November 3, 2022 - 10-Q: Quarterly report pursuant to Section 13 or 15(d)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 30, 2022

☐	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)

1233 W. Loop South, Suite 1400 Houston, TX	77027
(Address of principal executive offices)	(Zip Code)

(713) 235-9500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	WTTR	New York Stock Exchange

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

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 ☐	Accelerated filer ☑	Non-accelerated filer ☐	Smaller reporting company ☐
			Emerging growth company ☐

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. ☐

Indicate by check mark whether the registrant is a shell company. Yes ☐ No ☑

As of October 31, 2022, the registrant had 98,102,383 shares of Class A common stock and 16,221,101 shares of Class B common stock outstanding.

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SELECT ENERGY SERVICES, INC.

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		Page
PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	55

Item 4.	Controls and Procedures	55

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	57

Item 1A.	Risk Factors	57

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57

Item 3.	Defaults Upon Senior Securities	57

Item 4.	Mine Safety Disclosures	57

Item 5.	Other Information	57

Item 6.	Exhibits	57

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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, in our subsequently filed Quarterly Reports on Form 10-Q, under the heading “Part II—Item 1A. Risk Factors” in this Quarterly Report and those set forth from time to time in our other filings with the Securities and Exchange Commission (the “SEC”). 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 severity and duration of world health events, including the novel coronavirus (“COVID-19”) pandemic and its variants, and associated repercussions to supply and demand for oil and natural gas and the economy generally;

●

global economic distress resulting from sustained Russia-Ukraine war and related economic sanctions, rising interest rates, and potential energy shortages in Europe which may decrease demand for oil and demand for our services or contribute to volatility in the prices for oil and natural gas;

●

actions taken by the members of the Organization of the Petroleum Exporting Countries (“OPEC”) and Russia (together with OPEC and other allied producing countries, “OPEC+”) with respect to oil production levels and announcements of potential changes in such levels, including the ability of the OPEC+ countries to agree on and comply with announced supply limitations;

●

actions taken by the Biden Administration or state governments, such as executive orders or new or expanded regulations, that may negatively impact the future production of oil and natural gas in the United States (“U.S.”) or our customers’ access to federal and state lands for oil and gas development operations, thereby reducing demand for our services in the affected areas;

●

the level of capital spending and access to capital markets by oil and gas companies in response to changes in commodity prices or reduced demand;

●

the ability to source certain raw materials and other critical components or manufactured products globally on a timely basis from economically advantaged sources;

●

operational challenges relating to the COVID-19 pandemic and efforts to mitigate the spread of the virus, including logistical challenges, measures taken to protect the health and well-being of our employees, remote work arrangements, performance of contracts and supply chain disruptions;

●

any new or additional measures required by national, state or local governments to combat COVID-19, such as a COVID-19 vaccine mandate, which if enacted, could reduce labor availability or add additional operational costs as we may experience constraints on our workforce and the workforce of our supply chain, which could have a negative impact on our operations;

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●

the potential deterioration of our customers’ financial condition, including defaults resulting from actual or potential insolvencies;

●

the degree to which consolidation among our customers may affect spending on U.S. drilling and completions;

●

trends and volatility in oil and gas prices, and our ability to manage through such volatility;

●

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, interstate freshwater transfer, chemicals, carbon pricing, pipeline construction, taxation or emissions, leasing, permitting or drilling on federal lands and various other environmental matters;

●

regional impacts to our business, including our key infrastructure assets within the Bakken, the Northern Delaware portion of the Permian Basin, and the Haynesville;

●

capacity constraints on regional oil, natural gas and water gathering, processing and pipeline systems that result in a slowdown or delay in drilling and completion activity, and thus a decrease in the demand for our services in our core markets;

●

regulatory and related policy actions intended by federal, state and/or local governments to reduce fossil fuel use and associated carbon emissions, or to drive the substitution of renewable forms of energy for oil and gas, may over time reduce demand for oil and gas and therefore the demand for our services;

●

growing demand for electric vehicles that may result in reduced demand for gasoline and therefore the demand for our services;

●

our ability to hire and retain key management and employees, including skilled labor;

●

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 health, safety and environmental performance;

●

the impact of competition on our operations;

●

the degree to which our exploration and production (“E&P”) customers may elect to operate their water-management services in-house rather than source these services from companies like us;

●

our level of indebtedness and our ability to comply with covenants contained in our Sustainability-Linked Credit Facility (as defined herein) or future debt instruments;

●

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

●

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

●

the impact of advances or changes in well-completion technologies or practices that result in reduced demand for our services, either on a volumetric or time basis;

●

changes in global political or economic conditions, generally, and in the markets we serve, including the rate of inflation and potential economic recession;

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●

acts of terrorism, war or political or civil unrest in the U.S. or elsewhere;

●

accidents, weather, natural disasters 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 “Part I—Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II—Item 1A. Risk Factors” in this Quarterly Report.

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 the heading “Part I―Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K and under the heading “Part II―Item 1A. Risk Factors” in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2022, and 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.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

SELECT ENERGY SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	September 30, 2022		December 31, 2021
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	13,222	$	85,801
Accounts receivable trade, net of allowance for credit losses of $4,891 and $4,401, respectively		388,797		232,824
Accounts receivable, related parties		303		219
Inventories		40,314		44,456
Prepaid expenses and other current assets		37,334		31,486
Total current assets		479,970		394,786
Property and equipment		1,018,402		943,515
Accumulated depreciation		(591,340)		(551,727)
Total property and equipment, net		427,062		391,788
Right-of-use assets, net		48,275		47,732
Other intangible assets, net		100,455		108,472
Other long-term assets, net		16,639		7,414
Total assets	$	1,072,401	$	950,192
Liabilities and Equity
Current liabilities
Accounts payable	$	55,844	$	36,049
Accrued accounts payable		64,861		52,051
Accounts payable and accrued expenses, related parties		3,775		1,939
Accrued salaries and benefits		21,704		22,233
Accrued insurance		21,520		13,408
Sales tax payable		2,863		2,706
Accrued expenses and other current liabilities		21,957		19,544
Current operating lease liabilities		16,957		13,997
Current portion of finance lease obligations		19		113
Total current liabilities		209,500		162,040
Long-term operating lease liabilities		48,552		53,198
Other long-term liabilities		44,947		39,780
Total liabilities		302,999		255,018
Commitments and contingencies (Note 9)
Class A common stock, $0.01 par value; 350,000,000 shares authorized and 98,097,930 shares issued and outstanding as of September 30, 2022; 350,000,000 shares authorized and 94,172,920 shares issued and outstanding as of December 31, 2021		981		942
Class A-2 common stock, $0.01 par value; 40,000,000 shares authorized; no shares issued or outstanding as of September 30, 2022 and December 31, 2021		—		—
Class B common stock, $0.01 par value; 150,000,000 shares authorized and 16,221,101 shares issued and outstanding as of September 30, 2022 and December 31, 2021		162		162
Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued and outstanding as of September 30, 2022 and December 31, 2021		—		—
Additional paid-in capital		977,063		950,464
Accumulated deficit		(318,843)		(359,472)
Total stockholders’ equity		659,363		592,096
Noncontrolling interests		110,039		103,078
Total equity		769,402		695,174
Total liabilities and equity	$	1,072,401	$	950,192

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

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SELECT ENERGY SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except share and per share data)


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Revenue
Water Services	$	221,243	$	112,474	$	580,845	$	253,348
Water Infrastructure		74,396		36,787		193,234		107,916
Oilfield Chemicals		79,433		55,372		231,665		148,228
Total revenue		375,072		204,633		1,005,744		509,492
Costs of revenue
Water Services		170,845		94,667		465,951		227,736
Water Infrastructure		54,197		28,494		143,514		81,130
Oilfield Chemicals		64,519		49,583		194,670		132,103
Other		(1)		—		—		—
Depreciation and amortization		26,672		22,904		82,425		65,572
Total costs of revenue		316,232		195,648		886,560		506,541
Gross profit		58,840		8,985		119,184		2,951
Operating expenses
Selling, general and administrative		29,782		22,044		84,792		57,828
Depreciation and amortization		543		562		1,636		1,835
Lease abandonment costs		83		154		336		480
Total operating expenses		30,408		22,760		86,764		60,143
Income (loss) from operations		28,432		(13,775)		32,420		(57,192)
Other income (expense)
(Loss) gain on sales of property and equipment and divestitures, net		(479)		315		1,905		(1,921)
Interest expense, net		(616)		(419)		(1,830)		(1,254)
Foreign currency (loss) gain, net		(6)		(6)		(9)		1
Bargain purchase gain		(3,273)		—		13,768		—
Other		1,153		(222)		2,277		(956)
Income (loss) before income tax (expense) benefit		25,211		(14,107)		48,531		(61,322)
Income tax (expense) benefit		(276)		32		(672)		211
Equity in losses of unconsolidated entities		(218)		(129)		(576)		(129)
Net income (loss)		24,717		(14,204)		47,283		(61,240)
Less: net (income) loss attributable to noncontrolling interests		(3,393)		2,160		(6,654)		9,522
Net income (loss) attributable to Select Energy Services, Inc.	$	21,324	$	(12,044)	$	40,629	$	(51,718)

Net income (loss) per share attributable to common stockholders (Note 15):
Class A—Basic	$	0.23	$	(0.14)	$	0.44	$	(0.60)
Class B—Basic	$	—	$	—	$	—	$	—

Net income (loss) per share attributable to common stockholders (Note 15):
Class A—Diluted	$	0.22	$	(0.14)	$	0.43	$	(0.60)
Class B—Diluted	$	—	$	—	$	—	$	—

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

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SELECT ENERGY SERVICES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(in thousands)


	Three months ended September 30,				Nine months ended September 30,
	2022		2021		2022		2021
Net income (loss)	$	24,717	$	(14,204)	$	47,283	$	(61,240)
Comprehensive income (loss)		24,717		(14,204)		47,283		(61,240)
Less: comprehensive (income) loss attributable to noncontrolling interests		(3,393)		2,160		(6,654)		9,522
Comprehensive income (loss) attributable to Select Energy Services, Inc.	$	21,324	$	(12,044)	$	40,629	$	(51,718)

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

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SELECT ENERGY SERVICES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the nine months ended September 30, 2022 and 2021

(unaudited)


	Class A			Class B
	Stockholders			Stockholders
		Class A			Class B		Additional				Total
		Common			Common		Paid-In		Accumulated		Stockholders’		Noncontrolling
	Shares	Stock		Shares	Stock		Capital		Deficit		Equity		Interests		Total
Balance as of December 31, 2021	94,172,920	$	942	16,221,101	$	162	$	950,464	$	(359,472)	$	592,096	$	103,078	$	695,174
ESPP shares issued	4,681		—	—		—		34		—		34		1		35
Equity-based compensation	—		—	—		—		9,454		—		9,454		1,569		11,023
Issuance of restricted shares	2,529,231		25	—		—		2,220		—		2,245		(2,245)		—
Stock options exercised	70,000		1	—		—		583		—		584		24		608
Issuance of shares for acquisitions	4,203,323		42	—		—		34,456		—		34,498		1,356		35,854
Repurchase of common stock	(2,794,983)		(28)	—		—		(20,109)		—		(20,137)		(438)		(20,575)
Restricted shares forfeited	(87,242)		(1)	—		—		(78)		—		(79)		79		—
NCI income tax adjustment	—		—	—		—		39		—		39		(39)		—
Net income	—		—	—		—		—		40,629		40,629		6,654		47,283
Balance as of September 30, 2022	98,097,930	$	981	16,221,101	$	162	$	977,063	$	(318,843)	$	659,363	$	110,039	$	769,402


	Class A			Class B
	Stockholders			Stockholders
		Class A			Class B		Additional				Total
		Common			Common		Paid-In		Accumulated		Stockholders’		Noncontrolling
	Shares	Stock		Shares	Stock		Capital		Deficit		Equity		Interests		Total
Balance as of December 31, 2020	86,812,647	$	868	16,221,101	$	162	$	909,278	$	(317,247)	$	593,061	$	112,821	$	705,882
ESPP shares issued	7,787		—	—		—		44		—		44		(1)		43
Equity-based compensation	—		—	—		—		5,290		—		5,290		958		6,248
Issuance of restricted shares	2,154,897		22	—		—		2,162		—		2,184		(2,185)		(1)
Issuance of shares for acquisitions	3,600,000		36	—		—		20,627		—		20,663		(359)		20,304
Other	738		—	—		—		5		—		5		—		5
Repurchase of common stock	(199,976)		(2)	—		—		(1,223)		—		(1,225)		19		(1,206)
Restricted shares forfeited	(319,874)		(3)	—		—		(332)		—		(335)		335		—
Noncontrolling interest in subsidiary	—		—	—		—		(140)		—		(140)		(934)		(1,074)
NCI income tax adjustment	—		—	—		—		31		—		31		(31)		—
Net loss	—		—	—		—		—		(51,718)		(51,718)		(9,522)		(61,240)
Balance as of September 30, 2021	92,056,219	$	921	16,221,101	$	162	$	935,742	$	(368,965)	$	567,860	$	101,101	$	668,961

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

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SELECT ENERGY SERVICES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the three months ended September 30, 2022 and 2021

(unaudited)

(in thousands, except share data)


	Class A			Class B
	Stockholders			Stockholders
		Class A			Class B		Additional				Total
		Common			Common		Paid-In		Accumulated		Stockholders’		Noncontrolling
	Shares	Stock		Shares	Stock		Capital		Deficit		Equity		Interests		Total
Balance as of June 30, 2022	98,160,573	$	982	16,221,101	$	162	$	974,066	$	(340,167)	$	635,043	$	106,102	$	741,145
ESPP shares issued	1,541		—	—		—		10		—		10		—		10
Equity-based compensation	—		—	—		—		3,265		—		3,265		539		3,804
Repurchase of common stock	(40,060)		(1)	—		—		(268)		—		(269)		(2)		(271)
Restricted shares forfeited	(24,124)		—	—		—		(22)		—		(22)		22		—
NCI income tax adjustment	—		—	—		—		12		—		12		(15)		(3)
Net income	—		—	—		—		—		21,324		21,324		3,393		24,717
Balance as of September 30, 2022	98,097,930	$	981	16,221,101	$	162	$	977,063	$	(318,843)	$	659,363	$	110,039	$	769,402

Form: 10-Q

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