 | 24,557 |
Total assets | 1,291,307 | 1,218,190 |
Current liabilities | ||
Accounts payable | 54,389 | 42,582 |
Accrued accounts payable | 62,833 | 66,182 |
Accrued salaries and benefits | 17,692 | 28,401 |
Accrued insurance | 17,227 | 19,720 |
Sales tax payable | 2,973 | 1,397 |
Current protopn of tax receivable agreements liabilities | 469 | 469 |
Accrued expenses and other current liabilities | 35,800 | 33,511 |
Current operating lease liabilities | 16,241 | 15,005 |
Current portion of finance lease obligations | 196 | 194 |
Total current liabilities | 212,047 | 211,547 |
Long-term tax receivable agreements liabilities | 37,718 | 37,718 |
Long-term operating lease liabilities | 39,667 | 37,799 |
Long-term debt | 75,000 | |
Other long-term liabilities | 38,554 | 38,954 |
Total liabilities | 402,986 | 326,018 |
Commitments and contingencies (Note 9) | ||
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued and outstanding as of March 31, 2024 and December 31, 2023 | ||
Additional paid-in capital | 1,001,967 | 1,008,095 |
Accumulated deficit | (233,166) | (236,791) |
Total stockholders' equity | 769,990 | 772,488 |
Noncontrolling interests | 118,331 | 119,684 |
Total equity | 888,321 | 892,172 |
Total liabilities and equity | 1,291,307 | 1,218,190 |
Nonrelated Party | ||
Current assets | ||
Accounts receivable | 323,113 | 322,611 |
Related Party | ||
Current assets | ||
Accounts receivable | 330 | 171 |
Current liabilities | ||
Accounts payable and accrued expenses, related parties | 4,227 | 4,086 |
Class A common stock | ||
Current liabilities | ||
Common stock | 1,027 | 1,022 |
Class B common stock | ||
Current liabilities | ||
Common stock | $ 162 | $ 162 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Allowance for doubtful accounts | $ 5,259 | $ 5,318 |
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 | 102,705,260 | 102,172,863 |
Common Stock, Shares, Outstanding | 102,705,260 | 102,172,863 |
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
Total revenue | $ 366,548 | $ 416,592 |
Costs of revenue | ||
Depreciation, amortization and accretion | 36,892 | 32,943 |
Total costs of revenue | 313,871 | 356,927 |
Gross profit | 52,677 | 59,665 |
Operating expenses | ||
Selling, general and administrative | 43,980 | 35,829 |
Depreciation and amortization | 1,258 | 595 |
Impairments and abandonments | 45 | 11,166 |
Lease abandonment costs | 389 | 76 |
Total operating expenses | 45,672 | 47,666 |
Income from operations | 7,005 | 11,999 |
Other income (expense) | ||
(Loss) gain on sales of property and equipment and divestitures, net | 325 | 2,911 |
Interest expense, net | (1,272) | (1,483) |
Other | (282) | 842 |
Income before income tax expense | 5,776 | 14,269 |
Income tax expense | (1,452) | (198) |
Equity in losses of unconsolidated entities | (449) | (366) |
Net income | 3,875 | 13,705 |
Less: net income attributable to noncontrolling interests | (250) | (1,358) |
Net income attributable to Select Water Solutions, Inc.-basic | 3,625 | 12,347 |
Water Services | ||
Revenue | ||
Total revenue | 228,307 | 274,678 |
Costs of revenue | ||
Costs of revenue | 181,532 | 219,942 |
Water Infrastructure | ||
Revenue | ||
Total revenue | 63,508 | 55,466 |
Costs of revenue | ||
Costs of revenue | 33,692 | 34,333 |
Chemical Technologies | ||
Revenue | ||
Total revenue | 74,733 | 86,448 |
Costs of revenue | ||
Costs of revenue | 61,755 | 69,709 |
Class A common stock | ||
Other income (expense) | ||
Net income attributable to Select Water Solutions, Inc.-basic | $ 3,625 | $ 12,347 |
Net income per share attributable to common stockholders (Note 15): | ||
Basic | $ 0.04 | $ 0.12 |
Diluted | $ 0.04 | $ 0.12 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net income | $ 3,875 | $ 13,705 |
Comprehensive income | 3,875 | 13,705 |
Less: comprehensive income attributable to noncontrolling interests | (250) | (1,358) |
Comprehensive income attributable to Select Water Solutions, Inc. | $ 3,625 | $ 12,347 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Class A common stock Total Stockholders' Equity | Class A common stock Common Stock | Class A common stock Additional Paid-In Capital | Class A common stock | Unvested restricted stock Total Stockholders' Equity | Unvested restricted stock Additional Paid-In Capital | Unvested restricted stock | Class B common stock Common Stock | Class B common stock Noncontrolling Interests. | Class B common stock | Total Stockholders' Equity | Additional Paid-In Capital | Accumulated Deficit. | Noncontrolling Interests. | Total |
Beginning balance at Dec. 31, 2022 | $ 1,094 | $ 162 | $ 765,977 | $ 1,075,915 | $ (311,194) | $ 117,751 | $ 883,728 | ||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 109,389,528 | 16,221,101 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Equity-based compensation | 2,581 | 2,581 | 383 | 2,964 | |||||||||||
Issuance of restricted shares | $ 13 | 1,168 | 1,155 | (1,168) | |||||||||||
Issuance of restricted shares (in shares) | 1,275,859 | ||||||||||||||
Repurchase of common stock | $ (17) | (11,036) | (11,019) | 101 | (10,935) | ||||||||||
Repurchase of common stock ( in shares) | (1,657,203) | ||||||||||||||
Restricted shares forfeited | (25) | (25) | 25 | ||||||||||||
Restricted shares forfeited (in shares) | (26,861) | ||||||||||||||
Contributions from noncontrolling interests | 153 | 153 | |||||||||||||
NCI income tax adjustment | 11 | 11 | (11) | ||||||||||||
Dividend and distribution declared | $ (5,258) | $ (5,258) | $ (5,258) | $ (211) | $ (211) | $ (211) | $ (811) | $ (811) | |||||||
Net income (loss) | 12,347 | 12,347 | 1,358 | 13,705 | |||||||||||
Ending balance at Mar. 31, 2023 | $ 1,090 | $ 162 | 765,554 | 1,063,149 | (298,847) | 117,781 | 883,335 | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 108,981,323 | 16,221,101 | |||||||||||||
Beginning balance at Dec. 31, 2023 | $ 1,022 | $ 162 | 772,488 | 1,008,095 | (236,791) | 119,684 | 892,172 | ||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 102,172,863 | 16,221,101 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Equity-based compensation | 5,490 | 5,490 | 869 | 6,359 | |||||||||||
Issuance of restricted shares | $ 11 | 1,147 | 1,136 | (1,147) | |||||||||||
Issuance of restricted shares (in shares) | 1,118,836 | ||||||||||||||
Repurchase of common stock | $ (8) | (6,893) | (6,885) | (103) | (6,996) | ||||||||||
Repurchase of common stock ( in shares) | (830,337) | ||||||||||||||
Restricted shares forfeited | $ (1) | (62) | (61) | 62 | |||||||||||
Restricted shares forfeited (in shares) | (60,019) | ||||||||||||||
Performance shares vested | $ 3 | 311 | 308 | (311) | |||||||||||
Performance shares vested (in shares) | 303,917 | ||||||||||||||
Dividend and distribution declared | $ (5,931) | $ (5,931) | $ (5,931) | $ (185) | $ (185) | $ (185) | $ (973) | $ (973) | |||||||
Net income (loss) | 3,625 | 3,625 | 250 | 3,875 | |||||||||||
Ending balance at Mar. 31, 2024 | $ 1,027 | $ 162 | $ 769,990 | $ 1,001,967 | $ (233,166) | $ 118,331 | $ 888,321 | ||||||||
Ending balance (in shares) at Mar. 31, 2024 | 102,705,260 | 16,221,101 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | Mar. 31, 2024 | Mar. 31, 2023 |
Class A common stock | ||
Dividends, per share | $ 0.06 | $ 0.05 |
Unvested restricted stock | ||
Dividends, per share | 0.06 | 0.05 |
Class B common stock | ||
Dividends, per share | $ 0.06 | $ 0.05 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net income | $ 3,875 | $ 13,705 |
Adjustments to reconcile net income to net cash used in operating activities | ||
Depreciation, amortization and accretion | 38,150 | 33,538 |
Deferred tax expense (benefit) | 1,129 | (6) |
Gain on disposal of property and equipment and divestitures | (325) | (2,911) |
Equity in losses of unconsolidated entities | 449 | 366 |
Bad debt expense | 596 | 1,975 |
Amortization of debt issuance costs | 122 | 122 |
Inventory adjustments | (33) | 75 |
Equity-based compensation | 6,359 | 2,964 |
Impairments and abandonments | 45 | 11,166 |
Other operating items, net | 312 | (218) |
Changes in operating assets and liabilities | ||
Accounts receivable | 128 | (64,922) |
Prepaid expenses and other assets | (2,180) | (5,431) |
Accounts payable and accrued liabilities | (16,498) | (8,439) |
Net cash provided by (used in) operating activities | 32,129 | (18,016) |
Cash flows from investing activities | ||
Purchase of property and equipment | (33,763) | (27,885) |
Acquisitions, net of cash received | (108,311) | (9,418) |
Proceeds received from sales of property and equipment | 5,166 | 6,724 |
Net cash used in investing activities | (136,908) | (30,579) |
Cash flows from financing activities | ||
Borrowings from revolving line of credit | 90,000 | 76,750 |
Payments on revolving line of credit | (15,000) | (17,250) |
Payments of finance lease obligations | (66) | (5) |
Dividends and distributions paid | (7,487) | (6,206) |
Contributions from noncontrolling interests | 4,950 | |
Repurchase of common stock | (6,996) | (10,935) |
Net cash provided by financing activities | 60,451 | 47,304 |
Effect of exchange rate changes on cash | (2) | (3) |
Net decrease in cash and cash equivalents | (44,330) | (1,294) |
Cash and cash equivalents, beginning of period | 57,083 | 7,322 |
Cash and cash equivalents, end of period | 12,753 | 6,028 |
Supplemental cash flow disclosure: | ||
Cash paid for interest | 954 | 1,119 |
Cash refunds for income taxes, net | (33) | |
Supplemental disclosure of noncash investing activities: | ||
Capital expenditures included in accounts payable and accrued liabilities | $ 39,046 | $ 31,398 |
BUSINESS AND BASIS OF PRESENTAT
BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
BUSINESS AND BASIS OF PRESENTATION | |
BUSINESS AND BASIS OF PRESENTATION | NOTE 1—BUSINESS AND BASIS OF PRESENTATION Description of the business : Select Water Solutions, Inc. (“we,” “Select Inc.,” “Select” or the “Company”), formerly Select Energy Services, Inc., was incorporated as a Delaware corporation on November 21, 2016. On May 8, 2023, Select Energy Services, Inc.’s Fifth Amended and Restated Certificate of Incorporation became effective upon filing with the Secretary of State of the State of Delaware which, among other things, changed the name of the company from Select Energy Services, Inc. to Select Water Solutions, Inc. to reflect its strategic focus as a water-focused company. We retained our stock ticker “WTTR” trading on the New York Stock Exchange. 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 sustainable water-management and chemical solutions to the energy industry in the United States (“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 months ended March 31, 2024 (the “Current Quarter”) and the three months ended March 31, 2023 (the “Prior Quarter”). The Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), filed with the SEC on February 21, 2024, 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 may not be indicative of the results to be expected for the full year. The unaudited interim consolidated financial statements include the Company’s accounts 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 March 31, 2024, the Company had three equity-method investments. 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 March 31, As of December 31, Type of Investment attained Accounting method Balance Sheet Location 2024 2023 (in thousands) 20% minority interest 2020 Equity-method Other long-term assets $ 4,253 $ 4,314 39% minority interest 2021 Equity-method Other long-term assets 3,805 4,174 47% minority interest 2021 Equity-method Other long-term assets 3,240 3,305 Dividends : Segment reporting : The Company has Effective June 1, 2023, our CODM began to strategically view and manage certain water sourcing and transfer operations, previously included in our Water Infrastructure segment, as part of our Water Services segment. These changes were driven by multiple factors, including the preponderance of our water sourcing business that integrates with our water transfer operations, the continued transition of completions water demand from fresh and brackish water to recycled water, and the anticipation of more efficient sharing and utilization of resources to realize potential synergies. Prior periods have been recast to include the water sourcing and transfer operations within the Water Services segment and remove the results of those operations from the Water Infrastructure segment. Concurrently, the Company also decided to rename its Oilfield Chemicals segment as Chemical Technologies. This change was based on a number of factors, including the continued success of our chemicals business in delivering customized, specialty chemicals products developed through our own research and development efforts and the de-emphasis of certain traditional commoditized chemistry products within the oil and gas industry, as well as the continued investments in time and resources we make to manufacture and sell our specialty chemical products into non-oilfield industrial-related applications. We believe these segment changes better align the business with the current and future state of the Company’s operations and capital allocation and strategic objectives. This change was a naming convention only change that did not impact any Current Quarter or Prior Quarter numbers. The Water Services segment consists of the Company’s services businesses, including water sourcing, water transfer, flowback and well testing, fluids hauling, water monitoring, 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 fixed infrastructure assets, including operations associated with our water distribution pipeline infrastructure, our water recycling solutions, and our produced water gathering systems and saltwater disposal wells (“SWDs”), as well as waste solutions facilities, primarily serving E&P companies. The Chemical Technologies 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 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 | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023, included in the 2023 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, amortization and accretion, 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: Three months ended March 31, 2024 (in thousands) Balance as of December 31, 2023 $ 5,318 Increase to allowance based on a percentage of revenue 735 Charge-offs (836) Recoveries 42 Balance as of March 31, 2024 $ 5,259 Asset retirement obligations: Three months ended March 31, 2024 (in thousands) Balance as of December 31, 2023 $ 37,262 Accretion expense 254 Acquired AROs 3,695 Revisions 200 Payments (2,895) Balance as of March 31, 2024 $ 38,516 Short-term ARO liability 8,243 Long-term ARO liability 30,273 Balance as of March 31, 2024 $ 38,516 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 March 31, 2024 2023 (in thousands) Category Classification Lessor income Costs of revenue $ 33 $ 77 Sublease income Lease abandonment costs and Costs of revenue 454 384 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. During the Current Quarter, the Company made the decision to abandon operations at two leased Water Services locations. As a result, the Company recorded $0.5 million of right-of-use asset impairment charges. Defined Contribution Plan: Severance: During the Current Quarter, the Company incurred $0.6 million of severance in connection with the termination of the former Chief Financial Officer included in selling, general and administrative within the consolidated statements of operations Recent accounting pronouncements In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 will be effective for our fiscal year ending December 31, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating ASU 2023-09 to determine its impact on the Company’s disclosures. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2024 | |
ACQUISITIONS | |
ACQUISITIONS | NOTE 3—ACQUISITIONS The following table presents key information connected with our 2024 and 2023 acquisitions (dollars in thousands): Assets and Operations Acquired Acquisition Date Cash Consideration Acquisition related costs for Asset Acquisition Total Consideration Segments Buckhorn March 1, 2024 $ 17,881 $ - $ 17,881 Water Infrastructure Iron Mountain Energy January 8, 2024 14,000 - 14,000 Water Infrastructure Tri-State Water Logistics January 3, 2024 58,330 - 58,330 Water Infrastructure Rockies produced water gathering and disposal infrastructure January 1, 2024 18,100 - 18,100 Water Infrastructure 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 Total $ 125,854 $ 150 $ 126,004 Buckhorn Acquisition On March 1, 2024, the Company completed the acquisition of membership interests from Buckhorn Waste Services, LLC and equity interests from Buckhorn Disposal, LLC (together “Buckhorn” or the “Buckhorn Acquisition”). The Company paid initial consideration of $17.9 million at closing. The acquisition strengthened Select’s solids waste management capabilities in the Bakken region, adding additional landfills in North Dakota and in Montana to support Select’s existing landfill operations in the region. The Buckhorn 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, assumptions and valuation of the property and equipment acquired, intangible assets, current assets and current liabilities are preliminary and have not been finalized as of March 31, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and a portion of the goodwill acquired is deductible for income tax purposes. The Company incurred $0.5 million of transaction-related costs related to this acquisition during the Current Quarter, and such costs are included in selling, general and administrative within the consolidated statements of operations. Iron Mountain Energy Acquisition On January 8, 2024, the Company acquired substantially all of the assets and operations of Iron Mountain Energy, LLC (the “Iron Mountain Acquisition”). The Company paid initial consideration of $14.0 million at closing. The acquisition strengthened Select’s fluids and solids treatment and disposal assets and operations in the Haynesville region. The Iron Mountain 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, assumptions and valuation of the property and equipment acquired, intangible assets, current assets, current liabilities and long-term liabilities are preliminary and have not been finalized as of March 31, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and the goodwill acquired is deductible for income tax purposes. The Company incurred $0.7 million of transaction-related costs related to this acquisition during the Current Quarter, and such costs are included in selling, general and administrative within the consolidated statements of operations. Tri-State Water Logistics Acquisition On January 3, 2024, the Company acquired the assets and operations of Tri-State Water Logistics, LLC and certain of its affiliates (the “Tri-State Acquisition”). The Company paid initial consideration of $58.3 million at closing. The acquisition strengthened Select’s fluids and solids treatment and disposal assets and operations in the Haynesville region. The Tri-State 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, assumptions and valuation of the property and equipment acquired, intangible assets, current assets, current liabilities and long-term liabilities are preliminary and have not been finalized as of March 31, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and the goodwill acquired is deductible for income tax purposes. The Company incurred $0.7 million of transaction-related costs related to this acquisition during the Current Quarter, and such costs are included in selling, general and administrative within the consolidated statements of operations. Rockies produced water gathering and disposal infrastructure Acquisition On January 1, 2024, the Company acquired certain disposal assets, operations and disposal and recycling permits in the Rockies region (the “Rockies Infrastructure Acquisition”). The Company paid initial consideration of $18.1 million at closing. The acquisition strengthened Select’s water disposal assets and operations in the Rockies region. The Rockies Infrastructure 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, assumptions and valuation of the property and equipment acquired, intangible assets, current assets, current liabilities and long-term liabilities are preliminary and have not been finalized as of March 31, 2024. The assets acquired and liabilities assumed are included in the Company’s Water Infrastructure segment and the goodwill acquired is deductible for income tax purposes. The Company incurred $0.2 million of transaction-related costs related to this acquisition during the Current Quarter, and such costs are included in selling, general and administrative within the consolidated statements of operations. A summary of the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed as of the date of the Company’s 2024 acquisitions is located below: Preliminary Purchase price allocation Buckhorn Iron Mountain Energy Tri-State Water Logistics Rockies Infrastructure Total 2024 Acquisitions (in thousands) Consideration transferred Cash paid $ 17,881 $ 14,000 $ 58,330 $ 18,100 $ 108,311 Total consideration transferred 17,881 14,000 58,330 18,100 108,311 Less: identifiable assets acquired and liabilities assumed Working capital 1,715 (4,095) (1,428) (500) (4,308) Property and equipment 10,937 17,749 37,727 7,780 74,193 Right-of-use assets — — 1,028 — 1,028 Customer relationships 300 — 8,620 6,610 15,530 Long-term ARO — (1,725) (1,595) (375) (3,695) Long-term lease liabilities — — (956) — (956) Total identifiable net assets acquired 12,952 11,929 43,396 13,515 81,792 Goodwill 4,929 2,071 14,934 4,585 26,519 Fair value allocated to net assets acquired $ 17,881 $ 14,000 $ 58,330 $ 18,100 $ 108,311 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”) in the Permian Basin, with connectivity into BSRS providing future revenue and cost synergies. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2024 | |
REVENUE | |
REVENUE | NOTE 4—REVENUE The Company follows ASC 606, Revenue from Contracts with Customers Leases, The following factors are applicable to all three of the Company’s segments for the Current Quarter and Prior Quarter: ● The vast majority of Water Services and Chemical Technologies customer agreements are short-term, lasting less than one year. Water Infrastructure contains both short-term and long-term agreements. ● 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. ● Taxes assessed by government authorities included on customer invoices are excluded from revenue. 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 the output generated, which is usually simultaneously received and consumed by customers at their job sites. As a multi-job site organization, contract terms, including the 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 March 31, 2024, the Company had sixteen 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 March 31, 2024, there were no material rental agreements in effect lasting more than one year. During the Current Quarter and Prior Quarter, approximately $20.3 million and $21.7 million, respectively, of accommodations and rentals revenue was accounted for under ASC 842 lease guidance. In the Chemical Technologies 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 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 March 31, 2024, 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 March 31, 2024 2023 (in thousands) Geographic Region Permian Basin $ 168,423 $ 198,030 Rockies 56,683 47,547 Eagle Ford 49,241 47,653 Marcellus/Utica 37,335 42,173 Haynesville/E. Texas 23,349 24,695 Mid-Continent 19,481 28,021 Bakken 15,135 31,211 Eliminations and other regions (3,099) (2,738) Total $ 366,548 $ 416,592 In the Water Services segment, the most recent top three revenue-producing regions are the Permian Basin, Eagle Ford and Rockies, which collectively comprised 74% and 66% of segment revenue for the Current Quarter and Prior Quarter, respectively. In the Water Infrastructure segment, the most recent top three revenue-producing regions are the Permian Basin, Haynesville and Bakken which collectively comprised 83% and 79% of segment revenue for the Current Quarter and Prior Quarter, respectively. In the Chemical Technologies segment, the most recent top three revenue-producing regions are the Permian Basin, Rockies and Eagle Ford, which collectively comprised 90% and 87% of segment revenue for the Current Quarter and Prior Quarter, respectively. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, 2024 December 31, 2023 (in thousands) Raw materials $ 24,466 $ 25,183 Finished goods 13,170 13,470 Total $ 37,636 $ 38,653 During the Current Quarter, the Company recorded net credits to the reserve for excess and obsolete inventory of less than $0.1 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and December 31, 2023: March 31, 2024 December 31, 2023 (in thousands) Machinery and equipment $ 613,140 $ 608,780 Buildings and leasehold improvements 110,225 111,650 Gathering and disposal infrastructure 171,411 87,354 Recycling facilities 82,417 68,875 Pipelines 103,171 103,171 Vehicles and equipment 18,314 19,007 Land 33,100 23,745 Computer equipment and software 5,442 3,038 Office furniture and equipment 787 772 Machinery and equipment - finance lease 519 519 Vehicles and equipment - finance lease 27 27 Computer equipment and software - finance lease 884 883 Construction in progress 102,696 117,168 1,242,133 1,144,989 Less accumulated depreciation (1) (650,952) (627,408) Total property and equipment, net $ 591,181 $ 517,581 (1) Includes $0.8 million and $0.7 million of accumulated depreciation related to finance leases as of March 31, 2024 and December 31, 2023, respectively. Total depreciation, amortization and accretion 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 March 31, 2024 2023 (in thousands) Category Depreciation expense from property and equipment $ 33,764 $ 29,516 Amortization expense from finance leases 62 5 Amortization expense from intangible assets 4,070 3,761 Accretion expense from asset retirement obligations 254 256 Total depreciation, amortization and accretion $ 38,150 $ 33,538 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 7—GOODWILL AND OTHER INTANGIBLE ASSETS The Company recorded $26.5 million of goodwill in connection with the Company’s 2024 acquisitions (See “Note 3—Acquisitions”). Goodwill is evaluated for impairment annually, or more frequently if indicators of impairment exist. The changes in the carrying amounts of goodwill by reportable segment as of March 31, 2024 and December 31, 2023 are as follows: Water Water Services Infrastructure Total (in thousands) Balance as of December 31, 2023 $ 1,438 $ 3,245 $ 4,683 Additions — 26,519 26,519 Balance as of March 31, 2024 $ 1,438 $ 29,764 $ 31,202 The components of other intangible assets, net as of March 31, 2024 and December 31, 2023 are as follows: As of March 31, 2024 As of December 31, 2023 Gross Accumulated Net Gross Accumulated Net Value Amortization Value Value Abandonment Amortization Value (in thousands) (in thousands) Definite-lived Customer relationships $ 180,130 $ (64,905) $ 115,225 $ 164,600 $ — $ (61,216) $ 103,384 Patents and other intellectual property 12,772 (7,436) 5,336 12,772 — (7,090) 5,682 Trademarks — — — 14,360 (11,106) (3,254) — Water rights and other 1,375 (1,318) 57 2,803 — (2,711) 92 Total definite-lived 194,277 (73,659) 120,618 194,535 (11,106) (74,271) 109,158 Indefinite-lived Water rights 7,031 — 7,031 7,031 — — 7,031 Total indefinite-lived 7,031 — 7,031 7,031 — — 7,031 Total other intangible assets, net $ 201,308 $ (73,659) $ 127,649 $ 201,566 $ (11,106) $ (74,271) $ 116,189 During the Current Quarter, the Company added $15.5 million in customer relationships in connection with the Company’s 2024 acquisitions (See “Note 3—Acquisitions”). The weighted-average period for customer relationships, patents and other intellectual property, and water rights and other was 12.8 years, 9.5 years and 10.0 years respectively, and the weighted-average remaining amortization period for customer relationships, patents and other intellectual property, and water rights and other was 9.0 years, 4.4 years and 0.4 years, respectively, as of March 31, 2024. See “Note 6—Property and Equipment” for the amortization expense during the Current Quarter and Prior Quarter. The indefinite-lived water rights are generally subject to renewal every five Amount (in thousands) Remainder of 2024 $ 12,154 2025 16,066 2026 15,978 2027 15,476 2028 13,747 Thereafter 47,197 Total $ 120,618 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2024 | |
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 Water Solutions, LLC (“Select LLC”), formerly Select Energy Services, LLC and 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 Secured Overnight Financing Rate (“SOFR”) (as defined in the Sustainability-Linked Credit Facility) or (b) 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 $75.0 million in borrowings outstanding under the Sustainability-Linked Credit Facility as of March 31, 2024 and no borrowings outstanding as of December 31, 2023. The interest rate applied to our outstanding borrowings under the Sustainability-Linked Credit Facility as of March 31, 2024 was 7.02% . outlined above. The unused portion of the available borrowings under the Sustainability-Linked Credit Facility was $155.8 million as of March 31, 2024. The principal maturities of debt outstanding on March 31, 2024 were as follows: Amount (in thousands) 2024 $ — 2025 — 2026 — 2027 75,000 Total $ 75,000 In connection with the entry into the Sustainability-Linked Credit Facility, the Company incurred $2.1 million of debt issuance costs during the year ended December 31, 2022. Debt issuance costs are amortized to interest expense over the life of the debt to which they pertain. Total unamortized debt issuance costs as of March 31, 2024 and December 31, 2023, were $1.4 million and $1.6 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 and $0.1 million for the Current Quarter and Prior Quarter, respectively. The Company was in compliance with all debt covenants as of March 31, 2024. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
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 | 3 Months Ended |
Mar. 31, 2024 | |
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 1.2 million shares available to be issued as of March 31, 2024. For all share-based compensation award types, the Company accounts for forfeitures as they occur. On February 23, 2022, the Company assumed the Nuverra Environmental Solutions, Inc. 2017 Long Term Incentive Plan (the “2017 Plan”), and the Nuverra Environmental Solutions, Inc. 2018 Restricted Stock Plan for Directors (the “2018 Plan” and, together with the 2017 Plan, the “Assumed Plans”) and certain equity awards outstanding under the Assumed Plans in connection with the Company’s previously completed acquisition of Nuverra Environmental Solutions, Inc. (the “Nuverra Acquisition”). Under the 2017 Plan, the Company may grant to certain eligible participants who were employees, directors or other service providers of Nuverra prior to the Nuverra Acquisition options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, substitute awards, performance awards, or any combination of the foregoing, with respect to up to 1,772,058 shares of Nuverra common stock. Under the 2018 Plan, the Company may grant to certain eligible participants who were directors of Nuverra prior to the Nuverra Acquisition restricted stock awards with respect to up to 100,000 shares of Nuverra common stock. The shares remaining available for issuance under the Assumed Plans were converted into shares of the Company’s Class A common stock at a conversion rate of one Nuverra share to 0.2551 shares of the Company’s Class A common stock such that at the time of the Nuverra Acquisition an aggregate of 131,110 shares of the Company’s Class A common stock was available for issuance with respect to assumed awards and future awards under the 2017 Plan and an aggregate of 24,984 shares of the Company’s Class A common stock was available for issuance with respect to assumed awards and future awards under the 2018 Plan. No awards have been granted under these legacy Nuverra Assumed Plans. The aggregate number of shares of the Company’s Class A common stock available for issuance under the Assumed Plans will be reduced by Stock Option Awards The Company has outstanding stock option awards as of March 31, 2024 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 Quarter is as follows: For the three months ended March 31, 2024 Weighted-average Weighted-average Grant Date Value Aggregate Intrinsic Stock Options Exercise Price Term (Years) Value (in thousands) (a) Beginning balance, outstanding 1,654,952 $ 17.01 3.2 $ — Expired (187,408) 19.98 — — Ending balance, outstanding 1,467,544 $ 16.63 3.0 $ 345 Ending balance, exercisable 1,467,544 $ 16.63 3.0 $ 345 Nonvested as of March 31, 2024 — $ — (a) As of March 31, 2021, 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 over three years from the applicable date of grant. The Company recognized compensation expense of $3.7 million and $3.9 million related to the restricted stock awards for the Current Quarter and Prior Quarter, respectively. As of March 31, 2024, there was $18.7 million of unrecognized compensation expense with a weighted-average remaining life of 2.2 years related to unvested restricted stock awards. A summary of the Company’s restricted stock awards activity and related information for the Current Quarter is as follows: For the three months ended March 31, 2024 Weighted-average Restricted Stock Awards Grant Date Fair Value Nonvested as of December 31, 2023 3,758,692 $ 7.32 Granted 1,118,836 8.77 Vested (2,118,938) 7.26 Forfeited (60,019) 8.23 Nonvested as of March 31, 2024 2,698,571 $ 7.95 Performance Share Units (“PSUs”) During 2022 and 2023, 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, 2022 through December 31, 2024 or January 1, 2023 through December 31, 2025. The target number of shares of Class A common stock subject to each remaining PSU granted in 2022 and 2023 is one; however, based on the achievement of performance criteria, the number of shares of Class A common stock that may be received in the settlement of each PSU can range from 0.0 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, 2025 for the 2022 PSU grants, and June 30, 2026, for the 2023 PSU grants, assuming the applicable minimum performance metrics are achieved. The target PSUs granted in 2022 and 2023 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 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, the 2022 and 2023 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% During 2024, the Company approved grants of PSUs that are subject to both performance-based and service-based vesting provisions related to ROA in comparison to twelve peer companies and PSUs subject to market-based and service-based vesting provisions related to absolute total shareholder return (“TSR”) over the performance period from January 1, 2024 through December 31, 2026. The target number of shares of Class A common stock subject to each PSU granted in 2024 is 1.0; however, based on the achievement of performance criteria, the number of shares of Class A common stock that may be received in the settlement of each PSU can range from 0.0 to 2.0 times the target number. No PSUs are earned if the Company's TSR is negative. 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, 2027. The target PSUs granted in 2024 that become earned in connection with the ROA in comparison to other companies will be determined (as defined in the applicable PSU agreement) in accordance with the following table: Ranking Among Peer Group Percentage of Target Amount Earned Outside of Top 10 0% Top 10 50% Top 7 100% Top 3 200% The PSUs granted in 2024 that become earned in connection with TSR will be determined (as defined in the applicable PSU agreement) in accordance with the following table: Performance Level Absolute TSR (%) Percentage of Target PSUs Earned Below Threshold Less than 0% 0% Threshold 0% 50% Target 10% 100% Maximum Greater than or equal to 30% 200% The fair value on the date the PSUs were granted during 2024, 2023 and 2022 was As of March 31, 2024, the unrecognized compensation cost related to our unvested PSUs is estimated to be $9.6 million and is expected to be recognized over a weighted-average period of 2.3 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 March 31, 2024: PSUs Nonvested as of December 31, 2023 1,946,726 Target shares granted 609,796 Target shares vested (1) (303,917) Target shares added by performance factor 27,630 Target shares forfeited (1) (260,663) Target shares outstanding as of March 31, 2024 2,019,572 (1) The PSUs granted in 2021 related to ROA vested at 110% of target and the FCF PSUs were forfeited. Employee Stock Purchase Plan (ESPP) The Company formerly had 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. On November 3, 2022, our board of directors approved an amendment to the ESPP, which suspended all offerings on or after December 1, 2022. Our board of directors reserves the right to recommence offerings pursuant to its discretion and the terms of the ESPP. Share Repurchases During the Current Quarter, the Company repurchased 830,337 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 $7.0 million and a decrease to Class A common stock of $8,000. In the Prior Quarter, the Company repurchased 1,231,996 shares of Class A common stock in the open market pursuant to our share repurchase program and 425,207 shares of Class A common stock in connection with employee minimum tax withholding requirements. The 1% U.S. federal excise tax on certain repurchases of stock by publicly traded U.S. corporations enacted as part of the IRA 2022 applies to our share repurchase program. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended |
Mar. 31, 2024 | |
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 three months ended March 31, 2024 or the year ended December 31, 2023. 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 March 31, 2024 and December 31, 2023 due to the short-term nature of these instruments. The carrying value of debt as of March 31, 2024 approximates fair value due to variable market rates of interest. 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 | 3 Months Ended |
Mar. 31, 2024 | |
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 $0.2 million and purchases from related-party vendors were $4.6 million. These purchases consisted of $3.0 million relating to the rental of certain equipment or other services used in operations, $0.6 million relating to property and equipment, $0.6 million relating to management, consulting and other services and $0.4 million relating to inventory and consumables. During the Prior Quarter, sales to related parties were $0.3 million and purchases from related-party vendors were $3.8 million. These purchases consisted of $3.0 million relating to the rental of certain equipment or other services used in operations, $0.6 million relating to property and equipment and $0.2 million relating to management, consulting and other services. Tax Receivable Agreements In connection with the Select 144A Offering, the Company entered into two tax receivable agreements (the “Tax Receivable Agreements”) with certain then-affiliates of the then-holders of SES Holdings LLC Units. As of March 31, 2024, certain of the TRA Holders were employed by the Company, on the Company’s board of directors and/or owned shares of the Company’s Class A and/or Class B common stock. 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. On June 23, 2023, the Tax Receivable Agreements were amended to replace references to one year LIBOR with references to the 12-month term SOFR published by CME Group Benchmark Administration Limited plus 171.513 basis points, which is the benchmark replacement rate and additional margin that, under the Adjustable Interest Rate (LIBOR) Act of 2021, would have otherwise been inserted in place of references to LIBOR in the Tax Receivable Agreements following June 30, 2023. The Company has recognized a liability associated with the Tax Receivable Agreements of $38.2 million as of both March 31, 2024, and December 31, 2023, because the likelihood of a payment to be made under the Tax Receivable Agreements has been determined to be probable as of both March 31, 2024, and December 31, 2023. The recognized liability associated with the Tax Receivable Agreements represents 85% of the net cash savings in U.S. federal, state and local income tax or franchise tax that the Company anticipates realizing in future years from certain increases in tax basis and other tax attributes arising from the Company’s completed acquisitions of SES Holdings LLC Units from the TRA Holders and from the net operating losses available to the Company as a result of certain reorganization transactions entered into in connection with the Select 144A Offering. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2024 | |
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 permanent book tax differences. Three months ended March 31, 2024 2023 (in thousands) Current income tax expense $ 323 $ 204 Deferred income tax expense (benefit) 1,129 (6) Total income tax expense $ 1,452 $ 198 Effective Tax Rate 25.1% 1.4% We regularly review our deferred tax assets for realization and establish a valuation allowance if it is more likely than not that some portion or all of a deferred tax asset will not be realized. Historically, we have maintained a full valuation allowance against our deferred tax assets. The Company considers all available positive and negative evidence in determining whether realization of the tax benefit is more likely than not. This evidence includes historical income / loss, projected future income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. During the fourth quarter of 2023, the Company evaluated all available positive and negative evidence and determined that $61.9 million of the valuation allowance as of December 31, 2023, associated with deferred tax assets should be released because the Company believed that it had become more likely than not that the deferred tax assets would be realized. In the Company's evaluation of the need for and amount of a valuation allowance on its deferred tax assets, the Company placed the most weight on objectively verifiable direct evidence, including its recent and historical operating results and the significant improvement in its operating profitability. The specific positive factors and evidence considered in the realizability of its deferred tax assets included the cumulative pre-tax income that the Company generated over the past three-year period and the expectation of income in future periods. The release of the valuation allowance resulted in the recognition of certain deferred tax assets and a decrease to deferred income tax expense for the year ended December 31, 2023. |
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 (in thousands) Noncontrolling interests attributable to joint ventures formed for water-related services $ 106 $ 614 Noncontrolling interests attributable to holders of Class B common stock 118,225 119,070 Total noncontrolling interests $ 118,331 $ 119,684 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: Three months ended March 31, 2024 2023 (in thousands) Net income attributable to Select Water Solutions, Inc. $ 3,625 $ 12,347 Transfers from (to) noncontrolling interests: Increase in additional paid-in capital as a result of restricted stock issuance, net of forfeitures 1,085 1,143 Increase in additional paid-in capital as a result of vested PSUs 311 — Increase (decrease) in additional paid-in capital as a result of the repurchase of SES Holdings LLC Units 103 (101) Change to equity from net income attributable to Select Water Solutions, Inc. and transfers from noncontrolling interests $ 5,124 $ 13,389 |
INCOME PER SHARE
INCOME PER SHARE | 3 Months Ended |
Mar. 31, 2024 | |
INCOME PER SHARE | |
INCOME PER SHARE | NOTE 15—INCOME PER SHARE Income per share is based on the amount of income 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 1,467,544 and 1,663,972 shares of Class A common stock are not included in the calculation of diluted weighted-average shares outstanding for the Current Quarter and Prior Quarter, respectively, as their effect is antidilutive. Shares of the Company’s Class B common stock do not share in net income or losses attributable to the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. The following tables present the Company’s calculation of basic and diluted earnings per share for the Current and Prior Quarter (dollars in thousands, except share and per share amounts): Three months ended March 31, 2024 Three months ended March 31, 2023 Select Water Solutions, Inc. Class A Class B Select Water Solutions, Inc. Class A Class B Numerator: Net income $ 3,875 $ 13,705 Net income attributable to noncontrolling interests (250) (1,358) Net income attributable to Select Water Solutions, Inc. — basic $ 3,625 $ 3,625 $ — $ 12,347 $ 12,347 $ — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of restricted stock 8 8 — (14) (14) — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of performance units 7 7 — (9) (9) — Net income attributable to Select Water Solutions, Inc. — diluted $ 3,640 $ 3,640 $ — $ 12,324 $ 12,324 $ — Denominator: Weighted-average shares of common stock outstanding — basic 99,224,604 16,221,101 105,403,461 16,221,101 Dilutive effect of restricted stock 1,168,335 — 914,862 — Dilutive effect of performance share units 980,125 — 570,490 — Weighted-average shares of common stock outstanding — diluted 101,373,063 16,221,101 106,888,813 16,221,101 Income per share: Basic $ 0.04 $ — $ 0.12 $ — Diluted $ 0.04 $ — $ 0.12 $ — |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2024 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | NOTE 16—SEGMENT INFORMATION Select Inc. is a leading provider of sustainable 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 Chemical Technologies Financial information by segment for the Current and Prior Quarter is as follows: For the three months ended March 31, 2024 Depreciation, Impairments and Income amortization Capital Revenue abandonments before taxes and accretion Expenditures (in thousands) Water Services $ 230,581 $ — $ 18,631 $ 21,114 $ 10,198 Water Infrastructure 63,854 45 9,586 13,901 26,653 Chemical Technologies 75,073 — 5,771 1,877 1,542 Other — — (3) — — Eliminations (2,960) — — — — Income from operations 33,985 Corporate — — (26,980) 1,258 (64) Interest expense, net — — (1,272) — — Other income, net — — 43 — — $ 366,548 $ 45 $ 5,776 $ 38,150 $ 38,329 For the three months ended March 31, 2023 Depreciation, Impairments and Income amortization Capital Revenue abandonments before taxes and accretion Expenditures (in thousands) Water Services $ 275,848 $ 60 $ 21,331 $ 22,601 $ 23,702 Water Infrastructure 56,592 — 9,351 8,260 14,824 Chemical Technologies 86,598 11,106 (358) 2,083 2,406 Other — — (4) — — Eliminations (2,446) — — — — Income from operations 30,320 Corporate — — (18,321) 594 562 Interest expense, net — — (1,483) — — Other income, net — — 3,753 — — $ 416,592 $ 11,166 $ 14,269 $ 33,538 $ 41,494 Total assets by segment as of March 31, 2024 and December 31, 2023, is as follows: As of As of March 31, 2024 December 31, 2023 (in thousands) Water Services $ 562,904 $ 629,815 Water Infrastructure 498,140 364,587 Chemical Technologies 161,346 152,437 Other 68,917 71,351 $ 1,291,307 $ 1,218,190 |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENT | |
SUBSEQUENT EVENTS | On April 1, 2024, Select acquired Trinity Acquisition Holdings, LLC, the parent company of Trinity Environmental Services and related entities (“Trinity”) for $29.4 million of initial consideration. Trinity is a company that provides saltwater disposal and E&P solids waste disposal primarily in the Permian Basin. The assets included 22 saltwater disposal wells in the Permian Basin, one slurry well on the Gulf Coast, and one saltwater disposal well in the Barnett shale in the MidCon region. Additionally, the acquisition encompasses permits for nine future saltwater disposal well locations, 14 miles of owned pipeline and approximately 79 miles of customer pipeline integrally connected to Trinity’s facilities. The acquisition of Trinity significantly enhances Select’s Permian Basin disposal operations, and allows Select to offer a more comprehensive produced water solution to its customers. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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, amortization and accretion, 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: Three months ended March 31, 2024 (in thousands) Balance as of December 31, 2023 $ 5,318 Increase to allowance based on a percentage of revenue 735 Charge-offs (836) Recoveries 42 Balance as of March 31, 2024 $ 5,259 |
Asset retirement obligations | Asset retirement obligations: Three months ended March 31, 2024 (in thousands) Balance as of December 31, 2023 $ 37,262 Accretion expense 254 Acquired AROs 3,695 Revisions 200 Payments (2,895) Balance as of March 31, 2024 $ 38,516 Short-term ARO liability 8,243 Long-term ARO liability 30,273 Balance as of March 31, 2024 $ 38,516 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 March 31, 2024 2023 (in thousands) Category Classification Lessor income Costs of revenue $ 33 $ 77 Sublease income Lease abandonment costs and Costs of revenue 454 384 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. During the Current Quarter, the Company made the decision to abandon operations at two leased Water Services locations. As a result, the Company recorded $0.5 million of right-of-use asset impairment charges. |
Defined Contribution Plan | Defined Contribution Plan: |
Severance | Severance: During the Current Quarter, the Company incurred $0.6 million of severance in connection with the termination of the former Chief Financial Officer included in selling, general and administrative within the consolidated statements of operations |
Recent accounting pronouncements | Recent accounting pronouncements In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 will be effective for our fiscal year ending December 31, 2025, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is currently evaluating ASU 2023-09 to determine its impact on the Company’s disclosures. |
BUSINESS AND BASIS OF PRESENT_2
BUSINESS AND BASIS OF PRESENTATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
BUSINESS AND BASIS OF PRESENTATION | |
Schedule of investments in unconsolidated entities | Year As of March 31, As of December 31, Type of Investment attained Accounting method Balance Sheet Location 2024 2023 (in thousands) 20% minority interest 2020 Equity-method Other long-term assets $ 4,253 $ 4,314 39% minority interest 2021 Equity-method Other long-term assets 3,805 4,174 47% minority interest 2021 Equity-method Other long-term assets 3,240 3,305 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of change in allowance for doubtful accounts | Three months ended March 31, 2024 (in thousands) Balance as of December 31, 2023 $ 5,318 Increase to allowance based on a percentage of revenue 735 Charge-offs (836) Recoveries 42 Balance as of March 31, 2024 $ 5,259 |
Summary of change in asset retirement obligations | Three months ended March 31, 2024 (in thousands) Balance as of December 31, 2023 $ 37,262 Accretion expense 254 Acquired AROs 3,695 Revisions 200 Payments (2,895) Balance as of March 31, 2024 $ 38,516 Short-term ARO liability 8,243 Long-term ARO liability 30,273 Balance as of March 31, 2024 $ 38,516 |
Schedule of financial impact of leases | Three months ended March 31, 2024 2023 (in thousands) Category Classification Lessor income Costs of revenue $ 33 $ 77 Sublease income Lease abandonment costs and Costs of revenue 454 384 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
ACQUISITIONS | |
Schedule of business combination and asset acquisition | Assets and Operations Acquired Acquisition Date Cash Consideration Acquisition related costs for Asset Acquisition Total Consideration Segments Buckhorn March 1, 2024 $ 17,881 $ - $ 17,881 Water Infrastructure Iron Mountain Energy January 8, 2024 14,000 - 14,000 Water Infrastructure Tri-State Water Logistics January 3, 2024 58,330 - 58,330 Water Infrastructure Rockies produced water gathering and disposal infrastructure January 1, 2024 18,100 - 18,100 Water Infrastructure 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 Total $ 125,854 $ 150 $ 126,004 |
Schedule of consideration transferred and the estimated fair value of identified assets acquired and liabilities | Preliminary Purchase price allocation Buckhorn Iron Mountain Energy Tri-State Water Logistics Rockies Infrastructure Total 2024 Acquisitions (in thousands) Consideration transferred Cash paid $ 17,881 $ 14,000 $ 58,330 $ 18,100 $ 108,311 Total consideration transferred 17,881 14,000 58,330 18,100 108,311 Less: identifiable assets acquired and liabilities assumed Working capital 1,715 (4,095) (1,428) (500) (4,308) Property and equipment 10,937 17,749 37,727 7,780 74,193 Right-of-use assets — — 1,028 — 1,028 Customer relationships 300 — 8,620 6,610 15,530 Long-term ARO — (1,725) (1,595) (375) (3,695) Long-term lease liabilities — — (956) — (956) Total identifiable net assets acquired 12,952 11,929 43,396 13,515 81,792 Goodwill 4,929 2,071 14,934 4,585 26,519 Fair value allocated to net assets acquired $ 17,881 $ 14,000 $ 58,330 $ 18,100 $ 108,311 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
REVENUE | |
Schedule of disaggregation of revenue by geographic location | Three months ended March 31, 2024 2023 (in thousands) Geographic Region Permian Basin $ 168,423 $ 198,030 Rockies 56,683 47,547 Eagle Ford 49,241 47,653 Marcellus/Utica 37,335 42,173 Haynesville/E. Texas 23,349 24,695 Mid-Continent 19,481 28,021 Bakken 15,135 31,211 Eliminations and other regions (3,099) (2,738) Total $ 366,548 $ 416,592 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
INVENTORIES | |
Schedule of inventory | March 31, 2024 December 31, 2023 (in thousands) Raw materials $ 24,466 $ 25,183 Finished goods 13,170 13,470 Total $ 37,636 $ 38,653 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | March 31, 2024 December 31, 2023 (in thousands) Machinery and equipment $ 613,140 $ 608,780 Buildings and leasehold improvements 110,225 111,650 Gathering and disposal infrastructure 171,411 87,354 Recycling facilities 82,417 68,875 Pipelines 103,171 103,171 Vehicles and equipment 18,314 19,007 Land 33,100 23,745 Computer equipment and software 5,442 3,038 Office furniture and equipment 787 772 Machinery and equipment - finance lease 519 519 Vehicles and equipment - finance lease 27 27 Computer equipment and software - finance lease 884 883 Construction in progress 102,696 117,168 1,242,133 1,144,989 Less accumulated depreciation (1) (650,952) (627,408) Total property and equipment, net $ 591,181 $ 517,581 (1) Includes $0.8 million and $0.7 million of accumulated depreciation related to finance leases as of March 31, 2024 and December 31, 2023, respectively. |
Schedule of amortization of intangible assets | Three months ended March 31, 2024 2023 (in thousands) Category Depreciation expense from property and equipment $ 33,764 $ 29,516 Amortization expense from finance leases 62 5 Amortization expense from intangible assets 4,070 3,761 Accretion expense from asset retirement obligations 254 256 Total depreciation, amortization and accretion $ 38,150 $ 33,538 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
GOODWILL AND OTHER INTANGIBLE ASSETS | |
Schedule of changes in the carrying amounts of goodwill by reportable segment | Water Water Services Infrastructure Total (in thousands) Balance as of December 31, 2023 $ 1,438 $ 3,245 $ 4,683 Additions — 26,519 26,519 Balance as of March 31, 2024 $ 1,438 $ 29,764 $ 31,202 |
Summary of components of other intangible assets | As of March 31, 2024 As of December 31, 2023 Gross Accumulated Net Gross Accumulated Net Value Amortization Value Value Abandonment Amortization Value (in thousands) (in thousands) Definite-lived Customer relationships $ 180,130 $ (64,905) $ 115,225 $ 164,600 $ — $ (61,216) $ 103,384 Patents and other intellectual property 12,772 (7,436) 5,336 12,772 — (7,090) 5,682 Trademarks — — — 14,360 (11,106) (3,254) — Water rights and other 1,375 (1,318) 57 2,803 — (2,711) 92 Total definite-lived 194,277 (73,659) 120,618 194,535 (11,106) (74,271) 109,158 Indefinite-lived Water rights 7,031 — 7,031 7,031 — — 7,031 Total indefinite-lived 7,031 — 7,031 7,031 — — 7,031 Total other intangible assets, net $ 201,308 $ (73,659) $ 127,649 $ 201,566 $ (11,106) $ (74,271) $ 116,189 |
Summary of future estimated amortization expense for other intangible assets | Amount (in thousands) Remainder of 2024 $ 12,154 2025 16,066 2026 15,978 2027 15,476 2028 13,747 Thereafter 47,197 Total $ 120,618 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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% |
Schedule of principal maturities of debt outstanding | Amount (in thousands) 2024 $ — 2025 — 2026 — 2027 75,000 Total $ 75,000 |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Schedule of equity option activity and related information | For the three months ended March 31, 2024 Weighted-average Weighted-average Grant Date Value Aggregate Intrinsic Stock Options Exercise Price Term (Years) Value (in thousands) (a) Beginning balance, outstanding 1,654,952 $ 17.01 3.2 $ — Expired (187,408) 19.98 — — Ending balance, outstanding 1,467,544 $ 16.63 3.0 $ 345 Ending balance, exercisable 1,467,544 $ 16.63 3.0 $ 345 Nonvested as of March 31, 2024 — $ — (a) |
Summary of activity related to the units outstanding | PSUs Nonvested as of December 31, 2023 1,946,726 Target shares granted 609,796 Target shares vested (1) (303,917) Target shares added by performance factor 27,630 Target shares forfeited (1) (260,663) Target shares outstanding as of March 31, 2024 2,019,572 (1) The PSUs granted in 2021 related to ROA vested at 110% of target and the FCF PSUs were forfeited. |
Restricted Stock | |
Schedule of restricted stock activity | For the three months ended March 31, 2024 Weighted-average Restricted Stock Awards Grant Date Fair Value Nonvested as of December 31, 2023 3,758,692 $ 7.32 Granted 1,118,836 8.77 Vested (2,118,938) 7.26 Forfeited (60,019) 8.23 Nonvested as of March 31, 2024 2,698,571 $ 7.95 |
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% Ranking Among Peer Group Percentage of Target Amount Earned Outside of Top 10 0% Top 10 50% Top 7 100% Top 3 200% Performance Level Absolute TSR (%) Percentage of Target PSUs Earned Below Threshold Less than 0% 0% Threshold 0% 50% Target 10% 100% Maximum Greater than or equal to 30% 200% |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
INCOME TAXES | |
Summary of components of the federal and state income tax (benefit) expense | Three months ended March 31, 2024 2023 (in thousands) Current income tax expense $ 323 $ 204 Deferred income tax expense (benefit) 1,129 (6) Total income tax expense $ 1,452 $ 198 Effective Tax Rate 25.1% 1.4% |
NONCONTROLLING INTERESTS (Table
NONCONTROLLING INTERESTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
NONCONTROLLING INTERESTS | |
Schedule of non controlling interests categories | As of As of March 31, 2024 December 31, 2023 (in thousands) Noncontrolling interests attributable to joint ventures formed for water-related services $ 106 $ 614 Noncontrolling interests attributable to holders of Class B common stock 118,225 119,070 Total noncontrolling interests $ 118,331 $ 119,684 |
Summary of the effects of changes in noncontrolling interests | Three months ended March 31, 2024 2023 (in thousands) Net income attributable to Select Water Solutions, Inc. $ 3,625 $ 12,347 Transfers from (to) noncontrolling interests: Increase in additional paid-in capital as a result of restricted stock issuance, net of forfeitures 1,085 1,143 Increase in additional paid-in capital as a result of vested PSUs 311 — Increase (decrease) in additional paid-in capital as a result of the repurchase of SES Holdings LLC Units 103 (101) Change to equity from net income attributable to Select Water Solutions, Inc. and transfers from noncontrolling interests $ 5,124 $ 13,389 |
INCOME PER SHARE (Tables)
INCOME PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
INCOME PER SHARE | |
Summary of calculation of basic and diluted earnings per share | The following tables present the Company’s calculation of basic and diluted earnings per share for the Current and Prior Quarter (dollars in thousands, except share and per share amounts): Three months ended March 31, 2024 Three months ended March 31, 2023 Select Water Solutions, Inc. Class A Class B Select Water Solutions, Inc. Class A Class B Numerator: Net income $ 3,875 $ 13,705 Net income attributable to noncontrolling interests (250) (1,358) Net income attributable to Select Water Solutions, Inc. — basic $ 3,625 $ 3,625 $ — $ 12,347 $ 12,347 $ — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of restricted stock 8 8 — (14) (14) — Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of performance units 7 7 — (9) (9) — Net income attributable to Select Water Solutions, Inc. — diluted $ 3,640 $ 3,640 $ — $ 12,324 $ 12,324 $ — Denominator: Weighted-average shares of common stock outstanding — basic 99,224,604 16,221,101 105,403,461 16,221,101 Dilutive effect of restricted stock 1,168,335 — 914,862 — Dilutive effect of performance share units 980,125 — 570,490 — Weighted-average shares of common stock outstanding — diluted 101,373,063 16,221,101 106,888,813 16,221,101 Income per share: Basic $ 0.04 $ — $ 0.12 $ — Diluted $ 0.04 $ — $ 0.12 $ — |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
SEGMENT INFORMATION | |
Summary of financial information by segment | For the three months ended March 31, 2024 Depreciation, Impairments and Income amortization Capital Revenue abandonments before taxes and accretion Expenditures (in thousands) Water Services $ 230,581 $ — $ 18,631 $ 21,114 $ 10,198 Water Infrastructure 63,854 45 9,586 13,901 26,653 Chemical Technologies 75,073 — 5,771 1,877 1,542 Other — — (3) — — Eliminations (2,960) — — — — Income from operations 33,985 Corporate — — (26,980) 1,258 (64) Interest expense, net — — (1,272) — — Other income, net — — 43 — — $ 366,548 $ 45 $ 5,776 $ 38,150 $ 38,329 For the three months ended March 31, 2023 Depreciation, Impairments and Income amortization Capital Revenue abandonments before taxes and accretion Expenditures (in thousands) Water Services $ 275,848 $ 60 $ 21,331 $ 22,601 $ 23,702 Water Infrastructure 56,592 — 9,351 8,260 14,824 Chemical Technologies 86,598 11,106 (358) 2,083 2,406 Other — — (4) — — Eliminations (2,446) — — — — Income from operations 30,320 Corporate — — (18,321) 594 562 Interest expense, net — — (1,483) — — Other income, net — — 3,753 — — $ 416,592 $ 11,166 $ 14,269 $ 33,538 $ 41,494 Total assets by segment as of March 31, 2024 and December 31, 2023, is as follows: As of As of March 31, 2024 December 31, 2023 (in thousands) Water Services $ 562,904 $ 629,815 Water Infrastructure 498,140 364,587 Chemical Technologies 161,346 152,437 Other 68,917 71,351 $ 1,291,307 $ 1,218,190 |
BUSINESS AND BASIS OF PRESENT_3
BUSINESS AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Feb. 23, 2022 | Mar. 31, 2024 USD ($) segment item Vote $ / shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 $ / shares | |
Number of vote per share | Vote | 1 | |||
Number of equity method investee | item | 3 | |||
Number of operating segments | segment | 3 | |||
Ratio | 1 | |||
Reduction of additional paid-in capital | $ 5,900 | |||
Reduction of accrued interest and other current liabilities | 600 | |||
Dividends payable | $ 400 | |||
Class A common stock | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | ||
Ratio | 1 | |||
Dividends | $ 5,931 | $ 5,258 | ||
Class B common stock | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | ||
Dividends | $ 973 | 811 | ||
Additional Paid-In Capital | Class A common stock | ||||
Dividends | $ 5,931 | $ 5,258 |
BUSINESS AND BASIS OF PRESENT_4
BUSINESS AND BASIS OF PRESENTATION - Investments in Unconsolidated (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Investment in Joint Venture One | ||
Percentage of interest in a joint venture | 20% | |
Investment in Joint Venture One | Other long-term assets | ||
Equity method investment | $ 4,253 | $ 4,314 |
Investment in Joint Venture Two | ||
Percentage of interest in a joint venture | 39% | |
Investment in Joint Venture Two | Other long-term assets | ||
Equity method investment | $ 3,805 | 4,174 |
Investment In Joint Venture Three | ||
Percentage of interest in a joint venture | 47% | |
Investment In Joint Venture Three | Other long-term assets | ||
Equity method investment | $ 3,240 | $ 3,305 |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES - Allowance activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance at beginning of the period | $ 5,318 |
Increase to allowance based on a percentage of revenue | 735 |
Charge-offs | (836) |
Recoveries | 42 |
Balance at end of the period | $ 5,259 |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES - Asset retirement obligations and Lessor Income (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) facility | Mar. 31, 2023 USD ($) | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance at beginning of period | $ 37,262 | |
Accretion expense | 254 | |
Acquired AROs | 3,695 | |
Revisions | 200 | |
Payments | (2,895) | |
Balance at end of period | 38,516 | |
Short-term ARO liability | 8,243 | |
Long-term ARO liability | 30,273 | |
Lessor Income | ||
Lessor income | 33 | $ 77 |
Sublease income | ||
Sublease income | $ 454 | $ 384 |
Number of operations abandoned | facility | 2 | |
Right-of-use asset impairment | $ 500 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES - Defined Contribution Plan and Payroll Tax Deferral (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee benefit plans | ||
401(k) match expense | $ 1.7 | $ 1.5 |
Severance Costs | $ 0.6 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Mar. 01, 2024 | Jan. 08, 2024 | Jan. 03, 2024 | Jan. 01, 2024 | Apr. 03, 2023 | Jan. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Asset acquisitions | |||||||||
Capital Expenditures | $ 38,329 | $ 41,494 | |||||||
Cash Consideration | 125,854 | ||||||||
Acquisition related costs for Asset Acquisition | 150 | ||||||||
Total Consideration | 126,004 | ||||||||
Buckhorn | |||||||||
Asset acquisitions | |||||||||
Cash Consideration, Business Combinations | $ 17,881 | 17,881 | |||||||
Acquisition related costs for business combinations | 500 | ||||||||
Total consideration, Business Combination | $ 17,881 | 17,881 | |||||||
Iron Mountain Energy | |||||||||
Asset acquisitions | |||||||||
Cash Consideration, Business Combinations | $ 14,000 | 14,000 | |||||||
Acquisition related costs for business combinations | 700 | ||||||||
Total consideration, Business Combination | $ 14,000 | 14,000 | |||||||
Tri-State Water Logistics | |||||||||
Asset acquisitions | |||||||||
Cash Consideration, Business Combinations | $ 58,330 | 58,330 | |||||||
Acquisition related costs for business combinations | 700 | ||||||||
Total consideration, Business Combination | $ 58,330 | 58,330 | |||||||
Rockies produced water gathering and disposal infrastructure | |||||||||
Asset acquisitions | |||||||||
Cash Consideration, Business Combinations | $ 18,100 | 18,100 | |||||||
Acquisition related costs for business combinations | 200 | ||||||||
Total consideration, Business Combination | $ 18,100 | $ 18,100 | |||||||
Asset Acquisition | Four Smaller Asset Acquisitions | |||||||||
Asset acquisitions | |||||||||
Capital Expenditures | $ 7,293 | ||||||||
Total Consideration, Asset Acquisition | $ 7,293 | ||||||||
Asset Acquisition | Water Services | |||||||||
Asset acquisitions | |||||||||
Capital Expenditures | $ 4,000 | ||||||||
Total Consideration, Asset Acquisition | $ 4,000 | ||||||||
Asset Acquisition | Water Infrastructure | |||||||||
Asset acquisitions | |||||||||
Capital Expenditures | $ 6,250 | ||||||||
Acquisition related costs for asset acquisition | 150 | ||||||||
Total Consideration, Asset Acquisition | $ 6,400 |
ACQUISITINS - Buckhorn Acquisit
ACQUISITINS - Buckhorn Acquisition (Details) - Buckhorn - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 01, 2024 | Mar. 31, 2024 | |
Business Acquisition [Line Items] | ||
Cash Consideration, Business Combinations | $ 17,881 | $ 17,881 |
Transaction-related costs | $ 500 |
ACQUISITIONS - Iron Mountain En
ACQUISITIONS - Iron Mountain Energy Acquisition (Details)) - Iron Mountain Energy - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 08, 2024 | Mar. 31, 2024 | |
Business Acquisition [Line Items] | ||
Cash Consideration, Business Combinations | $ 14,000 | $ 14,000 |
Transaction-related costs | $ 700 |
ACQUISITIONS - Tri-State Water
ACQUISITIONS - Tri-State Water Logistics Acquisition (Details) - Tri-State Water Logistics - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 03, 2024 | Mar. 31, 2024 | |
Business Acquisition [Line Items] | ||
Cash Consideration, Business Combinations | $ 58,330 | $ 58,330 |
Transaction-related costs | $ 700 |
ACQUISITIONS - Rockies produced
ACQUISITIONS - Rockies produced water gathering and disposal infrastructure Acquisition (Details) - Rockies Produced Water Gathering And Disposal Infrastructure [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Jan. 01, 2024 | Mar. 31, 2024 | |
Business Acquisition [Line Items] | ||
Cash Consideration, Business Combinations | $ 18,100 | $ 18,100 |
Transaction-related costs | $ 200 |
ACQUISITIONS - Consideration tr
ACQUISITIONS - Consideration transferred and estimated fair value of identified assets/(liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Mar. 01, 2024 | Jan. 08, 2024 | Jan. 03, 2024 | Jan. 01, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | |
Less: identifiable assets acquired and liabilities assumed | ||||||
Goodwill | $ 31,202 | $ 4,683 | ||||
Total Acquisitions [Member] | ||||||
Consideration transferred | ||||||
Initial consideration | 108,311 | |||||
Total consideration transferred | 108,311 | |||||
Less: identifiable assets acquired and liabilities assumed | ||||||
Working capital | (4,308) | |||||
Property and equipment | 74,193 | |||||
Right-of-use assets | 1,028 | |||||
Customer relationships | 15,530 | |||||
Long-term ARO | (3,695) | |||||
Long-term lease liabilities | (956) | |||||
Total identifiable net assets acquired | 81,792 | |||||
Goodwill | 26,519 | |||||
Fair value allocated to net assets acquired | 108,311 | |||||
Buckhorn | ||||||
Consideration transferred | ||||||
Initial consideration | $ 17,881 | 17,881 | ||||
Total consideration transferred | $ 17,881 | 17,881 | ||||
Less: identifiable assets acquired and liabilities assumed | ||||||
Working capital | 1,715 | |||||
Property and equipment | 10,937 | |||||
Customer relationships | 300 | |||||
Total identifiable net assets acquired | 12,952 | |||||
Goodwill | 4,929 | |||||
Fair value allocated to net assets acquired | 17,881 | |||||
Iron Mountain Energy | ||||||
Consideration transferred | ||||||
Initial consideration | $ 14,000 | 14,000 | ||||
Total consideration transferred | $ 14,000 | 14,000 | ||||
Less: identifiable assets acquired and liabilities assumed | ||||||
Working capital | (4,095) | |||||
Property and equipment | 17,749 | |||||
Long-term ARO | (1,725) | |||||
Total identifiable net assets acquired | 11,929 | |||||
Goodwill | 2,071 | |||||
Fair value allocated to net assets acquired | 14,000 | |||||
Tri-State Water Logistics | ||||||
Consideration transferred | ||||||
Initial consideration | $ 58,330 | 58,330 | ||||
Total consideration transferred | $ 58,330 | 58,330 | ||||
Less: identifiable assets acquired and liabilities assumed | ||||||
Working capital | (1,428) | |||||
Property and equipment | 37,727 | |||||
Right-of-use assets | 1,028 | |||||
Customer relationships | 8,620 | |||||
Long-term ARO | (1,595) | |||||
Long-term lease liabilities | (956) | |||||
Total identifiable net assets acquired | 43,396 | |||||
Goodwill | 14,934 | |||||
Fair value allocated to net assets acquired | 58,330 | |||||
Rockies produced water gathering and disposal infrastructure | ||||||
Consideration transferred | ||||||
Initial consideration | $ 18,100 | 18,100 | ||||
Total consideration transferred | $ 18,100 | 18,100 | ||||
Less: identifiable assets acquired and liabilities assumed | ||||||
Working capital | (500) | |||||
Property and equipment | 7,780 | |||||
Customer relationships | 6,610 | |||||
Long-term ARO | (375) | |||||
Total identifiable net assets acquired | 13,515 | |||||
Goodwill | 4,585 | |||||
Fair value allocated to net assets acquired | $ 18,100 |
ACQUISITIONS - 2023 Asset Acqui
ACQUISITIONS - 2023 Asset Acquisitions (Details) - Assets acquired from multiple entities $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Total Consideration, Asset Acquisition | $ 17.7 |
Acquisition related costs for asset acquisition | 0.2 |
Property and equipment | 15.9 |
Water inventory | 1 |
Customer relationships | 1.9 |
Asset retirement obligations and other liabilities | $ 1.1 |
REVENUE (Details)
REVENUE (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) region segment facility contract | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
REVENUE | |||
Number of reportable segments | segment | 3 | ||
Contract liability | $ 0 | $ 0 | |
Revenue | $ 366,548 | $ 416,592 | |
Number of long-term contracts | contract | 16 | ||
Accommodations and rentals | ASC 842 | |||
REVENUE | |||
Revenue | $ 20,300 | 21,700 | |
Permian Basin | |||
REVENUE | |||
Revenue | 168,423 | 198,030 | |
Rockies | |||
REVENUE | |||
Revenue | 56,683 | 47,547 | |
Eagle Ford | |||
REVENUE | |||
Revenue | 49,241 | 47,653 | |
Marcellus/Utica | |||
REVENUE | |||
Revenue | 37,335 | 42,173 | |
Haynesville/E. Texas | |||
REVENUE | |||
Revenue | 23,349 | 24,695 | |
Mid-Continent | |||
REVENUE | |||
Revenue | 19,481 | 28,021 | |
Bakken | |||
REVENUE | |||
Revenue | 15,135 | 31,211 | |
Eliminations and other regions | |||
REVENUE | |||
Revenue | $ (3,099) | $ (2,738) | |
Permian Basin, Haynesville and Bakken | Water Infrastructure | |||
REVENUE | |||
Number of revenue producing regions | facility | 3 | ||
Percentage of revenue | 83% | 79% | |
Permian Basin, Eagle Ford and Rockies | Water Services | |||
REVENUE | |||
Number of revenue producing regions | region | 3 | ||
Percentage of revenue | 74% | 66% | |
Permian Basin, Rockies and Eagle Ford | Oilfield Chemicals | |||
REVENUE | |||
Number of revenue producing regions | region | 3 | ||
Percentage of revenue | 90% | 87% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Significant components of inventory | |||
Raw materials | $ 24,466 | $ 25,183 | |
Finished goods | 13,170 | 13,470 | |
Total | 37,636 | 38,653 | |
Inventory adjustments | (33) | $ 75 | |
Inventory valuation reserves | $ 5,400 | $ 5,500 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property and equipment | |||
Property and equipment | $ 1,242,133 | $ 1,144,989 | |
Less accumulated depreciation | (650,952) | (627,408) | |
Total property and equipment, net | 591,181 | 517,581 | |
Accumulated depreciation related to finance leases | 800 | 700 | |
Depreciation and amortization expense | |||
Depreciation expense from property and equipment | 33,764 | $ 29,516 | |
Amortization expense from finance leases | 62 | 5 | |
Amortization expense from intangible assets | 4,070 | 3,761 | |
Accretion expense from asset retirement obligations | 254 | 256 | |
Total depreciation and amortization | 38,150 | $ 33,538 | |
Machinery and equipment | |||
Property and equipment | |||
Property and equipment | 613,140 | 608,780 | |
Buildings and leasehold improvements | |||
Property and equipment | |||
Property and equipment | 110,225 | 111,650 | |
Gathering and disposal infrastructure | |||
Property and equipment | |||
Property and equipment | 171,411 | 87,354 | |
Recycling facilities | |||
Property and equipment | |||
Property and equipment | 82,417 | 68,875 | |
Pipelines | |||
Property and equipment | |||
Property and equipment | 103,171 | 103,171 | |
Vehicles and equipment | |||
Property and equipment | |||
Property and equipment | 18,314 | 19,007 | |
Land | |||
Property and equipment | |||
Property and equipment | 33,100 | 23,745 | |
Computer equipment and software | |||
Property and equipment | |||
Property and equipment | 5,442 | 3,038 | |
Office furniture and equipment | |||
Property and equipment | |||
Property and equipment | 787 | 772 | |
Machinery and equipment - finance lease | |||
Property and equipment | |||
Property and equipment | 519 | 519 | |
Vehicles and equipment - finance lease | |||
Property and equipment | |||
Property and equipment | 27 | 27 | |
Computer equipment and software - finance lease | |||
Property and equipment | |||
Property and equipment | 884 | 883 | |
Construction in progress | |||
Property and equipment | |||
Property and equipment | $ 102,696 | $ 117,168 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in the Carrying Amounts of Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill | |
Goodwill | $ 31,202 |
Balance at the beginning of the period | 4,683 |
Additions | 26,519 |
Balance at the end of the period | 31,202 |
2024 acquisitions | |
Goodwill | |
Goodwill | 26,519 |
Balance at the end of the period | 26,519 |
Water Services | |
Goodwill | |
Goodwill | 1,438 |
Balance at the beginning of the period | 1,438 |
Balance at the end of the period | 1,438 |
Water Infrastructure | |
Goodwill | |
Goodwill | 29,764 |
Balance at the beginning of the period | 3,245 |
Additions | 26,519 |
Balance at the end of the period | $ 29,764 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value, definite-lived | $ 194,277 | $ 194,535 |
Accumulated Amortization, definite-lived | (73,659) | (74,271) |
Abandonment | (11,106) | |
Total | 120,618 | 109,158 |
Gross Value, Indefinite-lived | 7,031 | 7,031 |
Net Value, Indefinite-lived | 7,031 | 7,031 |
Intangible Assets, Gross (Excluding Goodwill) | 201,308 | 201,566 |
Intangible Assets, Net (Excluding Goodwill) | 127,649 | 116,189 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value, definite-lived | 180,130 | 164,600 |
Accumulated Amortization, definite-lived | (64,905) | (61,216) |
Total | 115,225 | 103,384 |
Patents and other intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value, definite-lived | 12,772 | 12,772 |
Accumulated Amortization, definite-lived | (7,436) | (7,090) |
Total | 5,336 | 5,682 |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value, definite-lived | 1,375 | 2,803 |
Accumulated Amortization, definite-lived | (1,318) | (2,711) |
Total | 57 | 92 |
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 [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Renewal term | 10 years | |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value, definite-lived | 14,360 | |
Accumulated Amortization, definite-lived | (3,254) | |
Abandonment | $ (11,106) |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Other Intangible Assets Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Definite-lived asstes | $ 120,618 | $ 109,158 |
Water rights | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Renewal term | 5 years | |
Water rights | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Renewal term | 10 years | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Definite-lived asstes | $ 115,225 | 103,384 |
Weighted-average remaining period | 9 years | |
Customer relationships | Total Acquisitions [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Definite-lived asstes | $ 15,500 | |
Weighted-average period | 12 years 9 months 18 days | |
Patents and other intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Definite-lived asstes | $ 5,336 | 5,682 |
Weighted-average remaining period | 4 years 4 months 24 days | |
Patents and other intellectual property | Total Acquisitions [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average period | 9 years 6 months | |
Other intangible assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Definite-lived asstes | $ 57 | $ 92 |
Weighted-average remaining period | 4 months 24 days | |
Water rights | Total Acquisitions [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average period | 10 years |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Annual Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Annual amortization of intangible assets | ||
Remainder of 2024 | $ 12,154 | |
2025 | 16,066 | |
2026 | 15,978 | |
2027 | 15,476 | |
2028 | 13,747 | |
Thereafter | 47,197 | |
Total | $ 120,618 | $ 109,158 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 17, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
DEBT | |||||
Variable interest rate (as a percent) | 5% | ||||
Unused line fee (as a percent) | 1% | ||||
Reduction in borrowing capacity | $ 17,100 | $ 17,100 | |||
Debt outstanding | 75,000 | ||||
Amortization of debt issuance costs | $ 122 | $ 122 | |||
Average excess availability, less than 33% of the commitments | Base Rate Advances | |||||
DEBT | |||||
Variable interest rate (as a percent) | 1.25% | ||||
Average excess availability, less than 33% of the commitments | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||
DEBT | |||||
Variable interest rate (as a percent) | 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% | ||||
Average excess availability, less than 66.67% of the commitments and more than or equal to 33.33% of the commitments | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||
DEBT | |||||
Variable interest rate (as a percent) | 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% | ||||
Average excess availability, more than or equal to 66.67% of the commitments | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||
DEBT | |||||
Variable interest rate (as a percent) | 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% | ||||
Revolving line of credit | |||||
DEBT | |||||
Maximum borrowing capacity | $ 270,000 | ||||
Interest rate for outstanding borrowings | 7.02% | ||||
Revolving line of credit | Letter of credit | |||||
DEBT | |||||
Maximum borrowing capacity | $ 247,900 | ||||
Senior secured credit facility | |||||
DEBT | |||||
Maximum borrowing capacity | 267,400 | ||||
Additional borrowing capacity | $ 135,000 | ||||
Percentage of borrowing base allowed | 35% | ||||
Margin (as a percent) | 2% | ||||
Unused portion of available borrowing | 155,800 | ||||
Debt issuance costs | $ 2,100 | ||||
Debt outstanding | 75,000 | 0 | |||
Unamortized Debt issuance Costs | $ 1,400 | $ 1,600 | |||
Senior secured credit facility | Minimum | |||||
DEBT | |||||
Percentage of borrowing base allowed | 30% | ||||
Variable interest rate (as a percent) | 1.75% | ||||
Senior secured credit facility | Maximum [Member] | |||||
DEBT | |||||
Variable interest rate (as a percent) | 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 [Member] | |||||
DEBT | |||||
Margin (as a percent) | 1.25% | ||||
Senior secured credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | |||||
DEBT | |||||
Margin (as a percent) | 1% | ||||
Senior secured credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum | |||||
DEBT | |||||
Margin (as a percent) | 1.75% | ||||
Senior secured credit facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | |||||
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 |
DEBT - Principal Maturities of
DEBT - Principal Maturities of Debt Outstanding (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
DEBT | |
2027 | $ 75,000 |
Total | $ 75,000 |
EQUITY-BASED COMPENSATION (Deta
EQUITY-BASED COMPENSATION (Details) | 3 Months Ended | |||||
Feb. 23, 2022 shares | Dec. 20, 2016 shares | Mar. 31, 2024 shares | Dec. 31, 2023 shares | May 08, 2020 shares | Nov. 01, 2017 shares | |
EQUITY-BASED COMPENSATION | ||||||
Ratio | 1 | |||||
Class A common stock | ||||||
EQUITY-BASED COMPENSATION | ||||||
Ratio | 1 | |||||
Class A-1 Common Stock | Private Placement | ||||||
EQUITY-BASED COMPENSATION | ||||||
Shares issued | 16,100,000 | |||||
Nuverra | ||||||
EQUITY-BASED COMPENSATION | ||||||
Number of shares converted | 1 | |||||
Nuverra | Class A common stock | ||||||
EQUITY-BASED COMPENSATION | ||||||
Conversion of common stock for resale | 0.2551 | |||||
2016 plan | ||||||
EQUITY-BASED COMPENSATION | ||||||
Maximum number of shares | 13,300,000 | |||||
Number of shares available for grant | 1,200,000 | |||||
2016 plan | Maximum [Member] | ||||||
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 | |||||
2017 Plan | Class A common stock | ||||||
EQUITY-BASED COMPENSATION | ||||||
Ratio | 1 | |||||
Number of shares available for grant | 55,769 | |||||
2017 Plan | Nuverra | ||||||
EQUITY-BASED COMPENSATION | ||||||
Maximum number of shares | 1,772,058 | |||||
2017 Plan | Nuverra | Class A common stock | ||||||
EQUITY-BASED COMPENSATION | ||||||
Number of shares available for grant | 131,110 | |||||
2018 Plan | Class A common stock | ||||||
EQUITY-BASED COMPENSATION | ||||||
Ratio | 1 | |||||
Number of shares available for grant | 14,736 | |||||
2018 Plan | Nuverra | Class A common stock | ||||||
EQUITY-BASED COMPENSATION | ||||||
Number of shares available for grant | 24,984 | |||||
Restricted Stock Awards | ||||||
EQUITY-BASED COMPENSATION | ||||||
Non-vested at end of period (in shares) | 2,698,571 | 3,758,692 | ||||
Restricted Stock Awards | 2018 Plan | Nuverra | ||||||
EQUITY-BASED COMPENSATION | ||||||
Maximum number of shares | 100,000 | |||||
Performance share units | ||||||
EQUITY-BASED COMPENSATION | ||||||
Non-vested at end of period (in shares) | 2,019,572 | 1,946,726 |
EQUITY-BASED COMPENSATION - Equ
EQUITY-BASED COMPENSATION - Equity Options Changed During Period (Details) - Employee Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Stock Options | ||
Beginning balance (in shares) | 1,654,952 | |
Granted (in shares) | 0 | |
Expired (in shares) | (187,408) | |
Ending balance (in shares) | 1,467,544 | 1,654,952 |
Ending balance, exercisable (in shares) | 1,467,544 | |
Weighted-average Exercise Price | ||
Beginning balance (in dollars per share) | $ 17.01 | |
Expired (in dollars per share) | 19.98 | |
Ending balance (in dollars per share) | 16.63 | $ 17.01 |
Ending balance, exercisable | $ 16.63 | |
Weighted-average Grant Date Value Term (Years) | ||
Outstanding | 3 years | 3 years 2 months 12 days |
Ending balance, exercisable | 3 years | |
Aggregate Intrinsic Value | ||
Ending balance, outstanding | $ 345 | |
Ending balance, exercisable | $ 345 |
EQUITY-BASED COMPENSATION - E_2
EQUITY-BASED COMPENSATION - Equity Options (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Class A common stock | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share Price | $ 9.23 | $ 7.59 |
EQUITY-BASED COMPENSATION - Res
EQUITY-BASED COMPENSATION - Restricted stock (Details) - Restricted Stock Awards - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
EQUITY-BASED COMPENSATION | ||
Offering period | 3 years | |
Compensation expense | $ 3.7 | $ 3.9 |
Unrecognized compensation expense | $ 18.7 | |
Weighted-average remaining life | 2 years 2 months 12 days | |
Restricted Stock Awards | ||
Beginning balance (in shares) | 3,758,692 | |
Granted (in shares) | 1,118,836 | |
Vested (in shares) | (2,118,938) | |
Forfeited (in shares) | (60,019) | |
Ending balance (in shares) | 2,698,571 | |
Weighted-average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 7.32 | |
Granted (in dollars per share) | 8.77 | |
Vested (in dollars per share) | 7.26 | |
Forfeited (in dollars per share) | 8.23 | |
Ending balance (in dollars per share) | $ 7.95 |
EQUITY-BASED COMPENSATION - Per
EQUITY-BASED COMPENSATION - Performance share units (Details) - Performance share units $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 USD ($) item | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) item | |
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 | $ 5.2 | $ 5.3 | $ 5 | |
Compensation expense | 2.6 | $ (0.9) | ||
Unrecognized compensation expense | $ 9.6 | |||
Weighted-average remaining life | 2 years 3 months 18 days | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target PSUs that can be earned | 0% | 0% | 0% | |
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target PSUs that can be earned | 2% | 1.75% | 1.75% | |
Peer Group Outside of Top 10 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned | 0% | 0% | 0% | |
Peer Group Top 10 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned | 50% | 50% | 50% | |
Peer Group Top 7 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned | 100% | 100% | 100% | |
Peer Group Top 3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned | 200% | 175% | 175% | |
Adjusted FCF Performance Percentage Less than 70% | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned | 0% | 0% | ||
Adjusted FCF Performance Percentage 70% | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned | 50% | 50% | ||
Adjusted FCF Performance Percentage 100% | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned | 100% | 100% | ||
Adjusted FCF Performance Percentage 130% | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned | 175% | 175% | ||
Absolute TSR less than 0% | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned | 0% | |||
Absolute TSR 0% | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned | 50% | |||
Absolute TSR 10% | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned | 100% | |||
Absolute TSR greater than or equal to 30% | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Percentage of Target Amount Earned | 200% |
EQUITY-BASED COMPENSATION - P_2
EQUITY-BASED COMPENSATION - Performance share units outstanding (Details) - Performance share units | 3 Months Ended |
Mar. 31, 2024 shares | |
Performance share units | |
Beginning balance (in shares) | 1,946,726 |
Target shares granted | 609,796 |
Vested (in shares) | (303,917) |
Target shares added by performance factor | 27,630 |
Target shares forfeited | (260,663) |
Ending balance (in shares) | 2,019,572 |
ROA vested percentage | 110% |
EQUITY-BASED COMPENSATION - Emp
EQUITY-BASED COMPENSATION - Employee Stock Purchase Plan (ESPP) (Details) | 3 Months Ended |
Mar. 31, 2024 | |
Minimum | ESPP | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Employee service period | 1 year |
EQUITY-BASED COMPENSATION - Sha
EQUITY-BASED COMPENSATION - Share-repurchases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Decrease in paid-in capital | $ 6,996,000 | $ 10,935,000 |
Class A common stock | 2016 plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Repurchase of common stock ( in shares) | 830,337 | 1,231,996 |
Number of shares repurchased with employee minimum tax withholding requirements | 425,207 | |
Decrease in paid-in capital | $ 7,000,000 | |
Decrease in Class A common stock | $ 8,000 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
FAIR VALUE MEASUREMENT | ||
Transfers into or out of all levels of the fair value hierarchy | $ 0 | $ 0 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jun. 23, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Minimum | Related Parties | ||||
RELATED PARTY TRANSACTIONS | ||||
Beneficial ownership (as a percent) | 5% | |||
Related Party | ||||
RELATED PARTY TRANSACTIONS | ||||
Revenue | $ 0.2 | $ 0.3 | ||
Purchases from related party vendors | $ 4.6 | 3.8 | ||
Tax Receivable Agreement | ||||
RELATED PARTY TRANSACTIONS | ||||
Percentage of net tax savings for payment to TRA Holders | 85% | 85% | ||
Tax Receivable Agreements, Liabilities | $ 38.2 | $ 38.2 | ||
Tax Receivable Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | ||||
RELATED PARTY TRANSACTIONS | ||||
Basis points | 171.513% | |||
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 | ||||
RELATED PARTY TRANSACTIONS | ||||
Purchases from related party vendors | $ 0.6 | 0.6 | ||
Rent of certain equipment or other services | Related Party | ||||
RELATED PARTY TRANSACTIONS | ||||
Purchases from related party vendors | 3 | 3 | ||
Management, consulting and other services | Related Party | ||||
RELATED PARTY TRANSACTIONS | ||||
Purchases from related party vendors | 0.6 | $ 0.2 | ||
Inventory and Consumables | Related Party | ||||
RELATED PARTY TRANSACTIONS | ||||
Purchases from related party vendors | $ 0.4 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
INCOME TAXES | |||
Current income tax expense | $ 323 | $ 204 | |
Deferred income tax expense (benefit) | 1,129 | (6) | |
Total income tax expense | $ 1,452 | $ 198 | |
Effective Tax Rate | 25.10% | 1.40% | |
Statutory tax rate (as a percent) | 21% | ||
Deferred tax assets | $ 61,900 |
NONCONTROLLING INTERESTS (Detai
NONCONTROLLING INTERESTS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
NONCONTROLLING INTERESTS | ||
Noncontrolling interests attributable to joint ventures formed for water-related services | $ 106 | $ 614 |
Noncontrolling interests attributable to holders of Class B common stock | 118,225 | 119,070 |
Total noncontrolling interests | $ 118,331 | $ 119,684 |
NONCONTROLLING INTERESTS - Effe
NONCONTROLLING INTERESTS - Effect of Changes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Effects of changes in noncontrolling interests on equity | ||
Net income attributable to Select Water Solutions, Inc. | $ 3,625 | $ 12,347 |
Transfers from (to) noncontrolling interests: | ||
Increase in additional paid-in capital as a result of restricted stock issuance, net of forfeitures | 1,085 | 1,143 |
Increase in additional paid-in capital as a result of vested PSUs | 311 | |
Increase (decrease) in additional paid-in capital as a result of the repurchase of SES Holdings LLC Units | 103 | (101) |
Change to equity from net income attributable to Select Water Solutions, Inc. and transfers from noncontrolling interests | $ 5,124 | $ 13,389 |
INCOME PER SHARE (Details)
INCOME PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Calculation of basic and diluted earnings per share: | ||
Antidilutive shares | 1,467,544 | 1,663,972 |
Net income | $ 3,875 | $ 13,705 |
Net income attributable to noncontrolling interests | (250) | (1,358) |
Net income attributable to Select Water Solutions, Inc.-basic | 3,625 | 12,347 |
Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of restricted stock | 8 | (14) |
Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of performance units | 7 | (9) |
Net income attributable to Select Water Solutions, Inc. - diluted | 3,640 | 12,324 |
Class A | ||
Calculation of basic and diluted earnings per share: | ||
Net income attributable to Select Water Solutions, Inc.-basic | 3,625 | 12,347 |
Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of restricted stock | 8 | (14) |
Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of performance units | 7 | (9) |
Net income attributable to Select Water Solutions, Inc. - diluted | $ 3,640 | $ 12,324 |
Weighted-average shares of common stock outstanding - basic | 99,224,604 | 105,403,461 |
Weighted-average shares of common stock outstanding - diluted | 101,373,063 | 106,888,813 |
Income per share, Basic (in dollars per share) | $ 0.04 | $ 0.12 |
Income per share, Diluted (in dollars per share) | $ 0.04 | $ 0.12 |
Class A | Restricted Stock | ||
Calculation of basic and diluted earnings per share: | ||
Dilutive effect | 1,168,335 | 914,862 |
Class A | Performance share units | ||
Calculation of basic and diluted earnings per share: | ||
Dilutive effect | 980,125 | 570,490 |
Class B | ||
Calculation of basic and diluted earnings per share: | ||
Weighted-average shares of common stock outstanding - basic | 16,221,101 | 16,221,101 |
Weighted-average shares of common stock outstanding - diluted | 16,221,101 | 16,221,101 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | |
SEGMENT INFORMATION | ||
Number of reportable segments | segment | 3 | |
Segment information | ||
Revenue | $ 366,548 | $ 416,592 |
Impairments and abandonments | 45 | 11,166 |
Income before taxes | 5,776 | 14,269 |
Depreciation and Amortization | 38,150 | 33,538 |
Capital Expenditures | 38,329 | 41,494 |
Income from operations | 7,005 | 11,999 |
Operating segment | Water Services | ||
Segment information | ||
Revenue | 230,581 | 275,848 |
Impairments and abandonments | 60 | |
Income before taxes | 18,631 | 21,331 |
Depreciation and Amortization | 21,114 | 22,601 |
Capital Expenditures | 10,198 | 23,702 |
Operating segment | Water Infrastructure | ||
Segment information | ||
Revenue | 63,854 | 56,592 |
Impairments and abandonments | 45 | |
Income before taxes | 9,586 | 9,351 |
Depreciation and Amortization | 13,901 | 8,260 |
Capital Expenditures | 26,653 | 14,824 |
Operating segment | Chemical Technologies | ||
Segment information | ||
Revenue | 75,073 | 86,598 |
Impairments and abandonments | 11,106 | |
Income before taxes | 5,771 | (358) |
Depreciation and Amortization | 1,877 | 2,083 |
Capital Expenditures | 1,542 | 2,406 |
Operating segment | Other | ||
Segment information | ||
Income before taxes | (3) | (4) |
Eliminations | ||
Segment information | ||
Revenue | (2,960) | (2,446) |
Corporate | ||
Segment information | ||
Income before taxes | (26,980) | (18,321) |
Depreciation and Amortization | 1,258 | 594 |
Capital Expenditures | (64) | 562 |
Material reconciling items | ||
Segment information | ||
Income from operations | 33,985 | 30,320 |
Interest expense, net | (1,272) | (1,483) |
Other income, net | $ 43 | $ 3,753 |
SEGMENT INFORMATION - Total Ass
SEGMENT INFORMATION - Total Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Segment Reporting Information [Line Items] | ||
Assets | $ 1,291,307 | $ 1,218,190 |
Operating segment | Water Services | ||
Segment Reporting Information [Line Items] | ||
Assets | 562,904 | 629,815 |
Operating segment | Water Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Assets | 498,140 | 364,587 |
Operating segment | Chemical Technologies | ||
Segment Reporting Information [Line Items] | ||
Assets | 161,346 | 152,437 |
Other | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 68,917 | $ 71,351 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - Subsequent Event - Trinity Environmental Services [Member] $ in Millions | Apr. 01, 2024 USD ($) facility |
Subsequent Events | |
Cash Consideration, Business Combinations | $ | $ 29.4 |
Miles Of Pipeline | 79 |
Future permits | |
Subsequent Events | |
Number of saltwater disposal facilities acquired | 9 |
Permian Basin | |
Subsequent Events | |
Number of saltwater disposal facilities acquired | 22 |
Barnett Shale | |
Subsequent Events | |
Number of saltwater disposal facilities acquired | 1 |
Gulf Coast | |
Subsequent Events | |
Number of slurry wells | 1 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 3,625 | $ 12,347 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |