Form: 424B3

Prospectus filed pursuant to Rule 424(b)(3)

May 18, 2018

 

Filed pursuant to Rule 424(b)(3)

Registration No. 333-222679

 

PROSPECTUS SUPPLEMENT No. 1

(To Prospectus Dated March 30, 2018)

 

6,653,777 Shares

 

GRAPHIC

 

Select Energy Services, Inc.

 

Class A Common Stock

 


 

This prospectus supplement No. 1 supplements the prospectus dated March 30, 2018 filed pursuant to Rule 424(b)(1) (the “Prospectus”) by Select Energy Services, Inc. Pursuant to the Prospectus, this prospectus supplement relates to the offering of 6,653,777 shares of Class A common stock by the selling shareholders named in the Prospectus.

 

This prospectus supplement incorporates into the Prospectus the information contained in our attached:

 

·                  Quarterly Report on Form 10-Q, for the quarter ended March 31, 2018, which was filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2018; and

 

·                  Current Reports on Form 8-K, which were filed with the SEC on May 7, 2018 and May 14, 2018.

 

You should read this prospectus supplement in conjunction with the Prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus.

 

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus.

 

Our Class A common stock are traded on the New York Stock Exchange under the symbol “WTTR.”

 

Investing in our Class A common stock involves risks. Please see “Risk Factors” beginning on page 3 of the Prospectus.

 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is May 18, 2018.

 



 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Form 10-Q

 

x           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2018

 

or

 

o              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                 to                

 

Commission File Number 001-38066

 

SELECT ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

81-4561945

(State of incorporation)

 

(IRS Employer
Identification Number)

 

 

 

515 Post Oak Boulevard, Suite 200
Houston, TX

 

77027

(Address of principal executive offices)

 

(Zip Code)

 

(713)  235-9500

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   Yes x    No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes x     No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

Smaller reporting company o

 

 

(Do not check if a smaller reporting company)

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

 

Indicate by check mark whether the registrant is a shell company.   Yes o    No x

 

As of May 7, 2018, the registrant had 66,254,863 shares of Class A common stock and 40,331,989 shares of Class B common stock outstanding.

 

 

 



 

SELECT ENERGY SERVICES, INC.

 

TABLE OF CONTENTS

 

 

 

Page

 

PART I—FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements (Unaudited)

5

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

38

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

50

 

 

 

Item 4.

Controls and Procedures

51

 

 

 

 

PART II—OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

52

 

 

 

Item 1A.

Risk Factors

52

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

52

 

 

 

Item 3.

Defaults upon Senior Securities

53

 

 

 

Item 4.

Mine Safety Disclosures

53

 

 

 

Item 5.

Other Information

53

 

 

 

Item 6.

Exhibits

53

 

2



 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q (the “Quarterly Report”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “preliminary,” “forecast,” and similar expressions or variations are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” included in our most recent Annual Report on Form 10-K and under the heading “Item 1A. Risk Factors” in this Quarterly Report. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.

 

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:

 

·                  the ultimate outcome and results of integrating our operations with the operations of Rockwater (as defined herein);

 

·                  the effects of our business combination with Rockwater, including the combined company’s future financial condition, results of operations, strategy and plans;

 

·                  potential adverse reactions or changes to business relationships resulting from the completion of the Rockwater Merger (as defined herein);

 

·                  expected benefits from the Rockwater Merger and the ability of the combined company to realize those benefits;

 

·                  the level of capital spending by U.S. and Canadian oil and gas companies;

 

·                  trends and volatility in oil and gas prices;

 

·                  demand for our services;

 

·                  regional impacts to our business, including our key infrastructure assets within the Bakken;

 

·                  our level of indebtedness and our ability to comply with covenants contained in our Credit Agreement (as defined herein) or future debt instruments;

 

·                  our access to capital to fund expansions, acquisitions and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms;

 

·                  our safety performance;

 

·                  the impact of current and future laws, rulings and governmental regulations, including those related to hydraulic fracturing, accessing water, disposing of wastewater, transferring produced water and various environmental matters;

 

·                  our ability to retain key management and employees;

 

3



 

·                 the impacts of competition on our operations;

 

·                 our ability to hire and retain skilled labor;

 

·                 delays or restrictions in obtaining permits by us or our customers;

 

·                 constraints in supply or availability of equipment used in our business;

 

·                 the impacts of advancements in drilling and well service technologies;

 

·                 changes in global political or economic conditions, generally, and in the markets we serve;

 

·                 accidents, weather, seasonality or other events affecting our business; and

 

·                 the other risks identified in our most recent Annual Report on Form 10-K, and under the headings “Item 1A. Risk Factors,” and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” (“MD&A”).

 

These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could have material adverse effects on our future results. Our future results will depend upon various other risks and uncertainties, including those described under “Risk Factors” in our most recent Annual Report on Form 10-K and under the heading “Item 1A. Risk Factors” in this Quarterly Report. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. All forward-looking statements attributable to us are qualified in their entirety by this cautionary note.

 

4



 

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

SELECT ENERGY SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

 

 

 

March 31,
2018

 

December 31,
2017

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

 

$

6,117

 

$

2,774

 

Accounts receivable trade, net of allowance for doubtful accounts of $3,341 and $2,979, respectively

 

407,046

 

373,633

 

Accounts receivable, related parties

 

7,206

 

7,669

 

Inventories

 

44,501

 

44,598

 

Prepaid expenses and other current assets

 

20,295

 

17,842

 

Total current assets

 

485,165

 

446,516

 

Property and equipment

 

1,051,970

 

1,034,995

 

Accumulated depreciation

 

(578,220

)

(560,886

)

Property and equipment, net

 

473,750

 

474,109

 

Goodwill

 

275,795

 

273,421

 

Other intangible assets, net

 

152,215

 

156,066

 

Other assets

 

4,084

 

6,256

 

Total assets

 

$

1,391,009

 

$

1,356,368

 

Liabilities and Equity

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

62,415

 

$

52,579

 

Accounts payable and accrued expenses, related parties

 

2,600

 

2,772

 

Accrued salaries and benefits

 

20,222

 

21,324

 

Accrued insurance

 

11,928

 

12,510

 

Sales tax payable

 

12,570

 

12,931

 

Accrued expenses and other current liabilities

 

91,400

 

81,112

 

Current portion of capital lease obligations

 

1,706

 

1,965

 

Total current liabilities

 

202,841

 

185,193

 

Accrued lease obligations

 

18,321

 

18,979

 

Other long term liabilities

 

13,577

 

13,827

 

Long-term debt

 

75,000

 

75,000

 

Total liabilities

 

309,739

 

292,999

 

Commitments and contingencies (Note 9)

 

 

 

 

 

Class A common stock, $0.01 par value; 350,000,000 shares authorized and 66,258,163 shares issued and outstanding as of March 31, 2018; 350,000,000 shares authorized and 59,182,176 shares issued and outstanding as of December 31, 2017

 

662

 

592

 

Class A-2 common stock, $0.01 par value; 40,000,000 shares authorized, no shares issued or outstanding as of March 31, 2018; 40,000,000 shares authorized, 6,731,845 shares issued and outstanding as of December 31, 2017

 

—

 

67

 

Class B common stock, $0.01 par value; 150,000,000 shares authorized and 40,331,989 shares issued and outstanding as of March 31, 2018; 150,000,000 shares authorized and 40,331,989 shares issued and outstanding as of December 31, 2017

 

404

 

404

 

Preferred stock, $0.01 par value; 50,000,000 shares authorized and no shares issued and outstanding as of March 31, 2018 and December 31, 2017

 

—

 

—

 

Additional paid-in capital

 

675,895

 

673,141

 

Accumulated deficit

 

(7,760

)

(17,859

)

Accumulated other comprehensive income

 

43

 

302

 

Total stockholders’ equity

 

669,244

 

656,647

 

Noncontrolling interests

 

412,026

 

406,722

 

Total equity

 

1,081,270

 

1,063,369

 

Total liabilities and equity

 

$

1,391,009

 

$

1,356,368

 

 

The accompanying notes to consolidated financial statements are an integral part of these financial statements.

 

5



 

SELECT ENERGY SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except share and per share data)

 

 

 

Three Months Ended
March 31,

 

 

 

2018

 

2017

 

Revenue

 

 

 

 

 

Water solutions and related services

 

$

281,555

 

$

78,377

 

Accommodations and rentals

 

14,744

 

9,515

 

Wellsite completion and construction services

 

16,466

 

12,033

 

Oilfield chemical product sales

 

63,630

 

—

 

Total revenue

 

376,395

 

99,925

 

Costs of revenue

 

 

 

 

 

Water solutions and related services

 

215,425

 

60,621

 

Accommodations and rentals

 

10,665

 

7,923

 

Wellsite completion and construction services

 

14,390

 

10,419

 

Oilfield chemical product sales

 

57,084

 

—

 

Depreciation and amortization

 

30,882

 

21,204

 

Total costs of revenue

 

328,446

 

100,167

 

Gross profit (loss)

 

47,949

 

(242

)

Operating expenses

 

 

 

 

 

Selling, general and administrative

 

25,681

 

9,957

 

Depreciation and amortization

 

541

 

446

 

Impairment of investment

 

2,000

 

—

 

Lease abandonment costs

 

1,124

 

1,863

 

Total operating expenses

 

29,346

 

12,266

 

Income (loss) from operations

 

18,603

 

(12,508

)

Other income (expense)

 

 

 

 

 

Interest expense, net

 

(1,151

)

(730

)

Foreign currency losses, net

 

(400

)

—

 

Other (expense) income, net

 

(458

)

1,064

 

Income (loss) before tax expense

 

16,594

 

(12,174

)

Tax expense

 

(462

)

(106

)

Net income (loss)

 

16,132

 

(12,280

)

Less: net (income) loss attributable to noncontrolling interests

 

(6,033

)

8,108

 

Net income (loss) attributable to Select Energy Services, Inc.

 

$

10,099

 

$

(4,172

)

 

 

 

 

 

 

Net income (loss) per share attributable to common stockholders (Note 15):

 

 

 

 

 

Class A—Basic

 

$

0.15

 

$

(0.21

)

Class A-1—Basic

 

$

—

 

$

(0.21

)

Class A-2—Basic

 

$

0.15

 

$

—

 

Class B—Basic

 

$

—

 

$

—

 

 

 

 

 

 

 

Net income (loss) per share attributable to common stockholders (Note 15):

 

 

 

 

 

Class A—Diluted

 

$

0.15

 

$

(0.21

)

Class A-1—Diluted

 

$

—

 

$

(0.21

)

Class A-2—Diluted

 

$

0.15

 

$

—

 

Class B—Diluted

 

$

—

 

$

—

 

 

The accompanying notes to consolidated financial statements are an integral part of these financial statements.

 

6



 

SELECT ENERGY SERVICES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

(in thousands)

 

 

 

Three Months Ended
March 31,

 

 

 

2018

 

2017

 

Net income (loss)

 

$

16,132

 

$

(12,280

)

Other comprehensive income (loss)

 

 

 

 

 

Foreign currency translation adjustment, net of tax of $0

 

(259

)

—

 

Net change in unrealized loss

 

(259

)

—

 

Comprehensive income (loss)

 

15,873

 

(12,280

)

Less: comprehensive (income) loss attributable to noncontrolling interests

 

(5,936

)

8,108

 

Comprehensive income (loss) attributable to Select Energy Services, Inc.

 

$

9,937

 

$

(4,172

)

 

The accompanying notes to consolidated financial statements are an integral part of these financial statements.

 

7



 

SELECT ENERGY SERVICES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(unaudited)

(in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

Class A-2

 

Class B

 

Preferred

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Stockholders

 

Stockholders

 

Stockholders

 

Stockholders

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

 

Class A-2

 

 

 

Class B

 

 

 

 

 

Additional

 

 

 

Comprehensive

 

Total

 

 

 

 

 

 

 

 

 

Common

 

 

 

Common

 

 

 

Common

 

 

 

Preferred

 

Paid-In

 

Accumulated

 

Income

 

Stockholders’

 

Noncontrolling

 

 

 

 

 

Shares

 

Stock

 

Shares

 

Stock

 

Shares

 

Stock

 

Shares

 

Stock

 

Capital

 

Deficit

 

(Loss)

 

Equity

 

Interests

 

Total

 

Balance as of December 31, 2017

 

59,182,176

 

$

592

 

6,731,845

 

$

67

 

40,331,989

 

$

404

 

—

 

$

—

 

$

673,141

 

$

(17,859

)

$

302

 

$

656,647

 

$

406,722

 

$

1,063,369

 

Conversion of Class A-2 to Class A

 

6,731,839

 

67

 

(6,731,839

)

(67

)

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

Equity-based compensation

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

1,542

 

—

 

—

 

1,542

 

939

 

2,481

 

Issuance of restricted shares

 

331,389

 

3

 

—

 

—

 

—

 

—

 

—

 

—

 

1,421

 

—

 

—

 

1,424

 

(1,424

)

—

 

Exercise of restricted stock units

 

27,235

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

2

 

—

 

—

 

2

 

(2

)

—

 

Stock options exercised

 

19,398

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

81

 

—

 

—

 

81

 

49

 

130

 

Repurchase of common stock

 

(15,234

)

—

 

(6

)

—

 

—

 

—

 

—

 

—

 

(222

)

—

 

—

 

(222

)

(42

)

(264

)

Restricted shares forfeited

 

(18,640

)

—

 

—

 

—

 

—

 

—

 

—

 

—

 

(70

)

—

 

—

 

(70

)

70

 

—

 

Noncontrolling interest in subsidiary

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

(161

)

(161

)

Foreign currency translation adjustment

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

(259

)

(259

)

(158

)

(417

)

Net income

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

10,099

 

—

 

10,099

 

6,033

 

16,132

 

Balance as of March 31, 2018

 

66,258,163

 

$

662

 

—

 

$

—

 

40,331,989

 

$

404

 

—

 

$

—

 

$

675,895

 

$

(7,760

)

$

43

 

$

669,244

 

$

412,026

 

$

1,081,270

 

 

 

 

Class A

 

Class A-1

 

Class A-2

 

Class B

 

Preferred

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

Stockholders

 

Stockholders

 

Stockholders

 

Stockholders

 

Stockholders

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

 

Class A-1

 

 

 

Class A-2

 

 

 

Class B

 

 

 

 

 

Additional

 

 

 

Comprehensive

 

Total

 

 

 

 

 

 

 

 

 

Common

 

 

 

Common

 

 

 

Common

 

 

 

Common

 

 

 

Preferred

 

Paid-In

 

Accumulated

 

Income

 

Stockholders’

 

Noncontrolling

 

 

 

 

 

Shares

 

Stock

 

Shares

 

Stock

 

Shares

 

Stock

 

Shares

 

Stock

 

Shares

 

Stock

 

Capital

 

Deficit

 

(Loss)

 

Equity

 

Interests

 

Total

 

Balance as of December 31, 2016

 

3,802,972

 

$

38

 

16,100,000

 

$

161

 

—

 

$

—

 

38,462,541

 

$

385

 

—

 

$

—

 

$

113,175

 

$

(1,043

)

$

—

 

$

112,716

 

$

221,992

 

$

334,708

 

Issuance of shares for acquisition

 

274,998

 

3

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

2,495

 

—

 

—

 

2,498

 

3,002

 

5,500

 

Equity-based compensation

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

221

 

—

 

—

 

221

 

422

 

643

 

Net loss

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

—

 

(4,172

)

—

 

(4,172

)

(8,108

)

(12,280

)

Balance as of March 31, 2017

 

4,077,970

 

$

41

 

16,100,000

 

$

161

 

—

 

$

—

 

38,462,541

 

$

385

 

—

 

$

—

 

$

115,891

 

$

(5,215

)

$

—

 

$

111,263

 

$

217,308

 

$

328,571

 

 

The accompanying notes to consolidated financial statements are an integral part of these financial statements.

 

8



 

SELECT ENERGY SERVICES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

 

 

 

Three Months Ended March 31,

 

 

 

2018

 

2017

 

Cash flows from operating activities

 

 

 

 

 

Net income (loss)

 

$

16,132

 

$

(12,280

)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

 

 

 

 

 

Depreciation and amortization

 

31,423

 

21,650

 

Loss (gain) on disposal of property and equipment

 

554

 

(1,105

)

Bad debt expense

 

485

 

334

 

Amortization of debt issuance costs

 

172

 

309

 

Equity-based compensation

 

2,481

 

643

 

Impairment of investment

 

2,000

 

—

 

Other operating items, net

 

117

 

—

 

Changes in operating assets and liabilities

 

 

 

 

 

Accounts receivable

 

(33,691

)

(21,157

)

Prepaid expenses and other assets

 

(1,017

)

1,337

 

Accounts payable and accrued liabilities

 

16,549

 

2,333

 

Net cash provided by (used in) operating activities

 

35,205

 

(7,936

)

Cash flows from investing activities

 

 

 

 

 

Acquisitions, net of cash received

 

—

 

(49,004

)

Purchase of property and equipment

 

(32,612

)

(10,806

)

Proceeds received from sale of property and equipment

 

1,609

 

1,753

 

Net cash used in investing activities

 

(31,003

)

(58,057

)

Cash flows from financing activities

 

 

 

 

 

Proceeds from revolving line of credit and issuance of long-term debt

 

—

 

34,000

 

Payments of capital lease obligations

 

(511

)

—

 

Proceeds from share issuance

 

130

 

—

 

Distributions to noncontrolling interests

 

(161

)

—

 

Share repurchases

 

(264

)

—

 

Net cash (used in) provided by financing activities

 

(806

)

34,000

 

Effect of exchange rate changes on cash

 

(53

)

—

 

Net increase (decrease) in cash and cash equivalents

 

3,343

 

(31,993

)

Cash and cash equivalents, beginning of period

 

2,774

 

40,041

 

Cash and cash equivalents, end of period

 

$

6,117

 

$

8,048

 

Supplemental cash flow disclosure:

 

 

 

 

 

Cash paid for interest

 

$

991

 

$

427

 

Cash paid for taxes

 

$

344

 

$

12

 

Supplemental disclosure of noncash investing activities:

 

 

 

 

 

Capital expenditures included in accounts payable and accrued liabilities

 

$

9,632

 

$

4,766

 

 

The accompanying notes to consolidated financial statements are an integral part of these financial statements.

 

9



 

SELECT ENERGY SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1—BUSINESS AND BASIS OF PRESENTATION

 

Description of the business:  Select Energy Services, Inc. (‘we,” “Select Inc.” or “the Company”) was incorporated as a Delaware corporation on November 21, 2016. The Company is a holding company whose sole material asset consists of a membership interest in SES Holdings, LLC (“SES Holdings”).

 

On November 1, 2017, the Company completed the transactions in which subsidiaries of Select Inc. and SES Holdings merged with Rockwater Energy Solutions, Inc. (“Rockwater”) and Rockwater Energy Solutions, LLC (“Rockwater LLC”), respectively, in a stock-for-stock or unit-for-unit transaction (the “Rockwater Merger”). See Note 3—Acquisitions for further discussion.

 

We are a leading provider of total water management and chemical solutions to the oil and gas industry in the United States and Western Canada. The oilfield water services market has grown rapidly over the past decade, driven by advances in drilling, completion and production technologies. Within the major onshore oil and gas plays in the United States, we believe we are a market leader in sourcing, transfer (both by permanent pipeline and temporary hose) and temporary containment of water prior to its use in drilling and completion activities associated with hydraulic fracturing or “fracking,” which we collectively refer to as “pre-frac water services.” We also provide well testing and flowback services immediately following the well completion and in most of our areas of operations, we provide additional complementary water-related services that support oil and gas well completion and production activities including monitoring, treatment, hauling, recycling and disposal. In addition to our water-related services, we also develop and manufacture specialty chemicals used in frac fluid systems and production chemicals used to enhance performance over the life of a well. Furthermore, we develop and manufacture chemicals required by oil and gas companies to maintain and enhance oil and gas production over the life of a typical well. We believe we are the only oilfield services company that provides total water solutions together with complementary chemical products and related expertise, which we believe gives us a unique competitive advantage in our industry.

 

We also offer wellsite services that complement our total water management and chemical solutions offering. These services include equipment rental, accommodations, crane and logistics services, wellsite and pipeline construction, field and well services, sand hauling and fluids logistic services. In addition, we provide water transfer, fluids hauling, containment and rental services in Canada.

 

Reorganization:  On December 20, 2016, Select Inc. completed a private placement (the “Select 144A Offering”) of 16,100,000 shares of Select Inc. Class A-1 common stock, par value $0.01 per share (“Class A-1 Common Stock”) at an offering price of $20.00 per share. In conjunction with the Select 144A Offering, SES Holdings’ then existing Class A and Class B units were converted into a single class of common units (the “SES Holdings LLC Units”) and SES Holdings effected a 10.3583 for 1 unit split. In exchange for the contribution of all net proceeds from the Select 144A Offering to SES Holdings, SES Holdings issued 16,100,000 SES Holdings LLC Units to Select Inc., and Select Inc. became the sole managing member of SES Holdings. Select Inc. issued 38,462,541 shares of its Class B common stock, par value $0.01 per share (“Class B Common Stock”), to the other member of SES Holdings, SES Legacy Holdings, LLC (“Legacy Owner Holdco”) or one share for each SES Holdings LLC Unit held by Legacy Owner Holdco. Select Inc. also acquired 3,802,972 SES Holdings LLC Units from certain legacy owners (the “Contributing Legacy Owners”) in exchange for the issuance of 3,802,972 shares of Select Inc. Class A common stock, par value $0.01 per share (“Class A Common Stock”). Upon the effectiveness on June 13, 2017 of a shelf registration statement registering such shares for resale, all shares of Class A-1 Common Stock converted into shares of Class A Common Stock on a one-for-one basis. Refer below for further discussion. Shareholders of Class A Common Stock, and Class B Common Stock vote together as a single class on all matters, subject to certain exceptions in the Company’s amended and restated certificate of incorporation. Holders of Class B Common Stock have voting rights only and are not entitled to an economic interest in Select Inc. based on their ownership of Class B Common Stock. The reorganization transactions were treated as a combination of entities under common control with assets and liabilities transferred at their carrying amounts in a manner similar to a pooling of interests.

 

10



 

Initial Public Offering: On April 26, 2017, the Company completed its initial public offering (“IPO”) of 8,700,000 shares of Class A Common Stock at a price of $14.00 per share. On May 10, 2017, the underwriters of the IPO exercised their over-allotment option to purchase an additional 1,305,000 shares of Class A Common Stock at the IPO price of $14.00 per share. After deducting underwriting discounts and commissions and estimated offering expenses payable by it, the Company received $128.5 million of the aggregate net proceeds from the IPO (including the over-allotment option). The Company contributed all of the net proceeds received by it to SES Holdings in exchange for SES Holdings LLC Units. SES Holdings used the net proceeds in the following manner: (i) $34.0 million was used to repay borrowings incurred under the Company’s Previous Credit Facility (as defined and discussed in Note 8) to fund the cash portion of the purchase price of the GRR Acquisition, as defined below, (ii) $7.8 million was used for the cash settlement of outstanding phantom unit awards and (iii) the remaining net proceeds were intended to be used for general corporate purposes, including funding capital expenditures.

 

Rockwater Merger: On November 1, 2017, we completed the Rockwater Merger, as contemplated by the Agreement and Plan of Merger, dated as of July 18, 2017 (the “Merger Agreement”), by and among us, SES Holdings, Raptor Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary, Raptor Merger Sub, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of SES Holdings, Rockwater and Rockwater LLC. Pursuant to the Merger Agreement, we combined with Rockwater in a stock-for-stock transaction in which we issued approximately 25.9 million shares of Class A Common Stock, 6.7 million shares of Select Inc. Class A-2 common stock, par value $0.01 (the “Class A-2 Common Stock”) and 4.4 million shares of Class B Common Stock to the former holders of Rockwater common stock and a unit-for-unit transaction in which SES Holdings issued approximately 37.3 million common units of SES Holdings (each, an “SES Holdings LLC Unit”) to the former holders of units in Rockwater LLC (each, a “Rockwater LLC Unit”). See Note 3 — Acquisitions for further discussion.

 

Credit Agreement:  Concurrent with the Rockwater Merger, the Company entered into the Credit Agreement, a $300.0 million senior secured revolving credit facility. In addition, the obligations under the Previous Credit Facility were repaid in full and the Previous Credit Facility was terminated. See Note 8—Debt for further discussion.

 

Exchange rights:  Under the Eighth Amended and Restated Limited Liability Company Agreement of SES Holdings (the “SES Holdings LLC Agreement”), Legacy Owner Holdco and its permitted transferees have the right (an “Exchange Right”) to cause SES Holdings to acquire all or a portion of its SES Holdings LLC Units for, at SES Holdings’ election, (i) shares of Class A Common Stock at an exchange ratio of one share of Class A Common Stock for each SES Holdings LLC Unit exchanged, subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions or (ii) cash in an amount equal to the Cash Election Value (as defined within the SES Holdings LLC Agreement) of such Class A Common Stock. Alternatively, upon the exercise of any Exchange Right, Select Inc. has the right (the “Call Right”) to acquire the tendered SES Holdings LLC Units from the exchanging unitholder for, at its election, (i) the number of shares of Class A Common Stock the exchanging unitholder would have received under the Exchange Right or (ii) cash in an amount equal to the Cash Election Value of such Class A Common Stock. In connection with any exchange of SES Holdings LLC Units pursuant to an Exchange Right or Call Right, the corresponding number of shares of Class B Common Stock will be cancelled.

 

11



 

Registration rights:  In December 2016, in connection with the closing of the Select 144A Offering, Select Inc. entered into a registration rights agreement with FBR Capital Markets & Co. for the benefit of the investors in the Select 144A Offering. Under this registration rights agreement, the Company agreed, at its expense, to file with the U.S Securities and Exchange Commission (“SEC”), in no event later than April 30, 2017, a shelf registration statement registering for resale the 16,100,000 shares of Class A Common Stock issuable upon conversion of the Class A-1 Common Stock sold in the Select 144A Offering plus any additional shares of Class A-1 Common Stock issued in respect thereof whether by stock dividend, stock distribution, stock split or otherwise, and to use commercially reasonable efforts to cause such registration statement to be declared effective by the SEC as soon as practicable but in any event within 60 days after the closing of the IPO. The Company filed this registration statement with the SEC on April 28, 2017 and this registration statement was declared effective by the SEC on June 13, 2017. Accordingly, each share of Class A-1 Common Stock outstanding automatically converted into a share of Class A Common Stock on a one-for-one basis at that time. In addition, Legacy Owner Holdco has the right, under certain circumstances, to cause the Company to register the shares of Class A Common Stock obtained pursuant to the Exchange Right.

 

Rockwater Registration Rights Agreement: In connection with the closing of the Rockwater Merger, pursuant to that certain Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), dated as of November 1, 2017, by and between Rockwater and Select Inc., Rockwater assigned, and Select Inc. assumed, Rockwater’s rights and obligations under that certain Registration Rights Agreement made and entered into as of February 16, 2017, between Rockwater and FBR Capital Markets & Co. (as assumed by Select Inc. pursuant to the Assignment and Assumption Agreement, the “Rockwater Registration Rights Agreement”). Under the Rockwater Registration Rights Agreement, Select Inc. agreed, at its expense, to file with the SEC a shelf registration statement registering for resale shares of Class A Common Stock into which the outstanding shares of Class A-2 Common Stock were convertible, and to cause such registration statement to be declared effective by the SEC as soon as practicable but in any event within 180 days after the initial filing of such registration statement

 

On January 12, 2018, the Company, pursuant to the Rockwater Registration Rights Agreement, filed with the SEC a shelf registration statement registering for resale of 6,653,777 shares of Class A Common Stock into which certain of the outstanding shares of Class A-2 Common Stock registered under such registration statement were convertible. Pursuant to the Company’s Third Amended and Restated Certificate of Incorporation, upon the effectiveness of this registration statement on March 29, 2018,  each outstanding share of Class A-2 Common Stock converted automatically into a share of Class A Common Stock on a one-for-one basis. No shares of Class A-2 Common Stock are currently outstanding.

 

Tax receivable agreements:  In connection with the Company’s restructuring at the Select 144A Offering, Select Inc. entered into two tax receivable agreements (the “Tax Receivable Agreements”) with Legacy Owner Holdco and certain other affiliates of the then-holders of SES Holdings LLC Units (each such person and any permitted transferee thereof, a “TRA Holder” and together, the “TRA Holders”). On July 18, 2017, the Company’s board of directors approved amendments to each of the Tax Receivable Agreements. See Note 12—Related Party Transactions for further discussion.

 

Basis of presentation:  The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the 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. Accordingly, the accompanying unaudited interim consolidated financial statements and related notes should be read in conjunction with the Company’s annual consolidated financial statements and related notes included in the annual report on Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Form 10-K”), filed with the SEC on March 19, 2018.  The unaudited interim consolidated financial statements include the accounts of the Company and all of its majority-owned or controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

 

12



 

In the opinion of management, all adjustments which are of a normal recurring nature and considered necessary for a fair presentation of the Company’s interim financial statements have been included in these unaudited interim consolidated financial statements. Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2018.

 

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. As of March 31, 2018, the Company has no equity method investees and one cost method investee. The Company’s investments are reviewed for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. When circumstances indicate that the fair value of its investment is less than its carrying value and the reduction in value is other than temporary, the reduction in value is recognized in earnings. During the three months ended March 31, 2018, the Company determined that its cost method investee was no longer fully recoverable and was written down to its estimated fair value of $0.5 million. The impairment expense of $2.0 million is included in impairment of investment within the consolidated statement of operations.

 

Reclassifications: Certain reclassifications have been made to the Company’s prior period consolidated financial information in order to conform to the current period presentation. These presentation changes did not impact the Company’s consolidated net income, total assets, total liabilities or total stockholders’ equity.

 

13



 

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 years ended December 31, 2017, 2016 and 2015 included in the Company’s most recent Annual Report on Form 10-K. There have been no significant changes in such policies or the application of such policies during the quarter ended March 31, 2018.

 

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 recoverability of long-lived assets and intangibles, useful lives used in depreciation and amortization, uncollectible accounts receivable, income taxes, self-insurance liabilities, share-based compensation and contingent liabilities. The Company bases its estimates on historical and other pertinent information that are believed to be reasonable under the circumstances. The accounting estimates used in the preparation of the consolidated financial statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes.

 

Change in depreciable lives of property and equipment: In accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis. This review indicated that the economic lives of the assets were longer than the historic asset lives previously used by Select Inc. As a result, effective January 1, 2018, the Company changed its estimates of the useful lives of certain assets included in vehicles & equipment and machinery & equipment to better reflect the estimated periods during which these assets will remain in service. The average estimated useful lives of the assets impacted in vehicles and equipment category increased from 6.0 to 8.1 years while the average estimated useful lives of assets impacted in machinery & equipment increased from 5.5 years to 6.9 years. The change in the estimated useful lives of fixed assets is change implemented on a prospective basis and does not require restatement of previously reported depreciation and amortization. The effect of this change in accounting estimates was to reduce depreciation and amortization expense by $4.7 million, increase net income by $4.7 million and increase basic and diluted earnings per share by $0.04 each attributable to Class A and Class A-2 stockholders.

 

Emerging Growth Company status:  Under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company is an “emerging growth company,” or an “EGC,” which allows the Company to have an extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. The Company intends to take advantage of all of the reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act until the Company is no longer an emerging growth company. The Company’s election to use the phase-in periods permitted by this election may make it difficult to compare the Company’s financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the longer phase-in periods under Section 107 of the JOBS Act and who will comply with new or revised financial accounting standards. If the Company was to subsequently elect to immediately comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

 

The Company will remain an emerging growth company until, at the latest, December 31, 2022, the last day of the fiscal year following the fifth anniversary of our IPO, although we will lose that status sooner if we have $1.07 billion or more in revenues in a fiscal year, have more than $700 million in market value of our common stock held by non-affiliates as of any June 30 or issue more than $1.0 billion of non-convertible debt over a rolling three-year period.

 

14



 

Recent accounting pronouncements:  In May 2014, the Financial Accounting Standards Board (the “FASB”) issued an Accounting Standards Update (“ASU”) on a comprehensive new revenue recognition standard that will supersede Accounting Standards Codification (“ASC”) 605, Revenue Recognition. ASU 2014-09, Revenue from Contracts with Customers, creates a framework under which an entity will allocate the transaction price to separate performance obligations and recognize revenue when each performance obligation is satisfied. Under the new standard, entities will be required to use judgment and make estimates, including identifying performance obligations in a contract, estimating the amount of variable consideration to include in the transaction price, allocating the transaction price to each separate performance obligation and determining when an entity satisfies its performance obligations. The standard allows for either “full retrospective” adoption, meaning that the standard is applied to all of the periods presented with a cumulative catch-up as of the earliest period presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements with a cumulative catch-up as of the current period. In August 2015, the FASB decided to defer the original effective date by one year to be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. As an EGC utilizing the extended transition period for new accounting pronouncements, this pronouncement is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. In accordance with the JOBS Act, the Company is afforded the extended transition period and therefore is not required to adopt the ASU until January 1, 2019. The Company has assembled a team to scope the project, identify relevant revenue streams and understand the revenue recognition implications of the new guidance. The Company is currently evaluating whether the adoption of the ASU will have a material impact on its consolidated financial statements and related disclosures, and internal controls over financial reporting, and the Company has not yet determined the method by which it will adopt the standard.

 

In February 2016, the FASB issued ASU 2016-02, Leases, which introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in the current accounting guidance as well as the FASB’s new revenue recognition standard. However, the ASU eliminates the use of bright-line tests in determining lease classification as required in the current guidance. The ASU also requires additional qualitative disclosures along with specific quantitative disclosures to better enable users of financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. As an EGC utilizing the extended transition period for new accounting pronouncements, this pronouncement is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, using a modified retrospective approach. The Company is currently evaluating the impact that the new accounting guidance will have on its consolidated financial statements and related disclosures.

 

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for share-based payment award transactions. ASU 2016-09 was effective for annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. As an EGC utilizing the extended transition period for new accounting pronouncements, this pronouncement was effective for annual reporting periods beginning after December 15, 2017, and interim periods within fiscal years beginning after December 15, 2018. Certain amendments in this update should be applied prospectively, while other amendments in the update should be applied retrospectively, with early adoption permitted in any interim or annual period. The Company is currently evaluating the impact that the new accounting guidance will have on its consolidated financial statements and related disclosures.

 

15



 

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments, which addresses the classification and presentation of eight specific cash flow issues that currently result in diverse practices. The amendments provide guidance in the presentation and classification of certain cash receipts and cash payments in the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies and distributions received from equity method investees. ASU 2016-15 was effective for annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. As an EGC utilizing the extended transition period for new accounting pronouncements, this pronouncement is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The amendments in this ASU should be applied using a retrospective approach. The Company is currently evaluating the impact that the new accounting guidance will have on its consolidated financial statements and related disclosures.

 

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update was effective for fiscal years and interim periods within fiscal years beginning after December 15, 2017. As an EGC utilizing the extended transition period for new accounting pronouncements, this pronouncement is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The amendments in this ASU should be applied prospectively. The Company is currently evaluating the impact that the new accounting guidance will have on its consolidated financial statements and related disclosures.

 

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment. This pronouncement removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This update is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2019. As an EGC utilizing the extended transition period for new accounting pronouncements, this pronouncement is effective for annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2021. The amendments in this ASU should be applied prospectively. The Company is currently evaluating the impact that the new accounting guidance will have on its consolidated financial statements and related disclosures.

 

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting. This pronouncement provides guidance about which changes to the terms and conditions of a share-based payment award require an entity to apply modification accounting in ASC 718. This update was effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. As an EGC utilizing the extended transition period for new accounting pronouncements, this pronouncement is effective for annual reporting periods beginning after December 15, 2017, and interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The pronouncement should be applied prospectively to an award modified on or after the adoption date. This ASU became effective for the Company in 2018, and the adoption of this guidance did not materially affect its consolidated financial statements and related disclosures.

 

In January 2018, the FASB issued ASU 2018-01, Land Easements. The amendments in this update permit an entity to elect an optional transition practical expedient to not evaluate under Topic 842 land easements that exist or expired before the entity’s adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in ASU 2016-02. The Company is currently evaluating the impact that the new accounting guidance will have on its consolidated financial statements and related disclosures.

 

16



 

NOTE 3— ACQUISITIONS

 

Business combinations

 

Rockwater Merger

 

On November 1, 2017, the Company completed the Rockwater Merger in which the Company combined with Rockwater. Total consideration was $620.2 million based on the closing price of the Company’s shares of Class A Common Stock on November 1, 2017. Consideration transferred consisted of shares of Class A Common Stock, shares of Class A-2 Common Stock, shares of Class B Common Stock, and SES Holdings LLC Units. Consideration transferred also included the Company’s previously held interest in Rockwater, which was acquired as consideration in a sale of assets by Select’s predecessor to Rockwater’s predecessor in 2008 prior to the contribution of those assets to Rockwater and the related conversion of the ownership interests received by Select’s predecessor to ownership interests in Rockwater in 2011, and the fair value of Rockwater’s replaced share-based payments attributed to pre-acquisition service. In addition, the Company’s previously held interest in Rockwater was cancelled pursuant to the Merger Agreement. The previously held interest in Rockwater was previously included in other assets in the consolidated balance sheet. It was remeasured to a fair value of $2.3 million, which resulted in a gain of $1.2 million recognized in the fourth quarter of 2017 in other income in the consolidated statement of operations. For the three months ended March 31, 2018, the Company expensed $2.3 million of transaction-related costs which are included in selling, general and administrative within the consolidated statement of operations.

 

The Rockwater Merger was accounted for as a business combination under the acquisition method of accounting. Assets acquired and liabilities assumed in the Rockwater Merger were recorded at their estimated fair values as of the merger date. The Company has not finalized these estimates; therefore, the fair value estimates set forth below are subject to adjustment during a one-year measurement period following the merger date. The final allocation of purchase consideration could include changes in the estimated fair value of working capital, property and equipment, intangible assets, other long-term assets, deferred tax liabilities and other long-term liabilities. Adjustments in the purchase price allocation may require a change in the amount allocated to goodwill during the period in which the adjustments are determined.

 

When determining the fair values of assets acquired and liabilities assumed, management made significant estimates, judgments and assumptions. The Company also engaged third-party valuation experts to assist in the purchase price allocation and the recorded valuation of property and equipment. The Company has received preliminary reports from these experts including estimates, judgments and assumptions for the valuation of the tangible and intangible assets acquired and liabilities assumed. These preliminary reports along with the analysis and expertise of management have formed the basis for the preliminary allocation. Detailed analysis and review of the assets acquired, including confirmation of the condition, existence and utility of the assets is currently ongoing. Management believes that the current information provides a reasonable basis for estimating fair values of assets acquired and liabilities assumed. These estimates, judgments and assumptions are subject to change and should be treated as preliminary values as there could be significant changes upon final valuation. Management currently believes that its valuation work and the work of its third-party experts will be completed and a final purchase price allocation will be recorded by June 30, 2018. Included in the working capital figure in the table below is accounts receivable acquired with a fair value of $196.9 million, and a gross contractual amount of $199.1 million. The Company expects $2.2 million of the gross contractual amount to be uncollectible. Management estimated that total consideration paid exceeded the fair value of the net assets acquired and liabilities assumed by $249.6 million, which excess was recognized as goodwill. The goodwill recognized was primarily attributable to synergies driven by expanding into new geographies and service offerings, strengthening existing service lines, acquiring an established, trained workforce and expected cost reductions. Goodwill of $233.4 million and $16.2 million was allocated to the Company’s Water Solutions and Oilfield Chemicals segments, respectively.

 

17



 

The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition:

 

Preliminary purchase price allocation

 

Amount

 

 

 

(in thousands)

 

Consideration transferred

 

 

 

Class A Common Stock (25,914,260 shares)

 

$

423,957

 

Class A-2 Common Stock (6,731,845 shares)

 

110,133

 

Class B Common Stock (4,356,477 shares) and SES Holdings common units issued (4,356,477 units)

 

71,272

 

Fair value of previously held interest in Rockwater

 

2,310

 

Fair value of Rockwater share-based awards attributed to pre-acquisition service

 

12,529

 

Total consideration transferred

 

620,201

 

Less: identifiable assets acquired and liabilities assumed

 

 

 

Working capital(1)

 

144,509

 

Property and equipment

 

185,601

 

Intangible assets

 

 

 

Customer relationships

 

89,007

 

Trademarks and patents

 

31,215

 

Non-compete agreements

 

3,810

 

Other long-term assets

 

62

 

Deferred tax liabilities

 

(408

)

Long-term debt

 

(80,555

)

Other long-term liabilities

 

(2,650

)

Total identifiable net assets acquired

 

370,591

 

Goodwill

 

249,610

 

Fair value allocated to net assets acquired

 

$

620,201

 

 


(1)        During the three months ended March 31, 2018, the Company obtained additional information related to the working capital which led to a decrease of $2.4 million. The impact of this change resulted in a corresponding increase of $2.4 million in goodwill.

 

18



 

Resource Water Acquisition

 

On September 15, 2017, the Company completed its acquisition (the “Resource Water Acquisition”) of Resource Water Transfer Services, L.P. and certain other affiliated assets (collectively, “Resource Water”). Resource Water provides water transfer services to exploration and production (“E&P”) operators in West Texas and East Texas. Resource Water’s assets include 24 miles of layflat hose as well as numerous pumps and ancillary equipment required to support water transfer operations. Resource Water has longstanding customer relationships across its operating regions which are viewed as strategic to the Company’s water solutions business.

 

The total consideration for the Resource Water Acquisition was $9.0 million, with $6.6 million paid in cash and $2.4 million paid in shares of Class A Common Stock valued at $15.17 per share, subject to customary post-closing adjustments. The Company funded the cash portion of the consideration for the Resource Water Acquisition with $6.6 million of cash on hand. The Resource Water Acquisition was accounted for as a business combination under the acquisition method of accounting. The allocation of the consideration transferred was based on management’s estimates, judgments and assumptions. When determining the fair values of assets acquired and liabilities assumed, management made significant estimates, judgments and assumptions. These estimates, judgments and assumptions are subject to change upon final valuation and should be treated as preliminary values. Working capital estimates are based on provisional amounts. Management estimated that total consideration paid exceeded the fair value of the net assets acquired by $1.9 million, which excess was recognized as goodwill. The goodwill recognized was attributable to Resource Water’s assembled workforce as well as synergies related to the Company’s comprehensive water solutions strategy. The goodwill was included in the assets of the Company’s Water Solutions segment. The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition:

 

Purchase price allocation

 

Amount

 

 

 

(in thousands)

 

Consideration  transferred

 

 

 

Cash paid

 

$

6,586

 

Class A Common Stock (156,909 shares)

 

2,380

 

Total consideration transferred

 

8,966

 

Less: identifiable assets acquired and liabilities assumed

 

 

 

Working capital

 

1,189

 

Fixed assets

 

3,485

 

Customer relationship intangible assets

 

1,933

 

Other intangible assets

 

465

 

Total identifiable net assets acquired

 

7,072

 

Goodwill

 

1,894

 

Fair value allocated to net assets acquired

 

$

8,966

 

 

19



 

GRR Acquisition

 

On March 10, 2017, the Company completed its acquisition (the “GRR Acquisition”) of Gregory Rockhouse Ranch, Inc. and certain other affiliated entities and assets (collectively, the “GRR Entities”). The GRR Entities provide water and water-related services to E&P companies in the Permian Basin and own and have rights to a vast array of fresh, brackish and effluent water sources with access to significant volumes of water annually and water transport infrastructure, including over 1,200 miles of temporary and permanent pipeline infrastructure and related storage facilities and pumps, all located in the northern Delaware Basin portion of the Permian Basin.

 

The total consideration for the GRR Acquisition was $59.6 million, subject to customary post-closing adjustments, with $53.0 million paid in cash, $1.1 million in assumed tax liabilities and $5.5 million paid to the sellers in shares of Class A Common Stock valued at $20.00 per share. The Company funded the cash portion of the consideration for the GRR Acquisition with $19.0 million of cash on hand and $34.0 million of borrowings under the Company’s Previous Credit Facility. For the three months ended March 31, 2017, the Company expensed $0.7 million of transaction-related costs, which are included in selling, general and administrative expenses within the consolidated statement of operations. The GRR Acquisition was accounted for as a business combination under the acquisition method of accounting. When determining the fair values of assets acquired and liabilities assumed, management made significant estimates, judgments and assumptions. Management estimated that consideration paid exceeded the fair value of the net assets acquired. Therefore, goodwill of $12.0 million was recorded. The goodwill recognized was primarily attributable to synergies related to the Company’s comprehensive water solutions strategy that are expected to arise from the GRR Acquisition and was attributable to the Company’s Water Solutions segment. The assets acquired and liabilities assumed and the results of operations of the acquired business are included in the Company’s Water Solutions segment. The following table summarizes the consideration transferred and the estimated fair value of identified assets acquired and liabilities assumed at the date of acquisition:

 

Purchase price allocation

 

Amount

 

 

 

(in thousands)

 

Consideration  transferred

 

 

 

Cash paid

 

$

53,032

 

Class A Common Stock (274,998 shares)

 

5,500

 

Assumed liabilities

 

1,106

 

Total consideration transferred

 

59,638

 

Less: identifiable assets acquired and liabilities assumed

 

 

 

Working capital

 

7,728

 

Fixed assets

 

13,225

 

Customer relationship intangible assets

 

21,484

 

Other intangible assets

 

5,152

 

Total identifiable net assets acquired

 

47,589

 

Goodwill

 

12,049

 

Fair value allocated to net assets acquired

 

$

59,638

 

 

20



 

The GRR Acquisition contributed revenue and net income of $1.9 million and $0.3 million, respectively, to the consolidated results of the Company for the period from March 10, 2017, the date of completion of the GRR Acquisition, to March 31, 2017.  The following unaudited consolidated pro forma information is presented as if the GRR Acquisition had occurred on January 1, 2016:

 

 

 

Pro Forma

 

 

 

Three Months
Ended
March 31, 2017

 

 

 

(unaudited)

 

 

 

(in thousands)

 

Revenue

 

$

229,235

 

 

 

 

 

Net loss

 

(24,144

)

Less: net loss attributable to noncontrolling interests(1)

 

9,784

 

Net loss attributable to Select Energy Services, Inc.(1)

 

$

(14,360

)

 


(1) The allocation of net loss attributable to noncontrolling interests and Select Inc. gives effect to the equity structure as of March 31, 2017 as though the Select 144A Offering, the IPO, the Rockwater Merger, the Resource Water Acquisition and the GRR Acquisition occurred as of January 1, 2016. However, the calculation of pro forma net loss does not give effect to any other pro forma adjustments for the Select 144A Offering or the subsequent IPO.

 

The unaudited pro forma amounts above have been calculated after applying the Company’s accounting policies and adjusting the Rockwater Merger, GRR Acquisition and Resource Water Acquisition results to reflect the increase to depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied from January 1, 2016 and other related pro forma adjustments.

 

The pro forma amounts do not include any potential synergies, cost savings or other expected benefits of the Rockwater Merger, the GRR Acquisition or the Resource Water Acquisition, and are presented for illustrative purposes only and are not necessarily indicative of results that would have been achieved if the Rockwater Merger, the GRR Acquisition and the Resource Water Acquisition had occurred as of January 1, 2016 or of future operating performance.

 

21



 

NOTE 4—EXIT AND DISPOSAL ACTIVITIES

 

Due to a reduction in industry activity from 2014, the Company made the decision during the year ended December 31, 2016 to close 15 facilities and consolidate operations for the purpose of improving operating efficiencies. In addition, the Company has decided to consolidate or close additional facilities in relation to its Rockwater Merger.  During the three months ended March 31, 2018, the Company recorded $0.9 million of charges related to exit and disposal activities. During the three months ended March 31, 2017, the Company recorded $1.9 million of charges related to exit and disposal activities and reclassified $0.2 million of deferred rent related to accrued lease obligations related to exited facilities. The Company had a remaining balance of $21.6 million, inclusive of a short-term balance of $3.3 million in accrued expenses and other current liabilities, as of March 31, 2018 related to accrued lease obligations and terminations at exited facilities within its Water Solutions segment. As of March 31, 2018, the Company has completed its exit from underperforming facilities but will continue to make non-cancelable lease payments for related facilities through the year ended 2027. The Company’s abandonment of these facilities is not a part of a formalized exit plan. The changes in the abandoned lease obligations for the three months ended March 31, 2018 and 2017 are as follows:

 

 

 

 

 

Provision during  the

 

Usage during the
three months

 

Balance as of

 

 

 

Balance as of

 

three months ended

 

ended

 

March 31,

 

 

 

December 31, 2017

 

March 31, 2018

 

March 31, 2018

 

2018

 

 

 

(in thousands)

 

Lease obligations and terminations

 

$

21,350

 

$

871

 

$

1,838

 

$

20,383

 

Reclassification of deferred rent

 

1,254

 

 

 

 

 

1,254

 

Total

 

$

22,604

 

 

 

 

 

$

21,637

 

 

 

 

 

 

Provision during  the

 

Usage during the
three months 

 

 

 

 

 

Balance as of

 

three months ended

 

ended

 

Balance as of

 

 

 

December 31, 2016

 

March 31, 2017

 

March 31, 2017

 

March 31, 2017

 

 

 

(in thousands)

 

Lease obligations and terminations

 

$

18,000

 

$

1,863

 

$

712

 

$

19,151

 

Reclassification of deferred rent

 

1,069

 

 

 

 

 

1,254

 

Total

 

$

19,069

 

 

 

 

 

$

20,405

 

 

22



 

NOTE 5—INVENTORIES

 

Inventories, which are comprised of chemicals and materials available for resale and parts and consumables used in operations, are valued at the lower of cost and net realizable value, with cost determined under the weighted-average method. The significant components of inventory are as follows:

 

 

 

March 31,
2018

 

December 31,
2017

 

 

 

(in thousands)

 

Raw materials

 

$

11,951

 

$

11,462

 

Finished goods

 

29,955

 

29,674

 

Materials and supplies

 

2,861

 

3,462

 

 

 

44,767

 

44,598

 

Inventory reserve

 

(266

)

—

 

 

 

$

44,501

 

$

44,598

 

 

During the three months ended March 31, 2018 and 2017, the Company recorded charges to the reserve for excess and obsolete inventory in the amount of $0.3 million and $0.0 million, respectively, which were recognized within cost of revenue on the accompanying consolidated statements of operations. The reserve for excess and obsolete inventories is determined based on the Company’s historical usage of inventory on hand, as well as future expectations, and the amount necessary to reduce the cost of the inventory to its estimated net realizable value.

 

NOTE 6—PROPERTY AND EQUIPMENT

 

Property and equipment consists of the following as of March 31, 2018 and December 31, 2017:

 

 

 

March 31,
2018

 

December 31,
2017

 

 

 

(in thousands)

 

Land

 

$

15,315

 

$

15,286

 

Buildings and leasehold improvements

 

98,589

 

99,222

 

Vehicles and equipment

 

67,900

 

70,537

 

Vehicles and equipment - capital lease

 

2,757

 

2,810

 

Machinery and equipment

 

720,970

 

716,420

 

Machinery and equipment - capital lease

 

545

 

544

 

Computer equipment and software

 

12,534

 

12,466

 

Computer equipment and software - capital lease

 

356

 

356

 

Office furniture and equipment

 

4,320

 

4,320

 

Disposal wells

 

67,168

 

67,805

 

Other

 

497

 

497

 

Construction in progress

 

61,019

 

44,732

 

 

 

1,051,970

 

1,034,995

 

Less accumulated depreciation and impairment

 

(578,220

)

(560,886

)

Total property and equipment, net

 

$

473,750

 

$

474,109

 

 

Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

During the three months ended March 31, 2018 and 2017, depreciation expense was $27.5 million and $19.6 million, respectively.

 

23



 

As a result of the Rockwater Merger, the Company acquired various capital leases for certain vehicles, machinery and equipment that expire at various dates during the next five years. Depreciation of assets held under capital lease for the three months ended March 31, 2018  was $0.4 million and is included in depreciation and amortization expense in the accompanying consolidated statements of operations. The Company had no capital lease obligations as of March 31, 2017.

 

NOTE 7—GOODWILL AND OTHER INTANGIBLE ASSETS

 

Goodwill is evaluated for impairment on at least an annual basis, or more frequently if indicators of impairment exist. The annual impairment tests are based on Level 3 inputs. The changes in the carrying amounts of goodwill by reportable segment for the three months ended March 31, 2018 and year ended December 31, 2017 are as follows:

 

 

 

Water

 

Oilfield

 

Wellsite

 

 

 

 

 

Solutions

 

Chemicals

 

Services

 

Total

 

 

 

(in thousands)

 

Balance as of December 31, 2016

 

$

—

 

$

—

 

$

12,242

 

$

12,242

 

Additions

 

245,542

 

15,637

 

—

 

261,179

 

Balance as of December 31, 2017

 

245,542

 

15,637

 

12,242

 

273,421

 

Measurement period adjustment

 

1,765

 

609

 

—

 

2,374

 

Balance as of March 31, 2018

 

$

247,307

 

$

16,246

 

$

12,242

 

$

275,795

 

 

The components of other intangible assets as of March 31, 2018 and December 31, 2017 are as follows:

 

 

 

As of March 31, 2018

 

As of December 31, 2017

 

 

 

Gross

 

Accumulated

 

Net

 

Gross

 

Accumulated

 

Net

 

 

 

Value

 

Amortization

 

Value

 

Value

 

Amortization

 

Value

 

 

 

(in thousands)

 

(in thousands)

 

Customer relationships

 

$

169,250

 

$

61,008

 

$

108,242

 

$

169,250

 

$

57,836

 

$

111,414

 

Patents and trademarks

 

33,544

 

644

 

32,900

 

33,544

 

414

 

33,130

 

Other

 

14,704

 

3,631

 

11,073

 

14,704

 

3,182

 

11,522

 

Total other intangible assets

 

$

217,498

 

$

65,283

 

$

152,215

 

$

217,498

 

$

61,432

 

$

156,066

 

 

The Company had $5.3 million in indefinite-lived water rights as of March 31, 2018 and December 31, 2017. The Company had $23.4 million in indefinite-lived trademarks as of March 31, 2018 and December 31, 2017. Indefinite-lived water rights are included within the other component in the tables above. Indefinite-lived trademarks are included in the patents and trademarks component in the table above.

 

Amortization expense was $3.9 million and $2.1 million for the three months ended March 31, 2018 and 2017, respectively. Annual amortization of intangible assets for the next five years and beyond is as follows:

 

 

 

Amount

 

 

 

(in thousands)

 

Remainder of 2018

 

$

9,185

 

2019

 

11,595

 

2020

 

11,301

 

2021

 

10,118

 

2022

 

9,904

 

Thereafter

 

71,396

 

 

24



 

NOTE 8—DEBT

 

Credit facility and revolving line of credit

 

Our subsidiary, Select Energy Services, LLC’s (“Select LLC”) previous credit facility (the “Previous Credit Facility”), originally executed in May 2011, has been amended over time. Effective December 20, 2016, the Company amended its Previous Credit Facility to extend the maturity date from February 28, 2018 to February 28, 2020 and reduce the revolving line of credit to $100.0 million. On November 1, 2017, in connection with the Closing (defined below), Select LLC entered into the Credit Agreement,  the obligations of SES Holdings and the Borrower under the Previous Credit Facility were repaid in full and the Previous Credit Facility was terminated.

 

On November 1, 2017, in connection with the closing of the Rockwater Merger (the “Closing”), SES Holdings and Select LLC, a wholly owned subsidiary of SES Holdings (the “Borrower”), entered into a $300.0 million senior secured revolving credit facility (the “Credit Agreement”), by and among SES Holdings, as parent, Select LLC, as Borrower and certain of SES Holdings’ subsidiaries, as guarantors, each of the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, issuing lender and swingline lender (the “Administrative Agent”). The Credit Agreement also has a sublimit of $40.0 million for letters of credit and a sublimit of $30.0 million for swingline loans. Subject to obtaining commitments from existing or new lenders, the Company has the option to increase the maximum amount under the Credit Agreement by $150.0 million during the first three years following the closing. The maturity date of the Credit Agreement is the earlier of (a) November 1, 2022, and (b) the earlier termination in whole of the Commitments pursuant to Section 2.1(b) or Article VII of the Credit Agreement.

 

The Credit Agreement permits extensions of credit up to the lesser of $300.0 million and a borrowing base that is determined by calculating the amount equal to the sum of (i) 85% of the Eligible Billed Receivables (as defined in the Credit Agreement), plus (ii) 75% of Eligible Unbilled Receivables (as defined in the Credit Agreement), provided that this amount will not equal more than 35% of the borrowing base, plus (iii) the lesser of (A) the product of 70% multiplied by the value of Eligible Inventory (as defined in the Credit Agreement) at such time and (B) the product of 85% multiplied by the Net Recovery Percentage (as defined in the Credit Agreement) identified in the most recent Acceptable Appraisal of Inventory (as defined in the Credit Agreement), multiplied by the value of Eligible Inventory at such time, provided that this amount will not equal more than 30% of the borrowing base, minus (iv) the aggregate amount of Reserves (as defined in the Credit Agreement), if any, established by the Administrative Agent from time to time, including, if any, the amount of the Dilution Reserve (as defined in the Credit Agreement). The borrowing base is calculated on a monthly basis pursuant to a borrowing base certificate delivered by the Borrower to the Administrative Agent.

 

Borrowings under the Credit Agreement bear interest, at Select LLC’s election, at either the (a) one-, two-, three- or six-month LIBOR (“Eurocurrency Rate”) or (b) the greatest of (i) the federal funds rate plus 0.5%, (ii) the one-month Eurocurrency Rate plus 1% and (iii) the Administrative Agent’s prime rate (the “Base Rate”), in each case plus an applicable margin, and interest shall be payable monthly in arrears. The applicable margin for Eurocurrency Rate loans ranges from 1.50% to 2.00% and the applicable margin for Base Rate loans ranges from 0.50% to 1.00%, in each case, depending on Select LLC’s average excess availability under the Credit Agreement. The applicable margin for Eurocurrency Rate loans will be 1.75% and the applicable margin for Base Rate loans will be 0.75% until June 30, 2018. During the continuance of a bankruptcy event of default, automatically and during the continuance of any other default, upon the Administrative Agent’s or the required lenders’ election, all outstanding amounts under the Credit Agreement will bear interest at 2.00% plus the otherwise applicable interest rate.

 

25



 

Level

 

Average Excess Availability

 

Base Rate Margin

 

Eurocurrency Rate
Margin

 

 

 

 

 

 

 

 

 

I

 

< 33% of the commitments

 

1.00

%

2.00

%

II

 

< 66.67% of the commitments and > 33.33% of the commitments

 

0.75

%

1.75

%

III

 

> 66.67% of the commitments

 

0.50

%

1.50

%

 

Level

 

Average Revolver Usage

 

Unused Line Fee
Percentage

 

 

 

 

 

 

 

 

 

 

 

I

 

> 50% of the commitments

 

0.250

%

 

 

II

 

< 50% of the commitments

 

0.375

%

 

 

 

The obligations under the Credit Agreement are guaranteed by SES Holdings and certain subsidiaries of SES Holdings and Select LLC and secured by a security interest in substantially all of the personal property assets of SES Holdings, Select LLC and their domestic subsidiaries.

 

The Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants and events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Credit Agreement to be immediately due and payable.

 

In addition, the Credit Agreement restricts SES Holdings’ and Select LLC’s ability to make distributions on, or redeem or repurchase, its equity interests, except for certain distributions, including distributions of cash so long as, both at the time of the distribution and after giving effect to the distribution, no default exists under the Credit Agreement and either (a) excess availability at all times during the preceding 30 consecutive days, on a pro forma basis and after giving effect to such distribution, is not less than the greater of (1) 25% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (2) $37.5 million or (b) if SES Holdings’ fixed charge coverage ratio is at least 1.0 to 1.0 on a pro forma basis, and excess availability at all times during the preceding 30 consecutive days, on a pro forma basis and after giving effect to such distribution, is not less than the greater of (1) 20% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (2) $30.0 million. Additionally, the Credit Agreement generally permits Select LLC to make distributions to allow Select Inc. to make payments required under the existing Tax Receivable Agreements.

 

The Credit Agreement also requires SES Holdings to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 at any time availability under the Credit Agreement is less than the greater of (i) 10% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (ii) $15.0 million and continuing through and including the first day after such time that availability under the Credit Agreement has equaled or exceeded the greater of (i) 10% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (ii) $15.0 million for 60 consecutive calendar days.

 

Certain lenders party to the Credit Agreement and their respective affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial banking and investment banking services for the Company and its affiliates in the ordinary course of business for which they have received and would receive customary compensation. In addition, in the ordinary course of their various business activities, such parties and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investments and securities activities may involve the Company’s securities and/or instruments.

 

In addition, certain lenders party to the Previous Credit Facility are lenders under the Credit Agreement.

 

26



 

The Company had $75.0 million outstanding under the revolving line of credit as of March 31, 2018 and December 31, 2017. The weighted-average interest rate of outstanding borrowings under the revolving line of credit was 3.627% and 3.319% as of March 31, 2018 and December 31, 2017, respectively.  As of March 31, 2018 and December 31, 2017, the borrowing base under the Credit Agreement was $255.6 million and $262.1 million, respectively. The borrowing capacity under the revolving line of credit was reduced by outstanding letters of credit of $19.8 million as of March 31, 2018 and December 31, 2017. The Company’s letters of credit have a variable interest rate between 1.50% and 2.00% based on the Company’s average excess availability as outlined above. The unused portion of the available borrowings under the Credit Agreement was $160.8 million at March 31, 2018.

 

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, 2018 and December 31, 2017 were $3.2 million and $3.3 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 sheet.

 

The Company was in compliance with all debt covenants as of March 31, 2018.

 

NOTE 9—COMMITMENTS AND CONTINGENCIES

 

Litigation

 

The Company is subject to a number of lawsuits and claims arising out of the conduct of its business. The ability to predict the ultimate outcome of such matters involves judgments, estimates and inherent uncertainties. Based on a consideration of all relevant facts and circumstances, including applicable insurance coverage, it is not expected that the ultimate outcome of any currently pending lawsuits or claims against the Company will have a material adverse effect on its consolidated financial position, results of operations or cash flows; however, there can be no assurance as to the ultimate outcome of these matters.

 

Certain subsidiaries acquired in the Rockwater Merger are under investigation by the U.S. Attorney’s Office for the Middle District of Pennsylvania and the Environmental Protection Agency. It is alleged that certain employees at some of the facilities altered emissions controls systems on 4% of the vehicles in the fleet in violation of the Clean Air Act. The Company is cooperating with the relevant authorities to resolve the matter. At this time no administrative, civil or criminal charges have been brought against the Company and the Company cannot estimate the possible fines and penalties that may be levied against the Company.

 

27



 

NOTE 10—EQUITY-BASED COMPENSATION

 

The SES Holdings 2011 Equity Incentive Plan, (“2011 Plan”) was approved by the board of managers of SES Holdings in April 2011. In conjunction with the Select 144A Offering, the Company adopted the Select Energy Services, Inc. 2016 Equity Incentive Plan (as amended from time to time, the “2016 Plan”) for employees, consultants and directors of the Company and its affiliates. Options that were outstanding under the 2011 Plan immediately prior to the Select 144A Offering were cancelled in exchange for new options granted under the 2016 Plan.

 

On July 18, 2017, the Select Inc. board of directors approved the First Amendment to the 2016 Plan (the “Equity Plan Amendment”), which clarifies the treatment of substitute awards under the 2016 Plan (including substitute awards that may be granted in connection with the Rockwater Merger) and allows for the assumption by the Company of shares eligible under any pre-existing stockholder-approved plan of an entity acquired by the Company or its affiliate (including the Rockwater Energy Solutions Inc. Amended and Restated 2017 Long Term Incentive Plan (the “Rockwater Equity Plan”)), in each case subject to the listing rules of the stock exchange on which Class A Common Stock is listed. The effectiveness of the Equity Plan Amendment was subject to approval by the Company’s stockholders and the consummation of the transactions contemplated by the Merger Agreement for the Rockwater Merger. The Company’s consenting stockholders, who hold a majority of the outstanding common stock of the Company, approved the Equity Plan Amendment on July 18, 2017. The Equity Plan Amendment became effective on November 1, 2017 upon the consummation of the Rockwater Merger.

 

The maximum number of shares initially reserved for issuance under the 2016 Plan was 5,400,400 shares of Class A Common Stock, subject to adjustment in the event of recapitalization or reorganization, or related to forfeitures or the expiration of awards. Stock options are granted with terms not to exceed ten years. After giving effect to the Equity Plan Amendment, the maximum number of shares of Class A Common Stock reserved for issuance under the 2016 Plan is equal to (i) 5,400,400 shares plus (ii) 1,011,087 shares that became available on account of the assumption of the Rockwater Equity Plan, subject to adjustment in the event of recapitalization or reorganization, or related to forfeitures or the expiration of awards. The maximum number of shares described in the preceding sentence does not take into account 2,879,112 shares of Class A Common Stock related to substitute awards that were granted under the 2016 Plan following the conversion of outstanding equity awards originally granted under the Rockwater Equity Plan in accordance with the Merger Agreement.

 

Stock option awards

 

Stock options were granted with an exercise price equal to or greater than the fair market value of a share of Class A Common Stock as of the date of grant. The Company historically valued Class A Common Stock on a quarterly basis using a market approach that includes a comparison to publicly traded peer companies using earnings multiples based on their market values and a discount for lack of marketability. The fair value measurement relies on Level 3 inputs. The estimated fair value of its stock options is expensed over their vesting period, which is generally three years from the applicable date of grant. However, certain awards that were granted during the years ended December 31, 2017 and 2016 in exchange for cancelled awards were immediately vested and fully exercisable on the date of grant because they were either granted in exchange for the cancellation of outstanding options granted under the 2011 Plan or the Rockwater Equity Plan, as applicable, that were fully vested and exercisable prior to such cancellation. The Company utilized the Monte Carlo simulation model to determine fair value of the options granted during the three months ended March 31, 2018, which incorporates assumptions to value equity-based awards. The risk-free interest rate is based on the U.S. Treasury yield curve in effect for the expected term of the option at the time of grant. The expected life of the options was based on the vesting period and term of the options awarded, which is ten years.

 

28



 

The table below presents the assumptions used in determining the fair value of stock options granted during the three months ended March 31, 2018. The weighted-average grant date fair value of stock options granted was $8.98 for the three months ended March 31, 2018.

 

 

 

Assumptions

 

Underlying equity

 

$

20.50

 

Strike price

 

$

20.50 - 30.75

 

Dividend yield (%)

 

0.0

%

Risk free rate (%)

 

2.3

%

Volatility (%)

 

50.0

%

Expected term (years)

 

10.0

 

 

A summary of the Company’s stock option activity and related information as of and for the three months ended March 31, 2018 is as follows:

 

 

 

For the three months ended March
31, 2018

 

 

 

 

 

Weighted-
average

 

 

 

Stock Options

 

Exercise Price

 

Beginning balance, outstanding

 

3,495,935

 

$

14.12

 

Granted

 

584,846

 

26.02

 

Exercised

 

(19,398

)

6.70

 

Forfeited

 

(13,659

)

16.84

 

Ending balance, outstanding

 

4,047,724

 

$

15.86

 

Ending balance, exercisable

 

566,829

 

$

8.46

 

Non-vested at end of period

 

1,097,790

 

$

19.20

 

 

Aggregate intrinsic value for stock options is based on the difference between the exercise price of the stock options and the quoted closing Class A Common Stock price of $12.62 as of March 29, 2018. The aggregate intrinsic value of stock options outstanding at March 31, 2018 was $6.0 million, with a weighted-average remaining term of 8.7 years. As of March 31, 2018, the total number of in-the-money stock options exercisable was 566,829.  The aggregate intrinsic value of stock options exercisable at March 31, 2018 was $2.4 million, with a weighted-average remaining term of 7.6 years.

 

The Company recognized $1.3 million and $0.5 million of compensation expense related to stock options during the three months ended March 31, 2018 and 2017, respectively. As of March 31, 2018, there was $8.9 million of unrecognized equity-based compensation expense related to non-vested stock options. This cost is expected to be recognized over a weighted-average period of 1.7 years.

 

Restricted Stock Awards and Restricted Stock Units

 

The value of the restricted stock awards and restricted stock units issued was established by the market price of the Class A Common Stock on the date of grant and is being recorded as compensation expense ratably over the vesting term which is generally one to three years from the applicable date of grant. The Company recognized compensation expense of $1.0 million and $0.1 million related to the restricted stock awards for the three months ended March 31, 2018 and 2017, respectively.  As of March 31, 2018, there was $7.9 million of unrecognized compensation expense with a weighted-average remaining life of 2.3 years related to unvested restricted stock awards and restricted stock units.

 

29



 

A summary of the Company’s restricted stock awards activity and related information for the three months ended March 31, 2018 is as follows:

 

 

 

For the three months ended March 31,
2018

 

 

 

 

 

Weighted-average

 

 

 

Restricted Stock
Awards

 

Grant Date Fair
Value

 

Non-vested at December 31, 2017

 

299,801

 

$

16.36

 

Granted

 

331,389

 

20.87

 

Vested

 

(33,429

)

16.36

 

Forfeited

 

(18,640

)

16.36

 

Non-vested at March 31, 2018

 

579,121

 

$

18.94

 

 

A summary of the Company’s restricted stock unit activity and related information for the three months ended March 31, 2018 is as follows:

 

 

 

For the three months ended March
31, 2018

 

 

 

 

 

Weighted-
average

 

 

 

Restricted Stock
Units

 

Grant Date Fair
Value

 

Non-vested at December 31, 2017

 

30,360

 

$

19.88

 

Granted

 

—

 

—

 

Vested

 

(27,235

)

20.00

 

Non-vested at March 31, 2018

 

3,125

 

$

18.80

 

 

Performance Share Units (PSUs)

 

The Company approved grants of performance share units (“PSUs”) that are subject to both performance-based and service-based vesting provisions. The number of shares of Class A Common Stock issued to a recipient upon vesting of the PSU will be calculated based on performance against certain metrics that relate to the Company’s return on asset  performance over the January 1, 2018 through December 31, 2020 performance period. The target number of shares of Class A Common Stock subject to each PSU is one; however, based on the achievement of performance criteria, the number of shares of Class A Common Stock that may be received in settlement of each PSU can range from zero to 175 times the target number. The PSUs are eligible to become earned at the end of the performance period after the attainment of the performance level has been certified by the compensation committee, no later than June 30, 2021, assuming the minimum performance metrics are achieved. The target PSUs that become earned PSUs during the performance period will be determined in accordance with the following table:

 

Return on Assets at Performance Period End Date

 

Percentage of Target PSUs Earned

Less than 9.6%

 

0%

9.6%

 

50%

12%

 

100%

14.4%

 

175%

 

Compensation expense related to the PSUs is determined by multiplying the number of shares of Class A Common Stock underlying such awards that, based on the Company’s estimate, are probable to vest, by the measurement-date (i.e., the last day of each reporting period date) fair value and recognized using the straight line attribution method. The Company recognized compensation expense of $0.2 million related to the PSUs for the three months ended March 31, 2018.

 

During March 2018, the Company issued a total of 246,023 PSUs to certain of our employees. As of March 31, 2018, the fair value of outstanding PSUs issued during the first quarter 2018 was $3.1 million. The unrecognized compensation cost related to our unvested PSUs is estimated to be $2.9 million and is expected to be recognized over a weighted-average period of 2.8 years as of March 31, 2018.

 

30



 

NOTE 11—FAIR VALUE MEASUREMENT

 

The Company utilizes fair value measurements to measure assets and liabilities in a business combination or assess impairment of property and equipment, intangible assets and goodwill. Fair value is defined as the amount at which an asset (or liability) could be bought (or incurred) or sold (or settled) in an orderly transaction between market participants at the measurement date. Further, ASC 820, Fair Value Measurements, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value, and includes certain disclosure requirements. Fair value estimates are based on either (i) actual market data or (ii) assumptions that other market participants would use in pricing an asset or liability, including estimates of risk.

 

ASC 820 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:

 

Level 1—Unadjusted quoted prices for identical assets or liabilities in active markets.

 

Level 2—Quoted prices for similar assets or liabilities in non-active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

Level 3—Inputs that are unobservable and significant to the fair value measurement (including the Company’s own assumptions in determining fair value).

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. There were no transfers into, or out of, the three levels of the fair value hierarchy for the three months ended March 31, 2018 or the year ended December 31, 2017.

 

Other fair value considerations

 

The carrying values of the Company’s current financial instruments, which include cash and cash equivalents, accounts receivable trade and accounts payable, approximate their fair value at March 31, 2018 and December 31, 2017 due to the short-term maturity of these instruments. The carrying value of debt as of March 31, 2018 and December 31, 2017 approximates fair value due to variable market rates of interest. The fair value of debt at March 31, 2018 and December 31, 2017, which is a Level 3 measurement, is estimated based on the Company’s incremental borrowing rates for similar types of borrowing arrangements, when quoted market prices are not available. The estimated fair values of the Company’s financial instruments are not necessarily indicative of the amounts that would be realized in a current market exchange. The consideration transferred and the purchase price allocation of identified assets acquired and liabilities assumed related to the Rockwater Merger, GRR Acquisition and Resource Water Acquisition are based on the Company’s estimate of fair value utilizing Level 3 inputs at the date of acquisition. Refer to Note 3 — Acquisitions for further discussion.

 

31



 

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. The Company has entered into a significant number of transactions with related parties. In accordance with the Company’s related persons transactions policy, the Company’s board of directors regularly reviews these transactions; however, the Company’s results of operations may have been different if these transactions were conducted with non-related parties.

 

During the three months ended March 31, 2018, sales to related parties were $2.8 million and purchases from related party vendors were $3.5 million. These purchases comprised of $1.6 million relating to purchases of property and equipment,  $0.2 million relating to inventory and consumables, $1.3 million relating to rent of certain equipment or other services used in operations and $0.4 million relating to management, consulting and other services.

 

During the three months ended March 31, 2017, sales to related parties were $0.5 million and purchases from related party vendors were $1.2 million. These purchases comprised of $0.2 million relating to purchases of property and equipment, less than $0.1 million relating to inventory and consumables, $0.4 million relating to rent of certain equipment or other services used in operations, and $0.5 million relating to management, consulting and other services.

 

Tax receivable agreements

 

In connection with the Select 144A Offering, the Company entered into the Tax Receivable Agreements with the TRA Holders.

 

The first of the Tax Receivable Agreements, which the Company entered into with Legacy Owner Holdco and Crestview Partners II GP, L.P. (“Crestview GP”), generally provides for the payment by the Company to such TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income and franchise tax that the Company actually realizes (computed using simplifying assumptions to address the impact of state and local taxes) or is deemed to realize in certain circumstances in periods after the Select 144A Offering as a result of, as applicable to each such TRA Holder, (i) certain increases in tax basis that occur as a result of the Company’s acquisition (or deemed acquisition for U.S. federal income tax purposes) of all or a portion of such TRA Holder’s SES Holdings LLC Units in connection with the Select 144A Offering or pursuant to the exercise of the Exchange Right or the Company’s Call Right and (ii) imputed interest deemed to be paid by the Company as a result of, and additional tax basis arising from, any payments the Company makes under such Tax Receivable Agreement.

 

The second of the Tax Receivable Agreements, which the Company entered into with an affiliate of the Contributing Legacy Owners and Crestview GP, generally provides for the payment by the Company to such TRA Holders of 85% of the net cash savings, if any, in U.S. federal, state and local income and franchise tax that the Company actually realizes (computed using simplifying assumptions to address the impact of state and local taxes) or is deemed to realize in certain circumstances in periods after the Select 144A Offering as a result of, as applicable to each such TRA Holder, (i) any net operating losses available to the Company as a result of certain reorganization transactions entered into in connection with the Select 144A Offering and (ii) imputed interest deemed to be paid by the Company as a result of any payments the Company makes under such Tax Receivable Agreement.

 

On July 18, 2017, the Company’s board of directors approved amendments to each of the Tax Receivable Agreements revising the definition of a “change of control” for purposes of the Tax Receivable Agreements and acknowledging that the Rockwater Merger would not result in such a change of control.

 

32



 

NOTE 13—INCOME TAXES

 

Select Inc. is subject to U.S. federal, foreign and state income taxes as a corporation. SES Holdings and its subsidiaries, with the exception of certain US and foreign corporate subsidiaries, are treated as flow-through entities for income tax purposes and as such, are generally not subject to U.S. federal income tax at the entity level. Rather, the tax liability with respect to their taxable income is passed through to their members or partners. Accordingly, prior to the reorganization in connection with the Select 144A Offering, SES Holdings only recorded a provision for Texas franchise tax and U.S. federal and state provisions for certain corporate subsidiaries as SES Holdings’ taxable income or loss was includable in the income tax returns of the individual partners and members. However, for periods following the reorganization in connection with the Select 144A Offering, Select Inc. recognizes a tax liability on its allocable share of SES Holdings’ taxable income.

 

The Company’s effective tax rates for the three months ended March 31, 2018 and 2017 were 2.8% and (0.9)%, respectively. The effective tax rates for the three months ended March 31, 2018 and 2017 differ from the statutory rate of 21% and 35%, respectively, due to net income allocated to noncontrolling interests, state income taxes, and valuation allowances. The change in the effective tax rate is primarily due to positive pretax income in March 31, 2018 relative to a loss in the March 31, 2017 period. The Company recorded income tax expense of $0.5 million and $0.1 million for the three months ended March 31, 2018 and 2017, respectively.

 

The Tax Cuts and Jobs Act (“the TCJA”), was enacted on December 22, 2017, and the Company recorded provisional estimates for the impacts of the TCJA in the December 31, 2017 period. Such amounts remain provisional and the Company has not made any material adjustments as of March 31, 2018. Staff Accounting Bulletin No. 118 provides the Company with one year from the date of enactment to finalize its accounting related to the TCJA. Certain provisions of the TCJA became effective beginning on January 1, 2018 and the Company has incorporated reasonable estimates of these provisions into its calculation of its effective annual tax rate and its tax expense for the period ending March 31, 2018. The Company’s reasonable estimates may be affected in the future as additional regulatory guidance is provided and the Company gains a more thorough understanding of the TCJA.

 

33



 

NOTE 14—NONCONTROLLING INTERESTS

 

The Company has ownership interests in multiple subsidiaries that are consolidated within the Company’s financial statements but are not wholly owned. During the three months ended March 31, 2018 and 2017, the Company entered into transactions that impacted its ownership interest in certain of these subsidiaries while maintaining control over such subsidiaries. As a result of the Company’s change in ownership interest in these subsidiaries, the Company reduced its noncontrolling interests and recognized an increase in equity related to transactions with holders of noncontrolling interests. The Company reports a noncontrolling interest representing the common units of SES Holdings held by Legacy Owner Holdco. Changes in Select Inc.’s ownership interest in SES Holdings while it retains its controlling interest are accounted for as equity transactions.

 

The following table summarizes the effects of changes in noncontrolling interests on equity for the three months ended March 31, 2018 and 2017:

 

 

 

For the three months ended
March 31,

 

 

 

2018

 

2017

 

 

 

(in thousands)

 

Net income (loss) attributable to Select Energy Services, Inc.

 

$

10,099

 

$

(4,172

)

Transfers from noncontrolling interests:

 

 

 

 

 

Decrease in additional paid-in capital as a result of the contribution of net assets acquired to SES Holdings, LLC in exchange for common units

 

—

 

(3,002

)

Decrease in additional paid-in capital as a result of stock option exercises

 

(49

)

—

 

Increase in additional paid-in capital as a result of restricted stock issuance

 

1,424

 

—

 

Increase in additional paid-in capital as a result of issuance of common stock due to vesting of restricted stock units

 

 2

 

—

 

Increase in additional paid-in capital as a result of the repurchase of common units of SES Holdings, LLC

 

42

 

—

 

Change to equity from net income (loss) attributable to Select Energy Services, Inc. and transfers from noncontrolling interests

 

$

11,518

 

$

(7,174

)

 

34



 

NOTE 15—EARNINGS (LOSS) PER SHARE

 

Earnings per share are based on the amount of income allocated to the shareholders and the weighted-average number of shares outstanding during the period for each class of common stock. Outstanding options to purchase 1,400,008 shares are not included in the calculation of diluted weighted-average shares outstanding for the three months ended March 31, 2018 as the effect is antidilutive.

 

The following table presents the Company’s calculation of basic and diluted earnings per share for the three months ended March 31, 2018 and 2017 (dollars in thousands, except share and per share amounts):

 

 

 

Three Months Ended March 31, 2018

 

 

 

Select
Energy
Services,
Inc.

 

Class A

 

Class A-2

 

Class B

 

Numerator:

 

 

 

 

 

 

 

 

 

Net income

 

$

16,132

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

(6,033

)

 

 

 

 

 

 

Net income attributable to Select Energy Services, Inc. — basic

 

10,099

 

$

9,097

 

$

1,002

 

$

—

 

Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of restricted stock

 

10

 

11

 

(1

)

—

 

Add: Reallocation of net income attributable to noncontrolling interests for the dilutive effect of stock options

 

25

 

29

 

(4

)

—

 

Net income attributable to Select Energy Services, Inc. — diluted

 

$

10,134

 

$

9,137

 

$

997

 

$

—

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted-average shares of common stock outstanding — basic

 

 

 

59,064,958

 

6,507,445

 

40,331,989

 

Dilutive effect of restricted stock

 

 

 

165,402

 

—

 

—

 

Dilutive effect of stock options

 

 

 

443,106

 

—

 

—

 

Weighted-average shares of common stock outstanding — diluted

 

 

 

59,673,466

 

6,507,445

 

40,331,989

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

 

 

$

0.15

 

$

0.15

 

$

—

 

Diluted

 

 

 

$

0.15

 

$

0.15

 

$

—

 

 

 

 

Three Months Ended March 31, 2017

 

 

 

Select
Energy
Services,
Inc.

 

Class A

 

Class A-2

 

Class B

 

Numerator:

 

 

 

 

 

 

 

 

 

Net loss

 

$

(12,280

)

 

 

 

 

 

 

Net loss attributable to noncontrolling interests

 

8,108

 

 

 

 

 

 

 

Net loss attributable to Select Energy Services, Inc. — basic & diluted

 

$

(4,172

)

$

(809

)

$

(3,363

)

$

—

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted-average shares of common stock outstanding — basic & diluted

 

 

 

3,870,194

 

16,100,000

 

38,462,541

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic & diluted

 

 

 

$

(0.21

)

$

(0.21

)

$

—

 

 

35



 

NOTE 16—SEGMENT INFORMATION

 

Select Inc. is an oilfield services company that provides solutions to the North American onshore oil and natural gas industry. The Company’s services are offered through three operating segments. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker 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. Each operating segment reflects a reportable segment led by separate managers that report directly to the Company’s CODM.

 

As a result of the Rockwater Merger, during the fourth quarter 2017, the Company reorganized its reporting structure and aligned its segments and underlying businesses to execute on the strategies of the combined company.  The Company’s revised operating and reportable segments are Water Solutions, Oilfield Chemicals and Wellsite Services. Accordingly, prior period segment information has been retrospectively revised as of and for the quarter ended March 31, 2017. Corporate and other expenses that do not individually meet the criteria for segment reporting are reported separately as Corporate.

 

The Company’s CODM assesses performance and allocates resources on the basis of the following three reportable segments:

 

Water Solutions —The Water Solutions segment provides water-related services to customers that include major integrated oil companies and independent oil and natural gas producers. These services include: the sourcing of water; the transfer of the water to the wellsite through permanent pipeline infrastructure and temporary pipe; the containment of fluids off- and on-location; measuring and monitoring of water; the filtering and treatment of fluids, well testing and handling of flowback and produced formation water; and the transportation and recycling or disposal of drilling, completion and production fluids.

 

Oilfield Chemicals —The Oilfield Chemicals segment develops, manufactures and provides a full suite of chemicals utilized in hydraulic fracturing, stimulation, cementing and well completions, including polymer slurries, crosslinkers, friction reducers, buffers, breakers and other chemical technologies, to leading pressure pumping service companies in the United States.

 

Wellsite Services —The Wellsite Completion and Construction Services segment provides oil and natural gas operators with a variety of services, including provision of workforce accommodations and surface rental equipment, crane and logistics services, wellsite and pipeline construction and field services. These services are performed to establish, maintain and improve production throughout the productive life of an oil or gas well or to otherwise facilitate other services performed on a well.

 

Financial information by segment for the three months ended March 31, 2018 and 2017 is as follows:

 

 

 

For the three months ended March 31, 2018

 

 

 

 

 

Income (loss)

 

Depreciation and

 

Capital

 

 

 

Revenue

 

before taxes

 

Amortization

 

Expenditures

 

 

 

(in thousands)

 

Water solutions

 

$

257,532

 

$

28,203

 

$

21,243

 

$

23,894

 

Oilfield chemicals

 

63,630

 

931

 

2,915

 

2,255

 

Wellsite services

 

55,722

 

(705

)

6,724

 

4,957

 

Eliminations

 

(489

)

—

 

—

 

—

 

Income from operations

 

 

 

28,429

 

 

 

 

 

Corporate

 

—

 

(9,826

)

541

 

—

 

Interest expense, net

 

—

 

(1,151

)

—

 

—

 

Other expense, net

 

—

 

(858

)

—

 

—

 

 

 

$

376,395

 

$

16,594

 

$

31,423

 

$

31,106

 

 

36



 

 

 

For the three months ended March 31, 2017

 

 

 

 

 

Income (loss)

 

Depreciation and

 

Capital

 

 

 

Revenue

 

before taxes

 

Amortization

 

Expenditures

 

 

 

(in thousands)

 

Water solutions

 

$

78,765

 

$

(7,672

)

$

17,548

 

$

11,955

 

Oilfield chemicals

 

—

 

—

 

—

 

—

 

Wellsite services

 

21,810

 

(2,651

)

3,656

 

2,055

 

Eliminations

 

(650

)

—

 

—

 

—

 

Loss from operations

 

 

 

(10,323

)

 

 

 

 

Corporate

 

—

 

(2,185

)

446

 

—

 

Interest expense, net

 

—

 

(730

)

—

 

—

 

Other income, net

 

—

 

1,064

 

—

 

—

 

 

 

$

99,925

 

$

(12,174

)

$

21,650

 

$

14,010

 

 

Total assets by segment as of March 31, 2018 and December 31, 2017 is as follows:

 

 

 

As of

 

As of

 

 

 

March 31,
2018

 

December 31,
2017

 

 

 

(in thousands)

 

Water solutions

 

$

1,045,321

 

$

994,159

 

Oilfield chemicals

 

172,900

 

186,333

 

Wellsite services

 

145,016

 

151,272

 

Corporate

 

27,772

 

24,604

 

 

 

$

1,391,009

 

$

1,356,368

 

 

NOTE 17—SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events for potential recognition and/or disclosure through May 11, 2018, the date these consolidated financial statements were available to be issued.

 

37



 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report, as well as the historical consolidated financial statements and notes thereto included in our 2017 Form 10-K. This discussion and analysis contains forward-looking statements based upon our current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors as described under “Cautionary Note Regarding Forward-Looking Statements.”

 

Overview

 

We are a leading provider of total water management and chemical solutions to the oil and gas industry in the United States and Western Canada. The oilfield water services market has grown rapidly over the past decade, driven by advances in drilling, completion and production technologies. Within the major onshore oil and gas plays in the United States, we believe we are a market leader in sourcing, transfer (both by permanent pipeline and temporary hose) and temporary containment of water prior to its use in drilling and completion activities associated with hydraulic fracturing or “fracking,” which we collectively refer to as “pre-frac water services.” We also provide well testing and flowback services immediately following the well completion and in most of our areas of operations, we provide additional complementary water-related services that support oil and gas well completion and production activities including monitoring, treatment, hauling, recycling and disposal. In addition to our water-related services, we also develop and manufacture specialty chemicals used in frac fluid systems and production chemicals used to enhance performance over the life of a well. Furthermore, we develop and manufacture chemicals required by oil and gas companies to maintain and enhance oil and gas production over the life of a typical well. We believe we are the only oilfield services company that provides total water solutions together with complementary chemical products and related expertise, which we believe gives us a unique competitive advantage in our industry.

 

We also offer wellsite services that complement our total water management and chemical solutions offering. These services include equipment rental, accommodations, crane and logistics services, wellsite and pipeline construction, field and well services, sand hauling and fluids logistic services. In addition, we provide water transfer, fluids hauling, containment and rental services in Canada.

 

Going forward, we intend to pursue selected, accretive acquisitions of complementary assets, businesses and technologies, including water transfer infrastructure, and believe we are well positioned to capture attractive opportunities due to our market position, customer relationships and industry experience and expertise.

 

Our Segments

 

Our services are offered through three operating segments: (i) Water Solutions, (ii) Oilfield Chemicals and (iii) Wellsite Services.

 

·                 Water Solutions.  Our Water Solutions segment is operated primarily under our subsidiary, Select LLC, and provides water-related services to customers that include major integrated oil companies and independent oil and natural gas producers. These services include: the sourcing of water; the transfer of the water to the wellsite through permanent pipeline infrastructure and temporary hose; the containment of fluids off- and on-location; measuring and monitoring of water; the filtering and treatment of fluids, well testing and handling of flowback and produced formation water; and the transportation and recycling or disposal of drilling, completion and production fluids. 

 

38



 

·                 Oilfield Chemicals.  Our Oilfield Chemicals segment is operated primarily under our subsidiary, Rockwater LLC. Under this segment, we develop, manufacture and provide a full suite of completion and specialty chemical products utilized in hydraulic fracturing, stimulation, cementing and related well completion processes. These products include polymers that create viscosity, crosslinkers, friction reducers, surfactants, buffers, breakers and other chemical technologies. Our customers for completion and specialty chemicals are primarily leading pressure pumping service companies in the United States. We also provide production chemicals, which are used by oil and gas companies to enhance well performance and reduce production costs throughout the life of a well. 

 

·                 Wellsite Services.  Our Wellsite Services segment provides a number of services across the U.S. and Canada and is operated primarily under our subsidiaries Peak Oilfield Services, LLC (“Peak”), Affirm Oilfield Services, LLC (“Affirm”) and Rockwater Energy Solutions, LLC. Peak provides workforce accommodations and surface rental equipment supporting drilling, completion and production operations to the U.S. onshore oil and gas industry. Affirm provides oil and gas operators with a variety of services, including crane and logistics services, wellsite and pipeline construction and field services. Operating under Rockwater LLC, we also offer sand hauling and logistics services in the Rockies and Bakken regions as well as water transfer, containment, fluids hauling and other rental services in Western Canada.

 

How We Generate Revenue

 

We currently generate a significant majority of our revenue through our Water Solutions segment, specifically through total water management associated with hydraulic fracturing. We generate our revenue through customer agreements with fixed pricing terms but no guaranteed throughput amounts. While we have some long-term pricing arrangements, most of our water and water-related services are priced based on prevailing market conditions, giving due consideration to the specific requirements of the customer.

 

We also generate revenue through our Oilfield Chemicals segment, which provides completion, specialty chemicals and production chemicals, and our Wellsite Services segment, which provides workforce accommodations and related rentals; a variety of wellsite completion and construction services, including wellsite construction, pipeline construction, field services and well services; sand hauling and fluids logistics services; and water transfer, fluids hauling, containment and rentals services in Canada. We invoice the majority of our Oilfield Chemicals customers for services provided under such segment based on the quantity of chemicals used or pursuant to short-term contracts as the customer’s needs arise. We invoice the majority of our customers for services under our Wellsite Services segments on a per job basis or pursuant to short-term contracts as the customer’s needs arise.

 

Costs of Conducting Our Business

 

The principal expenses involved in conducting our business are labor costs, equipment costs (including depreciation, repair and maintenance and leasing costs), raw materials and water sourcing costs and fuel costs. Our fixed costs are relatively low and a large portion of the costs we incur in our business are only incurred when we provide water, water-related services, chemicals and chemical-related services to our customers.

 

Labor costs associated with our employees represent the most significant costs of our business. We incurred labor costs of $116.4 million and $40.4 million for the three months ended March 31, 2018 and 2017, respectively. The majority of our recurring labor costs are variable and are incurred only while we are providing our operational services. We also incur costs to employ personnel to sell and supervise our services and perform maintenance on our assets which are not directly tied to our level of business activity. We also incur selling, general and administrative costs for compensation of our administrative personnel at our field sites and in our operational and corporate headquarters.

 

We incur significant equipment costs in connection with the operation of our business, including depreciation, repair and maintenance and leasing costs. We incurred equipment costs of $69.0 million and $29.3 million for the three months ended March 31, 2018 and 2017, respectively. Our depreciation costs are expected to increase over the next year as a result of the Rockwater Merger.

 

39



 

We incur significant transportation costs, associated with our service lines, including fuel and freight. We incurred fuel costs of $20.5 million and $6.1 million for the three months ended March 31, 2018 and 2017, respectively. Fuel prices impact our transportation costs, which affect the pricing and demand of our services, and have an impact on our results of operations.

 

We incur raw material costs in manufacturing our chemical products, as well as water sourcing costs in connection with obtaining strategic and reliable water sources to provide repeatable water volumes to our customers. We incurred raw material costs of $68.5 million and $8.3 million for the three months ended March 31, 2018 and 2017, respectively. $48.1 million of raw materials costs were attributable to our chemical products for the three months ended March 31, 2018. We incurred water sourcing costs of $12.5 million and $5.4 million for the three months ended March 31, 2018 and 2017, respectively.

 

Public Company Costs

 

General and administrative expenses related to being a publicly traded company include: Exchange Act reporting expenses; expenses associated with compliance with Sarbanes-Oxley Act; expenses associated with maintaining our listing on the New York Stock Exchange; incremental independent auditor fees; incremental legal fees; investor relations expenses; registrar and transfer agent fees; incremental director and officer liability insurance costs; and director compensation. We expect that general and administrative expenses related to being a publicly traded company will increase in future periods. Costs incurred by us for corporate and other overhead expenses will be reimbursed by SES Holdings pursuant to the SES Holdings LLC Agreement.

 

How We Evaluate Our Operations

 

We use a variety of operational and financial metrics to assess our performance. Among other measures, management considers each of the following:

 

·                 Revenue;

 

·                 Gross Profit (Loss);

 

·                 EBITDA; and

 

·                 Adjusted EBITDA.

 

Revenue

 

We analyze our revenue and assess our performance by comparing actual monthly revenue to our internal projections. We also assess incremental changes in revenue compared to incremental changes in direct operating costs, and selling, general and administrative expenses across our operating segments to identify potential areas for improvement, as well as to determine whether segments are meeting management’s expectations.

 

Gross Profit (Loss)

 

To measure our financial performance, we analyze our gross profit (loss), which we define as revenues less direct operating expenses (including depreciation and amortization expenses). We believe gross profit is a meaningful metric because it provides insight on profitability and true operating performance based on the historical cost basis of our assets. We also compare gross profit (loss) to prior periods and across segments to identify underperforming segments.

 

40



 

EBITDA and Adjusted EBITDA

 

We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net income/(loss), plus interest expense, taxes, and depreciation and amortization. We define Adjusted EBITDA as EBITDA plus/(minus) loss/(income) from discontinued operations, plus any impairment charges or asset write-offs pursuant to GAAP, plus/(minus) non-cash losses/(gains) on the sale of assets or subsidiaries, non-recurring compensation expense, non-cash compensation expense, and non-recurring or unusual expenses or charges, including severance expenses, transaction costs, or facilities-related exit and disposal-related expenditures, plus/(minus) foreign currency losses/(gains) and plus any inventory write-downs. See “—Comparison of Non-GAAP Financial Measures” for more information and a reconciliation of EBITDA and Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP.

 

Factors Affecting the Comparability of Our Results of Operations to Our Historical Results of Operations

 

Our future results of operations may not be comparable to our historical results of operations for the periods presented, primarily for the reasons described below.

 

Acquisition Activity

 

As described above, we are continuously evaluating potential investments, particularly in water transfer, infrastructure and other water-related services. To the extent we consummate acquisitions, any incremental revenues or expenses from such transactions would not be included in our historical results of operations.

 

Rockwater Merger

 

On November 1, 2017, we completed the Rockwater Merger whereby we acquired the business, assets and operations of Rockwater. Our historical financial statements for periods prior to November 1, 2017 do not include the results of operations of Rockwater.

 

Resource Water Acquisition

 

On September 15, 2017, we completed our acquisition of Resource Water. Our historical financial statements for periods prior to September 15, 2017 do not include the results of operations of Resource Water.

 

GRR Acquisition

 

On March 10, 2017, we completed our acquisition of GRR Entities. Our historical financial statements for periods prior to March 10, 2017 do not include the results of operations of the GRR Entities.

 

41



 

Results of Operations

 

The following tables set forth our results of operations for the periods presented, including revenue by segment.

 

Three Months Ended March  31, 2018 Compared to the Three Months Ended March 31, 2017

 

 

 

Three Months Ended
March 31,

 

Change

 

 

 

2018

 

2017

 

Dollars

 

Percentage

 

 

 

(in thousands)

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

Water solutions

 

$

257,543

 

$

78,377

 

$

179,166

 

228.6

%

Oilfield chemicals

 

63,630

 

—

 

63,630

 

NM

 

Wellsite services

 

55,222

 

21,548

 

33,674

 

156.3

%

Total revenue

 

376,395

 

99,925

 

276,470

 

276.7

%

 

 

 

 

 

 

 

 

 

 

Costs of revenue

 

 

 

 

 

 

 

 

 

Water solutions

 

194,062

 

60,621

 

133,441

 

220.1

%

Oilfield chemicals

 

57,084

 

—

 

57,084

 

NM

 

Wellsite services

 

46,418

 

18,342

 

28,076

 

153.1

%

Depreciation and amortization

 

30,882

 

21,204

 

9,678

 

45.6

%

Total costs of revenue

 

328,446

 

100,167

 

228,279

 

227.9

%

Gross profit (loss)

 

47,949

 

(242

)

48,191

 

NM

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

25,681

 

9,957

 

15,724

 

157.9

%

Depreciation and amortization

 

541

 

446

 

95

 

21.3

%

Impairment of investment

 

2,000

 

—

 

2,000

 

NM

 

Lease abandonment costs

 

1,124

 

1,863

 

(739

)

(39.7

)%

Total operating expenses

 

29,346

 

12,266

 

17,080

 

139.2

%

Income (loss) from operations

 

18,603

 

(12,508

)

31,111

 

NM

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(1,151

)

(730

)

(421

)

57.7

%

Foreign currency losses, net

 

(400

)

—

 

(400

)

NM

 

Other (expense) income, net

 

(458

)

1,064

 

(1,522

)

NM

 

Income (loss) before tax expense

 

16,594

 

(12,174

)

28,768

 

NM

 

Tax expense

 

(462

)

(106

)

(356

)

335.8

%

Net income (loss)

 

$

16,132

 

$

(12,280

)

$

28,412

 

NM

 

 

Revenue

 

Our revenue increased $276.4 million, or 276.7%, to $376.3 million for the three months ended March 31, 2018 compared to $99.9 million for the three months ended March 31, 2017. The increase was primarily attributable to an increase in our Water Solutions segment revenues of $179.2 million. The increase in revenue was primarily attributable to an increase in demand for our services as a result of a rise in completion activities, as well as the GRR Acquisition, which closed on March 10, 2017, and the Rockwater Merger, which closed on November 1, 2017. For the three months ended March 31, 2018, our Water Solutions, Oilfield Chemicals and Wellsite Services segments constituted 68.4%, 16.9% and 14.7% of our total revenue, respectively, compared to 78.5%, 0.0%, and 21.5%, respectively, for the three months ended March 31, 2017. The revenue increase by operating segment was as follows:

 

42



 

Water Solutions.  Revenue increased $179.2 million, or 228.6%, to $257.6 million for the three months ended March 31, 2018 compared to $78.4 million for the three months ended March 31, 2017. The increase was primarily attributable to the Rockwater Merger as well as an increase in the demand for our services as a result of a rise in completion activities and an increase in average quarterly rig count of 28.7% during the three months ended March 31, 2018 compared to the three months ended March 31, 2017. Additionally, the GRR Acquisition, which closed March 10, 2017, and the water solutions operations related to the GRR Acquisition, contributed $16.9 million of revenue for the three months ended March 31, 2018 as compared to the $1.9 million of revenue for the period from the close of the acquisition through March 31, 2017.

 

Oilfield Chemicals.  Revenue from our oilfield chemicals segment relates to our Rockwater operations.

 

Wellsite Services.  Revenue increased $33.6 million, or 156.3%, to $55.1 million for the three months ended March 31, 2018 compared to $21.5 million for the three months ended March 31, 2017. The increase was primarily attributable to the Rockwater Merger as well as an increase in the demand for our services as a result of a rise in completion activities and an increase in average quarterly rig count of 28.7% as compared to three months ended March 31, 2017. The Rockwater Merger contributed $24.0 million of revenue for the three months ended March 31, 2018.

 

Costs of Revenue

 

Cost of revenue increased $228.4 million, or 227.9%, to $328.6 million for the three months ended March 31, 2018 compared to $100.2 million for the three months ended March 31, 2017. The increase was largely attributable to the Rockwater Merger as well as higher salaries and wages due to an increase in employee headcount, and outside services, rentals and materials expense as a result of increased demand for our services due to the overall increase in drilling, completion and production activities, particularly in our Water Solutions segment. The cost of revenue increase by operating segment was as follows:

 

Water Solutions.  Cost of revenue increased $133.4 million, or 220.1%, to $194.0 million for the three months ended March 31, 2018 compared to $60.6 million for the three months ended March 31, 2017.  The results for the three months ended March 31, 2018 includes costs associated with Rockwater’s operations. The increase was partly attributable to an increase in salaries and wages of $47.7 million as a result of a 140.7% increase in average headcount during the three months ended March 31, 2018 as compared to the prior year period. In addition to the increases in salaries and wages, we saw an increase in our contract labor expense of $27.2 million as the rapid growth rate in the demand for our services has resulted in increased short-term labor needs while our internal recruitment and hiring continues. The increase in cost of revenue was also attributable to an increase in equipment rental and maintenance expense of $19.7 million, materials and supplies expense of $17.8 million and bulk and retail fuel expense of $10.5 million. The increase in fuel and maintenance related expenses were largely attributable to a 149.9% increase in the average number of trucks and tractors in our fleet.

 

Oilfield Chemicals.  Cost of revenue from our oilfield chemicals relates to our Rockwater operations. These costs primarily related to raw material costs incurred in manufacturing our chemical products.

 

Wellsite Services.  Cost of revenue increased $28.0 million, or 153.3%, to $46.3 million for the three months ended March 31, 2018 compared to $18.3 million for the three months ended March 31, 2017. The results for the three months ended March 31, 2018 include $21.4 million of costs associated with Rockwater’s Canadian operations and Bakken sand and fluid hauling operations. Excluding Rockwater’s operations, the remaining increase was partially attributable to an increase in salaries and wages and certain labor support costs of $3.5 million resulting from a 22.4% increase in average headcount during the three months ended March 31, 2018 as compared to the prior year period resulting from increased demand for our services.

 

Depreciation and Amortization. Depreciation and amortization expense increased $9.7 million, or 45.6%, to $30.9 million for the three months ended March 31, 2018 compared to $21.2 million for the three months ended March 31, 2017.  The increase was primarily attributable to additional depreciation from assets acquired in the Rockwater Merger, which closed on November 1, 2017.

 

43



 

Gross Profit (Loss)

 

Gross profit (loss) improved by $48.1 million, to a gross profit of $47.9 million for the three months ended March 31, 2018 compared to a gross loss of $0.2 million for the three months ended March 31, 2017 as a result of factors described above.

 

Selling, General and Administrative Expenses

 

The increase in selling, general and administrative expenses of $15.7 million, or 157.9%, to $25.7 million for the three months ended March 31, 2018 compared to $10.0 million for the three months ended March 31, 2017. The results for the three months ended March 31, 2018 reflects Rockwater’s operations. This overall increase was primarily related to the Rockwater Merger, GRR Acquisition and other deal costs, and a $9.0 million increase in other administrative and labor costs, largely related to our new status as a public company during the three months ended March 31, 2018 as compared to the prior year period.

 

Impairment

 

During the three months ended March 31, 2018, we determined that our cost method investee was no longer fully recoverable, and as such, it was written down to its estimated fair value of $0.5 million. The impairment expense of $2.0 million is included in impairment of investment within the consolidated statement of operations.

 

Lease Abandonment Costs

 

Due to depressed industry conditions and a resulting reduction in the need for facilities, we decided to close certain facilities beginning in the third quarter of 2016. In conjunction with the Rockwater Merger, we decided to close certain additional facilities that were deemed duplicative of our existing operational locations. As a result of continuing costs related to certain facilities that are no longer in use, we recorded $1.1 million of lease abandonment costs during the three months ended March 31, 2018, approximately $0.7 million of which are directly attributable to the Rockwater Merger. We recorded $1.9 million of lease abandonment costs during the three months ended March 31, 2017.

 

Interest Expense

 

The increase in interest expense of $0.4 million, or 57.7% during the three months ended March 31, 2018 compared to the three months ended March 31, 2017 was due to an increase in our debt borrowings in connection with the Rockwater Merger.

 

Net Income (Loss)

 

Net income (loss) improved by $28.4 million to a net income of  $16.1 million for the three months ended March 31, 2018 compared to a net loss of  $12.3 million for the three months ended March 31, 2017 largely as a result of the factors described above.

 

Comparison of Non-GAAP Financial Measures

 

We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net income (loss), plus interest expense, taxes, and depreciation and amortization. We define Adjusted EBITDA as EBITDA plus/(minus) loss/(income) from discontinued operations, plus any impairment charges or asset write-offs pursuant to GAAP, plus/(minus) non-cash losses/(gains) on the sale of assets or subsidiaries, non-recurring compensation expense, non-cash compensation expense, and non-recurring or unusual expenses or charges, including severance expenses, transaction costs, or facilities-related exit and disposal-related expenditures, plus/(minus) foreign currency losses/(gains) and plus any inventory write-downs.

 

44



 

Our board of directors, management and investors use EBITDA and Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and items outside the control of our management team. We present EBITDA and Adjusted EBITDA because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP.

 

Note Regarding Non-GAAP Financial Measures

 

EBITDA and Adjusted EBITDA are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors in assessing our financial performance and results of operations. Net income is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. Our non-GAAP financial measures should not be considered as alternatives to the most directly comparable GAAP financial measure. Each of these non-GAAP financial measures has important limitations as an analytical tool due to exclusion of some but not all items that affect the most directly comparable GAAP financial measures. You should not consider EBITDA or Adjusted EBITDA in isolation or as substitutes for an analysis of our results as reported under GAAP. Because EBITDA and Adjusted EBITDA may be defined differently by other companies in our industry, our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. For further discussion, please see “Item 6. Selected Financial Data” in our 2017 Form 10-K.

 

The following tables present a reconciliation of EBITDA and Adjusted EBITDA to our net loss, which is the most directly comparable GAAP measure for the periods presented:

 

 

 

Three Months Ended
March 31,

 

 

 

2018

 

2017

 

 

 

 

 

 

 

Net income (loss)

 

$

16,132

 

$

(12,280

)

Interest expense

 

1,151

 

730

 

Tax expense

 

462

 

106

 

Depreciation and amortization

 

31,423

 

21,650

 

EBITDA

 

49,168

 

10,206

 

Impairment of investment

 

2,000

 

—

 

Lease abandonment costs

 

1,124

 

1,863

 

Non-recurring transaction costs

 

2,694

 

748

 

Non-cash compensation expenses

 

2,481

 

643

 

Non-cash loss on sale of assets or subsidiaries

 

1,515

 

309

 

Foreign currency losses

 

400

 

—

 

Inventory write downs

 

266

 

—

 

Adjusted EBITDA

 

$

59,648

 

$

13,769

 

 

EBITDA was $49.2 million for the three months ended March 31, 2018 compared to $10.2 million for the three months ended March 31, 2017. Adjusted EBITDA was $59.6 million for the three months ended March 31, 2018 compared to $13.8 million for the three months ended March 31, 2017. The increases in EBITDA and Adjusted EBITDA resulted from an increase in our revenues and gross profit, as discussed above.

 

45



 

Liquidity and Capital Resources

 

Overview

 

Our primary sources of liquidity to date have been capital contributions from our members, the net proceeds from the Select 144A Offering, the net proceeds from the IPO, borrowings under our credit facilities and cash flows from operations. Our primary uses of capital have been capital expenditures to support organic growth and fund acquisitions. Depending upon market conditions and other factors, we may also issue debt and equity securities if needed.

 

We intend to finance most of our capital expenditures, contractual obligations and working capital needs with cash generated from operations and borrowings from our Credit Agreement. For a discussion of the Credit Agreement, see “—Credit Agreement” below. We believe that our operating cash flow and available borrowings under our Credit Agreement will be sufficient to fund our operations for at least the next twelve months.

 

On April 26, 2017, we completed the IPO for net proceeds of approximately $111.4 million, net of underwriting discounts and commissions and estimated offering expenses. We contributed all of these net proceeds to SES Holdings in exchange for SES Holdings LLC Units. SES Holdings used the net proceeds to repay borrowings incurred under our Previous Credit Facility to fund the cash portion of the purchase price of the GRR Acquisition, for the cash settlement of outstanding phantom unit awards at SES Holdings and for capital expenditures. On May 10, 2017, we received cash proceeds of approximately $17.1 million, net of underwriting discounts and commissions and estimated offering expenses, from the exercise in full by the underwriters of our IPO of their option to purchase additional shares of Class A Common Stock. We used the net proceeds from the underwriters’ option exercise for general corporate purposes, including funding additional capital expenditures.

 

At March 31, 2018, cash and cash equivalents totaled $6.1 million. In addition to cash and cash equivalents, we had approximately $160.8 million of available borrowing capacity under our Credit Facility as of March 31, 2018. As of March 31, 2018, the borrowing base under the Credit Agreement was $255.6 million, the outstanding borrowings totaled $75.0 million and the outstanding letters of credit totaled $19.8 million. As of May 7, 2018, the borrowing base under the Credit Agreement was $283.1 million, the outstanding borrowings totaled $85.0 million and the outstanding letters of credit totaled $18.3 million. At the same date, the available borrowing capacity under the Credit Agreement was $178.3 million.

 

46



 

Cash Flows

 

The following table summarizes our cash flows for the periods indicated:

 

 

 

Three Months Ended
March 31,

 

Dollar

 

Percentage

 

 

 

2018

 

2017

 

Change

 

Change

 

 

 

(in thousands)

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

35,205

 

$

(7,936

)

$

43,141

 

NM

 

Net cash used in investing activities

 

(31,003

)

(58,057

)

27,054

 

(46.6

)%

Net cash (used in) provided by financing activities

 

(806

)

34,000

 

(34,806

)

NM

 

Subtotal

 

$

3,396

 

$

(31,993

)

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(53

)

—

 

(53

)

NM

 

Net increase (decrease) in cash

 

$

3,343

 

$

(31,993

)

 

 

 

 

 

Analysis of  Cash Flow Changes Between the Quarter Ended March 31, 2018 and 2017

 

Operating Activities. Net cash provided by operating activities was $35.2 million for the three months ended March 31, 2018, compared to net cash used in operating activities of $7.9 million for the three months ended March 31, 2017.  The $43.1 million increase in net cash provided by operating activities related primarily to net income adjusted for noncash items which was driven by a significant growth in revenue and improvement in gross margins resulting from recovering demand for our services as compared to the prior year period, as well as the financial earnings contribution of the Rockwater Merger.

 

Investing Activities. Net cash used in investing activities was $31.0 million for the three months ended March 31, 2018, compared to $58.1 million for the three months ended March 31, 2017. The $27.1 million decrease in net cash used in investing activities was primarily due to the $49.0 million decrease in cash used for acquisitions, primarily related to the GRR Acquisition in March 10, 2017, net of an increase in cash used for capital expenditures during the three months ended March 31, 2018 of $21.8 million.

 

Financing Activities. Net cash used in financing activities was $0.8 million for the three months ended March 31, 2018, compared to cash provided by financing activities of $34.0 million for the three months ended March 31, 2017.  The $34.8 million decrease in net cash provided by financing activities was primarily due to non-recurring nature of the $34.0 million in borrowings made in March 2017 that were used to fund the GRR Acquisition.

 

47



 

Credit Agreement

 

Our previous credit facility (the “Previous Credit Facility”), originally executed in May 2011, was amended over time. Effective December 20, 2016, we amended the Previous Credit Facility to extend the maturity date from February 28, 2018 to February 28, 2020 and reduce the revolving line of credit to $100.0 million.

 

On November 1, 2017, in connection with the closing of the Rockwater Merger (the “Closing”), SES Holdings and Select LLC (the “Borrower”), entered into a $300.0 million senior secured revolving credit facility (the “Credit Agreement”), by and among SES Holdings, as parent, Select LLC, as Borrower, and certain of SES Holdings’ subsidiaries, as guarantors, and each of the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, issuing lender and swingline lender (the “Administrative Agent”). The Credit Agreement also has a sublimit of $40.0 million for letters of credit and a sublimit of $30.0 million for swingline loans. Subject to obtaining commitments from existing or new lenders, we have the option to increase the maximum amount under the Credit Agreement by $150.0 million during the first three years following the Closing. The maturity date of Credit Facility was also extended from February 28, 2020 to November 1, 2022.

 

In connection with our entry into the Credit Agreement, the obligations of SES Holdings and Select LLC under the Previous Credit Facility were repaid in full and the Previous Credit Facility was terminated.

 

The Credit Agreement permits extensions of credit up to the lesser of $300.0 million and a borrowing base that is determined by calculating the amount equal to the sum of (i) 85.0% of the Eligible Billed Receivables (as defined in the Credit Agreement), plus (ii) 75.0% of Eligible Unbilled Receivables (as defined in the Credit Agreement), provided that this amount will not equal more than 35.0% of the borrowing base, plus (iii) the lesser of (A) the product of 70.0% multiplied by the value of Eligible Inventory (as defined in the Credit Agreement) at such time and (B) the product of 85.0% multiplied by the Net Recovery Percentage (as defined in the Credit Agreement) identified in the most recent Acceptable Appraisal of Inventory (as defined in the Credit Agreement), multiplied by the value of Eligible Inventory at such time, provided that this amount will not equal more than 30.0% of the borrowing base, minus (iv) the aggregate amount of Reserves (as defined in the Credit Agreement), if any, established by the Administrative Agent from time to time, including, if any, the amount of the Dilution Reserve (as defined in the Credit Agreement). The borrowing base is calculated on a monthly basis pursuant to a borrowing base certificate delivered by the Borrower to the Administrative Agent.

 

Borrowings under the Credit Agreement bear interest, at Select LLC’s election, at either the (a) one-, two-, three- or six-month LIBOR (“Eurocurrency Rate”) or (b) the greatest of (i) the federal funds rate plus 0.5%, (ii) the one-month Eurocurrency Rate plus 1.0% 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 Eurocurrency Rate loans ranges from 1.50% to 2.00% and the applicable margin for Base Rate loans ranges from 0.50% to 1.00%, in each case, depending on Select LLC’s average excess availability under the Credit Agreement. The applicable margin for Eurocurrency Rate loans will be 1.75% and the applicable margin for Base Rate loans will be 0.75% until June 30, 2018. During the continuance of a bankruptcy event of default, automatically and during the continuance of any other default, upon the Administrative Agent’s or the required lenders’ election, all outstanding amounts under the Credit Agreement will bear interest at 2.00% plus the otherwise applicable interest rate.

 

The obligations under the Credit Agreement are guaranteed by SES Holdings and certain subsidiaries of SES Holdings and Select LLC and secured by a security interest in substantially all of the personal property assets of SES Holdings, Select LLC and their domestic subsidiaries.

 

The Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants and events of default. If an event of default occurs and is continuing, the lenders may declare all amounts outstanding under the Credit Agreement to be immediately due and payable.

 

48



 

In addition, the Credit Agreement restricts SES Holdings’ and Select LLC’s ability to make distributions on, or redeem or repurchase, its equity interests, except for certain distributions, including distributions of cash so long as, both at the time of the distribution and after giving effect to the distribution, no default exists under the Credit Agreement and either (a) excess availability at all times during the preceding 30 consecutive days, on a pro forma basis and after giving effect to such distribution, is not less than the greater of (1) 25.0% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (2) $37.5 million or (b) if SES Holdings’ fixed charge coverage ratio is at least 1.0 to 1.0 on a pro forma basis, and excess availability at all times during the preceding 30 consecutive days, on a pro forma basis and after giving effect to such distribution, is not less than the greater of (1) 20.0% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (2) $30.0 million. Additionally, the Credit Agreement generally permits Select LLC to make distributions to allow Select Inc. to make payments required under the existing Tax Receivable Agreements.

 

The Credit Agreement also requires SES Holdings to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 at any time availability under the Credit Agreement is less than the greater of (i) 10.0% of the lesser of (A) the maximum revolver amount and (B) the then-effective borrowing base and (ii) $15.0 million and continuing through and including the first day after such time that availability under the Credit Agreement has equaled or exceeded the greater of (i) 10.0% 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.

 

We were in compliance with all debt covenants as of March 31, 2018.

 

Contractual Obligations

 

Our contractual obligations include, among other things, our Credit Facility and operating leases. Refer to Note 8—Debt in Part I, Item 1 of this Quarterly Report for an update to our contractual obligations as of March 31, 2018.

 

Critical Accounting Policies and Estimates

 

There were no changes to our critical accounting policies from those disclosed in our 2017 Form 10-K filed on March 19, 2018.

 

Recent Accounting Pronouncements

 

For information regarding new accounting policies or updates to existing accounting policies as a result of new accounting pronouncements, please refer to Note 2 - Significant Accounting Policies in Part I, Item 1 of this Quarterly Report, which is incorporated herein by reference.

 

Off Balance Sheet Arrangements

 

At March 31, 2018, we had no material off balance sheet arrangements, except for operating leases. As such, we are not exposed to any material financing, liquidity, market or credit risk that could arise if we had engaged in such financing arrangements.

 

49



 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

The demand, pricing and terms for oilfield services provided by us are largely dependent upon the level of activity for the U.S. oil and gas industry. Industry conditions are influenced by numerous factors over which we have no control, including, but not limited to: the supply of and demand for oil and gas; the level of prices, and expectations about future prices of oil and gas; the cost of exploring for, developing, producing and delivering oil and gas; the expected rates of declining current production; the discovery rates of new oil and gas reserves; available pipeline and other transportation capacity; weather conditions; domestic and worldwide economic conditions; political instability in oil-producing countries; environmental regulations; technical advances affecting energy consumption; the price and availability of alternative fuels; the ability of oil and gas producers to raise equity capital and debt financing; and merger and divestiture activity among oil and gas producers.

 

The level of activity in the U.S. oil and gas industry is volatile. Expected trends in oil and gas production activities may not continue and demand for our services may not reflect the level of activity in the industry. Any prolonged substantial reduction in oil and gas prices would likely affect oil and gas production levels and therefore affect demand for our services. A material decline in oil and gas prices or U.S. activity levels could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

Interest Rate Risk

 

At March 31, 2018, we had approximately $75.0 million outstanding under our Credit Agreement. As of May 7, 2018, we had approximately $85.0 million of outstanding borrowings and approximately $178.3 million of available borrowing capacity under our Credit Agreement. Interest is calculated under the terms of our Credit Agreement based on our selection, from time to time, of one of the index rates available to us plus an applicable margin that varies based on certain factors. Assuming no change in the amount outstanding, the impact on interest expense of a 1% increase or decrease in the assumed weighted average interest rate would be approximately $0.8 million per year. We do not currently have or intend to enter into any derivative arrangements to protect against fluctuations in interest rates applicable to our outstanding indebtedness.

 

Foreign Currency Exchange Risk

 

We are exposed to fluctuations between the U.S. dollar and the Canadian dollar with regard to the activities of our Canadian subsidiary, acquired in the Rockwater Merger, which has designated the Canadian dollar as its functional currency. As such, future earnings are subject to change due to fluctuations in foreign currency exchange rates when transactions are denominated in currencies other than our functional currencies. We do not currently have or intend to enter into any derivative arrangements to protect against fluctuations in exchange rates applicable to the Canadian dollar.

 

50



 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

As required by Rule 13a-15(d) under the Exchange Act, we have evaluated, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, our internal controls over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to determine whether any changes occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based upon that evaluation, our principal executive officer and principal financial officer concluded there were no such changes in our internal control over financial reporting during the quarter ended March 31, 2018.

 

On November 1, 2017, we acquired Rockwater (please refer to Note 3 to the accompanying consolidated financial statements for additional information). We are in the process of evaluating the internal controls of the acquired business and integrating it into our existing operations. As a result of these integration activities, certain controls will be evaluated and may be changed.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

51



 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not currently a party to any legal proceedings that, if determined adversely against us, individually or in the aggregate, would have a material adverse effect on our financial position, results of operations or cash flows. We are, however, named defendants in certain lawsuits, investigations and claims arising in the ordinary course of conducting our business, including certain environmental claims and employee-related matters, and we expect that we will be named defendants in similar lawsuits, investigations and claims in the future. While the outcome of these lawsuits, investigations and claims cannot be predicted with certainty, we do not expect these matters to have a material adverse impact on our business, results of operations, cash flows or financial condition. We have not assumed any liabilities arising out of these existing lawsuits, investigations and claims.

 

In December 2016, Rockwater was notified by the U.S. Attorney’s Office for the Middle District of Pennsylvania that it is being investigated for altering emissions control systems on several of its vehicles. We are cooperating with the investigation and have determined that mechanics servicing our vehicle fleet may have installed software on certain vehicles and modified a few other vehicles to deactivate or bypass the factory-installed emissions control systems. At present, it appears that 31 vehicles in Pennsylvania were modified in this manner, apparently to improve vehicle performance and reliability. As a result of a company-wide investigation undertaken voluntarily and in cooperation with the U.S. Department of Justice, we have determined that approximately 30 additional company vehicles outside of Pennsylvania may have been altered. As of the date of the initiation of the investigation, we operated approximately 1,400 vehicles in the U.S., and the modified vehicles constituted less than 5% of our fleet at such time. We are unable to predict at this time whether any administrative, civil or criminal charges will be brought against us, although we have learned that at least one employee, a service shop supervisor, may be the target of a criminal investigation, and it is possible that other individuals or we could become targets. We are cooperating with the U.S. Department of Justice in all aspects of the investigation and have instituted procedures to ensure that our mechanics do not tamper with or bypass any emissions control systems when they are performing vehicle maintenance, and we have also reached an agreement with the U.S. Department of Justice providing for either the restoration or removal from service of those vehicles that were modified. Although we are unable to predict the outcome of this investigation, we note that in similar circumstances, the EPA has imposed fines of up to $7,200 per altered vehicle and has also required the responsible party to disgorge any financial benefit that it may have derived.

 

Item 1A. Risk Factors

 

There have been no material changes to the Risk Factors disclosed in the 2017 Form 10-K.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Issuer Purchases of Equity Securities

 

During the three months ended March 31, 2018, we repurchased the shares shown in the table below to satisfy tax withholding obligations upon the vesting of restricted stock awarded to certain of our employees:

 

Period

 

Total Number
of
Shares
Purchased

 

Weighted Average
Price
Paid Per Share

 

January 1, 2018 to January 31, 2018

 

7,852

 

$

21.70

 

February 1 2018 to February 28, 2018

 

—

 

—

 

March 1, 2018 to March 31, 2018

 

7,382

 

$

12.62

 

 

 

15,234

 

 

 

 

52



 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits

 

The exhibits listed on the accompanying Exhibit Index are filed, furnished or incorporated by reference as part of this report, and such Exhibit Index is incorporated herein by reference.

 

53



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

2.1

 

Agreement and Plan of Merger, dated as of July 18, 2017, by and among Select Energy Services, Inc., SES Holdings, LLC, Raptor Merger Sub, Inc., Raptor Merger Sub, LLC, Rockwater Energy Solutions, Inc. and Rockwater Energy Solutions, LLC (incorporated by reference herein to Exhibit 2.1 to Select Energy Services, Inc.’s Current Report on Form 8-K, filed on July 19, 2017).

 

 

 

3.1

 

Third Amended and Restated Certificate of Incorporation of Select Energy Services, Inc. (incorporated by reference herein to Exhibit 4.1 to Select Energy Services, Inc.’s Registration Statement on Form S-8, filed on November 2, 2017 (Registration No. 333-221282)).

 

 

 

3.2

 

Amended and Restated Bylaws of Select Energy Services, Inc. (incorporated by reference herein to Exhibit 3.2 to Select Energy Services, Inc.’s Registration Statement on Form S-1, filed on March 2, 2017 (Registration No. 333- 216404)).

 

 

 

10.1

 

Form of Restricted Stock Grant Notice and Restricted Stock Agreement under the Select Energy Services, Inc. 2016 Equity Incentive Plan (incorporated by reference herein to Exhibit 10.18 to Select Energy Services, Inc.’s Annual Report on Form 10-K, filed March 19, 2018).

 

 

 

10.2

 

Form of Performance Share Unit Grant Notice and Performance Share Unit Agreement under the Select Energy Services, Inc. 2016 Equity Incentive Plan (incorporated by reference herein to Exhibit 10.19 to Select Energy Services, Inc.’s Annual Report on Form 10-K, filed March 19, 2018).

 

 

 

10.3

 

Form of Stock Option Agreement for John Schmitz under the Select Energy Services, Inc. 2016 Equity Incentive Plan (incorporated by reference herein to Exhibit 10.20 to Select Energy Services, Inc.’s Annual Report on Form 10-K, filed March 19, 2018).

 

 

 

31.1

 

Certification of Chief Executive Officer required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.

 

 

 

31.2

 

Certification of Chief Financial Officer required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.

 

 

 

**32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

**32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101

 

Interactive Data Files

 


** Furnished herewith

 

54



 

SIGNATURE

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

SELECT ENERGY SERVICES, INC.

Date: May 11, 2018

By:

/s/ Holli Ladhani

 

 

Holli Ladhani

 

 

President and Chief Executive Officer

 

 

(Principal Executive Officer)

Date: May 11, 2018

By:

/s/ Gary Gillette

 

 

Gary Gillette

 

 

Chief Financial Officer and Senior Vice President

 

 

(Principal Financial Officer and Principal Accounting Officer)

 

55



EXHIBIT 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) 
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

I, Holli Ladhani, certify that:

 

1.                                      I have reviewed this quarterly report of Select Energy Services, Inc. (the “registrant”);

 

2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.                                      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a.                                      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.                                      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

c.                                       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                                      The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 



 

a.                                      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.                                      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:   May  11, 2018

 

 

 

/s/ Holli Ladhani

 

Holli Ladhani

 

President and Chief Executive Officer
(Principal Executive Officer)

 



EXHIBIT 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) 
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

I, Gary Gillette, certify that:

 

1.                                      I have reviewed this quarterly report of Select Energy Services, Inc. (the “registrant”);

 

2.                                      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.                                      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.                                      The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a.                                      Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.                                      Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

c.                                       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.                                      The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 



 

a.                                      All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.                                      Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:   May  11, 2018

 

 

 

 

/s/ Gary Gillette

 

Gary Gillette

 

Chief Financial Officer and Senior Vice President

 

(Principal Financial Officer and Principal Accounting Officer)

 



EXHIBIT 32.1

 

CERTIFICATION OF 
CHIEF EXECUTIVE OFFICER 
UNDER SECTION 906 OF THE 
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350

 

In connection with the quarterly report of Select Energy Services, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Holli Ladhani, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to her knowledge:

 

(1)                                 the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2)                                 the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date:   May  11, 2018

 

 

/s/ Holli Ladhani

 

Holli Ladhani

 

President and Chief Executive Officer

 

(Principal Executive Officer)

 



EXHIBIT 32.2

 

CERTIFICATION OF 
CHIEF FINANCIAL OFFICER 
UNDER SECTION 906 OF THE 
SARBANES OXLEY ACT OF 2002, 18 U.S.C. § 1350

 

In connection with the quarterly report of Select Energy Services, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Gary Gillette, Chief Financial Officer of the Company,  hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

 

(1)                                 the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2)                                 the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

 

Date:   May  11, 2018

 

 

/s/ Gary Gillette

 

Gary Gillette

 

Chief Financial Officer and Senior Vice President

 

(Principal Financial Officer and Principal Accounting Officer)

 



 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 4, 2018

 


 

SELECT ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-38066

 

81-4561945

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

515 Post Oak Blvd, Suite 200

Houston, TX 77027

(Address of Principal Executive Offices)

 

(713) 235-9500

(Registrant’s Telephone Number, Including Area Code)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

At the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Select Energy Services, Inc. (the “Company” or “Select”) held on May 4, 2018, Select stockholders elected each of the Company’s director nominees who had been nominated to serve until the Company’s 2019 Annual Meeting of Stockholders. David C. Baldwin was re-elected with 99.75% of the votes cast, Richard A. Burnett was re-elected with 99.73% of the votes cast, Robert V. Delaney was re-elected with 99.73% of the votes cast, Adam J. Klein was re-elected with 94.93% of the votes cast, Holli C. Ladhani was re-elected with 98.24% of the votes cast, Keith O. Rattie was re-elected with 99.73% of the votes cast, John D. Schmitz was re-elected with 99.71% of the votes cast, David A. Trice was re-elected with 99.72% of the votes cast, and Douglas J. Wall was re-elected with 94.93% of the votes cast. The ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm for fiscal 2018 was approved by 99.99% of the votes cast. The approval and ratification of the Select Energy Services, Inc. Employee Stock Purchase Plan was approved by 99.99% of the votes cast. The advisory stockholder vote on the compensation paid to the Company’s named executive officers, as disclosed in Select’s 2018 proxy statement, was approved by 99.62% of the votes cast. The alternatives with respect to the frequency with which Select will conduct future stockholder advisory votes on executive compensation received the following votes (as a percentage of the total votes cast): 73.79% for every 3 years, 1.80% for every 2 years and 24.40% for every year.

 

The final results of the voting on each matter of business at the Annual Meeting are as follows:

 

Proposal 1 — Election of Directors.

 

NOMINEES

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-

VOTES

 

David C. Baldwin

 

84,361,605

 

207,875

 

3,990

 

—

 

Richard A. Burnett

 

84,343,734

 

225,746

 

3,990

 

—

 

Robert V. Delaney

 

84,344,872

 

224,608

 

3,990

 

—

 

Adam J. Klein

 

80,289,710

 

4,279,770

 

3,990

 

—

 

Holli C. Ladhani

 

83,085,702

 

1,483,778

 

3,990

 

—

 

Keith O. Rattie

 

84,349,235

 

220,245

 

3,990

 

—

 

John D. Schmitz

 

84,329,811

 

239,624

 

4,035

 

—

 

David A. Trice

 

84,337,326

 

232,154

 

3,990

 

—

 

Douglas J. Wall

 

80,289,699

 

4,279,781

 

3,990

 

—

 

 

Proposal 2 — Ratification of the appointment of Grant Thornton LLP as Select’s independent registered public accounting firm for fiscal 2018.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-
VOTES

 

87,873,162

 

2,318

 

372,691

 

—

 

 

Proposal 3 — Approval and ratification the adoption of the Select Energy Services, Inc. Employee Stock Purchase Plan.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-
VOTES

 

84,194,025

 

6,454

 

372,991

 

—

 

 

Proposal 4 — Approval, by advisory vote, of the compensation paid to Select’s named executive officers, as disclosed in Select’s 2018 proxy statement.

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER NON-
VOTES

 

83,851,654

 

318,541

 

403,275

 

—

 

 



 

Proposal 5 — Approval, by advisory vote, of the frequency with which Select Energy Services, Inc. will conduct future stockholder advisory votes on executive compensation, as disclosed in Select’s 2018 proxy statement.

 

1 YEAR

 

2 YEARS

 

3 YEARS

 

ABSTAIN

 

20,409,222

 

1,507,886

 

61,718,554

 

937,808

 

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 7, 2018

 

 

SELECT ENERGY SERVICES, INC.

 

 

 

 

 

 

By:

/s/ Adam R. Law

 

 

Adam R. Law

 

 

Senior Vice President, General Counsel & Corporate Secretary

 



 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 14, 2018 (May 8, 2018)

 


 

SELECT ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-38066

 

81-4561945

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

515 Post Oak Boulevard, Suite 200

Houston, Texas 77027

(Address of Principal Executive Offices)

 

(713) 235-9500

(Registrant’s Telephone Number, Including Area Code)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 



 

Item 5.02                   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On May 14, 2018, Select Energy Services, Inc. (the “Company”) announced that Gary M. Gillette, formerly Chief Financial Officer and Senior Vice President, will transition to become the Company’s Chief Administrative Officer and Senior Vice President, effective as of May 15, 2018. This decision was finalized May 8, 2018. The Company also announced that the board of directors of the Company has appointed Nick L. Swyka as Chief Financial Officer and Senior Vice President, effective as of May 15, 2018.

 

Mr. Swyka, age 38, will join the Company on May 15, 2018. He most recently served as Director of Investor Relations and Corporate Development at Nabors Industries (NYSE: NBR), a position he held since October 2015, and where he primarily managed investor and analyst messaging.  From February 2011 through October 2015, Mr. Swyka served as Director of Corporate Planning at Pacific Drilling (NYSE: PACD), where he was responsible for evaluating acquisition and organic growth opportunities, long-term corporate financial planning and developing growth and marketing strategies through global market forecasting. Prior to joining Pacific Drilling, Mr. Swyka worked as a consultant with McKinsey & Company from May 2008 to February 2011, specializing in high-level strategic and operational challenges and opportunities in the energy industry.  Mr. Swyka received his B.S. in International Political Economy from the Georgetown University, School of Foreign Service and an M.B.A. from the University of Texas at Austin, McCombs School of Business. Prior to pursuing his M.B.A., Mr. Swyka worked on Capitol Hill with the United States House of Representatives.

 

In connection with his appointment, Mr. Swyka will receive (i) a sign-on restricted stock award under the Select Energy Services, Inc. 2016 Equity Incentive Plan (as amended, the “Plan”), which vests in full in three years, (ii) a restricted stock award under the Plan, which vests ratably over three years, and (iii) a performance share unit award under the Plan, which is subject to performance conditions and is eligible to be earned at the end of a three-year performance period, in each case, subject to Mr. Swyka’s continued employment through the applicable vesting date or performance period.

 

On May 14, 2018, the Company, with the approval of the Company’s board of directors, entered into an indemnification agreement with Mr. Swyka (the “Indemnification Agreement”) in connection with his role as an officer of the Company. The Indemnification Agreement requires the Company to indemnify Mr. Swyka to the fullest extent permitted by applicable law against liability that may arise by reason of his service to the Company and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified. The Indemnification Agreement is in substantially the form referenced as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

 

There are no family relationships between Mr. Swyka and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no arrangements or understandings between Mr. Swyka and any other persons pursuant to which he was selected as Chief Financial Officer and Senior Vice President.

 

Item 7.01                   Regulation FD Disclosure

 

On May 14, 2018, the Company issued a news release announcing its updated executive structure, which includes Mr. Gillette’s transition to Chief Administrative Officer and Senior Vice President and Mr. Swyka’s appointment as Chief Financial Officer and Senior Vice President. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

 

2



 

Item 9.01                   Financial Statements and Exhibits.

 

(d)               Exhibits.

 

Exhibit No.

 

Description

10.1

 

Form of Indemnification Agreement (incorporated by reference herein to Exhibit 10.4 to Select Energy Services, Inc.’s Registration Statement on Form S-1, dated March 2, 2017 (Registration No. 333-216404)).

 

 

 

99.1

 

News Release, dated May 14, 2018.

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 14, 2018

 

 

SELECT ENERGY SERVICES, INC.

 

 

 

 

 

By:

/s/ Adam R. Law

 

 

Adam R. Law

 

 

Senior Vice President, General Counsel & Corporate Secretary

 

4



Exhibit 99.1

 

NEWS RELEASE

 

 

Contacts:

Select Energy Services

 

 

Chris George — VP, Investor Relations & Treasurer

 

 

(713) 296-1073

 

 

IR@selectenergyservices.com

 

 

 

 

 

Dennard Lascar Investor Relations

 

 

Ken Dennard / Lisa Elliott

 

 

713-529-6600

 

 

WTTR@dennardlascar.com

 

SELECT ENERGY SERVICES ANNOUNCES EXECUTIVE ADDITION

 

HOUSTON, TX — May 14, 2018 — Select Energy Services, Inc. (NYSE: WTTR) (“Select” or “the Company”), a leading provider of total water management and chemical solutions to the North American unconventional oil and gas industry, today announced the appointment of Nicholas (“Nick”) L. Swyka as Senior Vice President and Chief Financial Officer, succeeding Gary Gillette, who has been named Senior Vice President and Chief Administrative Officer, effective May 15, 2018.  The Company also announced the promotion of Chris George to Vice President, Investor Relations and Treasurer.

 

Since 2015, Mr. Swyka has served as Director of Investor Relations and Corporate Development at Nabors Industries (NYSE: NBR).  Prior to Nabors, he served as Director of Corporate Planning at Pacific Drilling from 2011 until 2015.  Prior to that, he worked as a consultant with McKinsey & Company from 2008 to 2011, specializing in high-level strategic and operational challenges and opportunities in the energy industry.  Swyka received his B.S. in International Political Economy from the Georgetown University School of Foreign Service and an M.B.A. from the University of Texas at Austin.  Prior to pursuing his M.B.A., he worked on Capitol Hill with the United States House of Representatives.

 

Holli Ladhani, President and CEO, stated, “We are very pleased to welcome Nick to the Select Energy management team.  I am confident that his strong financial expertise and extensive involvement in the oilfield services industry, as well as his experience working with capital markets, will be a valuable asset to the Company.  I am also pleased to have Gary take on the new role of Chief Administrative Officer where his outstanding organizational skills and substantial technology and operational background will help Select become more efficient as we continue to execute on our future growth objectives.”

 

About Select Energy Services, Inc.

 

Select is a leading provider of total water management and chemical solutions to the North American unconventional oil and gas industry.  Select provides for the sourcing and transfer of water, both by permanent pipeline and temporary hose, prior to its use in the drilling and completion activities associated with hydraulic fracturing, as well as complementary water-related services that support oil and gas well completion and production activities, including containment, monitoring, treatment and recycling, flowback, hauling, and disposal.  Select, under its Rockwater Energy Solutions brand, develops and manufactures a full suite of specialty chemicals used in the well completion process and production chemicals used to enhance performance over the producing life of a well.  Select currently provides services to exploration and production companies and oilfield service companies operating in all the major shale and producing basins in the United States and Western Canada.  For more information, please visit Select’s website, http://www.selectenergyservices.com.

 

1



 

Cautionary Statement Regarding Forward-Looking Statements

 

All statements in this communication other than statements of historical facts are forward-looking statements which contain our current expectations about our future results.  We have attempted to identify any forward-looking statements by using words such as “expect,” “will,” “estimate” and other similar expressions.  Although we believe that the expectations reflected, and the assumptions or bases underlying our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct.  Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause our actual results, events or financial positions to differ materially from those included within or implied by such forward-looking statements. Factors that could materially impact such forward-looking statements include, but are not limited to, the factors discussed or referenced in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2017 and in any subsequently filed quarterly reports on Form 10-Q or current reports on Form 8-K.  Investors should not place undue reliance on our forward-looking statements.  Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.

 

WTTR-PR

 

2