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): August 02, 2023 |
SELECT WATER SOLUTIONS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-38066 |
81-4561945 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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1233 West Loop South Suite 1400 |
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Houston, Texas |
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77027 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 713 235-9500 |
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(Former Name or Former Address, if Changed Since Last Report)
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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Class A common stock, $0.01 par value |
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WTTR |
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New York Stock Exchange |
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 ☐
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 2, 2023, Select Water Solutions, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2023. A copy of the Company’s press release covering such announcement and certain other matters is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On August 2, 2023, the Company issued a press release announcing operating segment changes beginning in the second quarter of 2023. The press release references a presentation of supplemental unaudited historical financial information, including prior periods that have been recast to reflect the change in segmentation for the years ended December 31, 2018, 2019, 2020 and 2021, for each quarter of the year ended December 31, 2022, and for the first and second quarters ended March 31, 2023 and June 30, 2023, respectively. The Company did not operate under this new segment structure for any of these prior periods and will begin to report results under the new segment structure with its Quarterly Report on Form 10-Q for the three months ended June 30, 2023. A copy of the Company’s presentation covering the operating segment changes and certain other matters is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
99.1 |
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99.2 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
THE INFORMATION FURNISHED UNDER ITEMS 2.02 AND 7.01 OF THIS CURRENT REPORT, INCLUDING EXHIBITS 99.1 AND 99.2 ATTACHED HERETO, SHALL NOT BE DEEMED “FILED” FOR THE PURPOSES OF SECTION 18 OF THE SECURITIES AND EXCHANGE ACT OF 1934, NOR SHALL IT BE DEEMED INCORPORATED BY REFERENCE INTO ANY REGISTRATION STATEMENT OR OTHER FILING PURSUANT TO THE SECURITIES ACT OF 1933, EXCEPT AS OTHERWISE EXPRESSLY STATED IN SUCH FILING. |
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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.
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Select Water Solutions, Inc |
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Date: |
August 2, 2023 |
By: |
/s/ Christina Ibrahim |
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Christina Ibrahim |
Exhibit 99.1
SELECT WATER SOLUTIONS ANNOUNCES SECOND QUARTER 2023 FINANCIAL RESULTS AND OPERATIONAL UPDATES
Generated revenue of $405 million during the second quarter of 2023, up 20% year-over-year as compared to the second quarter of 2022
On a year-over-year basis, net income increased 55% to $22.6 million and Adjusted EBITDA improved 47% to $69.8 million during the second quarter of 2023
Delivered $102.0 million of operating cash flows, supported by significant working capital reductions
Returned $44.6 million to shareholders through quarterly cash dividends and share repurchases, repurchasing approximately 5% of outstanding Class A shares during the second quarter of 2023
During the second quarter, Select realigned its reportable segments to better reflect how its businesses are managed and provide enhanced visibility into each business' financial performance
HOUSTON, Aug. 2, 2023 /PRNewswire/ -- Select Water Solutions, Inc. (NYSE: WTTR) ("Select" or the "Company"), a leading provider of sustainable water and chemical solutions, today announced its financial and operating results for the quarter ended June 30, 2023.
John Schmitz, Chairman of the Board, President and CEO, stated, "The second quarter saw solid margin improvement resulting from our continued focus on operational integration and improved efficiency across the business. This focus, along with resilience in our production-weighted infrastructure and specialty chemistry businesses, led to 4% sequential growth in our gross profit before D&A during the second quarter despite a modestly declining U.S. onshore activity environment. Furthermore, we increased net income by 65% sequentially to $23 million while Adjusted EBITDA increased to $70 million, up 4% from the first quarter of 2023.
"The second quarter also provided strong cash flows, buoyed by a significant reduction in our working capital, including a $62 million reduction in accounts receivable. This puts us well on our way to meeting our previously announced target of a $75 million reduction in accounts receivable by year end, giving us the conviction to increase this target to $100 million by year end. This cash flow allowed us to return additional capital to shareholders while also reducing our debt. During the second quarter, we decreased our debt outstanding by $10.5 million, have reduced it further since quarter end and expect to be in a net cash position again by year end. Returning capital to shareholders remains a critical component of our capital allocation strategy, and to supplement our existing quarterly base dividend program, we completed $39 million of share repurchases during the second quarter, comprising approximately 5% of our outstanding Class A shares.
"Additionally, during the second quarter, we decided to reallocate our legacy water sourcing and certain temporary water logistics operations from our Water Infrastructure segment into our Water Services segment. We remain steadfast in our vision to be the recognized leader and trusted partner in sustainable water management solutions, and we believe our continued dedication to achieving operational excellence across the entire organization will further enhance that vision. While Select was originally built as a completions-oriented service business, we have expanded and diversified into something much greater, and we continue to see the recognition of this value-added proposition across our customer base. These changes will allow us to better manage our operations and more efficiently deploy capital across the organization.
"This segment realignment will provide improved clarity around the near-term operational and margin performance of the Water Services segment as well as its long-term value creation opportunities. Similarly, this change will enable us to better capture operational synergies and efficiencies between our water sourcing business and our completions-oriented water transfer business. For the Water Infrastructure segment, following this change the segment's revenues will now be derived from sustainable recycling, pipeline, or disposal revenues substantially all of which are either under long-term contracts or are production-related in nature, generating higher gross margins and adding more stability to the segment's operations than ever before.
"This realignment will also allow our Water Infrastructure segment leadership to dedicate their efforts full time to our highest priority business development opportunities – brownfield gathering infrastructure and disposal projects and greenfield recycling projects backed by long-term contracts. Our net capital expenditure forecast adjusts slightly to $90 to $130 million tightening modestly within our original 2023 guidance, with the range driven by execution timing of growth projects focused specifically on this opportunity set. Our recent organic recycling infrastructure projects have delivered strong performance over the last few quarters, and we expect to see these benefits continue in the third quarter. Even with recent commodity price and activity volatility, we continue to experience increased demand for new infrastructure development opportunities across all basins as water infrastructure constraints remain a challenge for our customers. Heading into the second half of the year, we have a very strong backlog remaining for both greenfield and brownfield projects, particularly around full lifecycle water recycling solutions, and we expect multiple additional capital projects will come under contract throughout 2023. This backlog of accretive capital projects positions the Water Infrastructure segment to see continued steady financial growth during 2023, 2024 and beyond. Ultimately, Select remains uniquely positioned in the competitive landscape to advance the integration of water and chemical technology solutions with high-margin, long-term contracted infrastructure.
"To put the evolution of our business into perspective, if you look back at Select's previous peak performance in 2018, Water Infrastructure and Chemical Technologies, recast in accordance with the segment realignment, accounted for approximately 15% of our consolidated gross profit before D&A. For the first half of 2023, those two segments now account for approximately 40% of our consolidated gross profit before D&A. I fully expect that more than 50% of the profitability of the Company during 2024 will come from these two segments, comprised of sustainable water treatment and recycling solutions, contracted pipelines, production-levered water disposal infrastructure and specialty chemistry manufacturing. These two segments will remain our core focus areas for growth capital allocation and the opportunity set remains robust.
"Finally, we are confident in our ability to continue to improve the operational performance of the business and we reaffirm our robust free cash flow outlook for the year. We will remain steadfastly focused on improving our operating margins, growing our free cash flow and executing on the meaningful opportunities that lie ahead to continue developing our sustainable water infrastructure and specialty chemistry solutions. I look forward to building upon our strong first half results, while significantly expanding our free cash flow generation during the remainder of 2023. This will provide ample opportunities for incremental growth, while also allowing us to advance our support of committed capital returns for our shareholders," concluded Schmitz.
During the quarter ended June 30, 2023, Select realigned its reportable segments to better reflect its strategy, how its businesses are managed and provide greater visibility into each business' financial performance. As a result of these changes, Select's legacy water sourcing and certain temporary water logistics service offerings which were previously reported in the Water Infrastructure segment are now included in the Water Services segment. Additionally, the Company's Oilfield Chemicals segment has been renamed Chemical Technologies. For more information regarding these changes, see below under "Changes in Segment Reporting."
The financial information for the second quarter of 2023 in this press release is presented under the realigned segment structure, and the historical financial information for prior periods has been recast to conform to the realigned segment structure. The changes in segment reporting have no impact on the Company's historical consolidated financial position, results of operations or cash flows.
Additional recast historical segment information that conforms to the new reporting structure is available as supplemental financial information in a presentation posted to the "Investors" section of the Company's website at www.investors.selectwater.com. Alternatively, please refer to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") concurrent with this release.
Second Quarter 2023 Consolidated Financial Information
Revenue for the second quarter of 2023 was $404.6 million as compared to $416.6 million in the first quarter of 2023 and $335.9 million in the second quarter of 2022. Net income for the second quarter of 2023 was $22.6 million as compared to $13.7 million in the first quarter of 2023 and $14.6 million in the second quarter of 2022.
For the second quarter of 2023, gross profit was $61.2 million, as compared to $59.7 million in the first quarter of 2023 and $35.7 million in the second quarter of 2022. Total gross margin was 15.1% in the second quarter of 2023 as compared to 14.3% in the first quarter of 2023 and 10.6% in the second quarter of 2022. Gross margin before depreciation and amortization ("D&A") for the second quarter of 2023 was 23.8% as compared to 22.2% for the first quarter of 2023 and 19.3% for the second quarter of 2022.
Selling, General & Administrative expenses ("SG&A") during the second quarter of 2023 was $34.3 million as compared to $35.8 million during the first quarter of 2023 and $26.7 million during the second quarter of 2022. SG&A during the second and first quarters of 2023 and the second quarter of 2022 was impacted by non-recurring transaction costs of $2.0 million, $2.9 million and $0.6 million, respectively.
Adjusted EBITDA was $69.8 million in the second quarter of 2023 as compared to $67.2 million in the first quarter of 2023 and $47.7 million in the second quarter of 2022. Adjusted EBITDA during the second quarter of 2023 was adjusted for $2.0 million of non-recurring transaction costs, $1.4 million of non-cash losses on asset sales, and $0.7 million in other non-recurring adjustments. Non-cash compensation expense accounted for an additional $4.8 million adjustment during the second quarter of 2023. Please refer to the end of this release for reconciliations of gross profit before D&A (non-GAAP measure) to gross profit and of Adjusted EBITDA (non-GAAP measure) to net income.
Business Segment Information
The Water Services segment generated revenues of $264.6 million in the second quarter of 2023 as compared to $274.7 million in the first quarter of 2023 and $230.5 million in the second quarter of 2022. Gross margin before D&A for Water Services was 21.9% in the second quarter of 2023 as compared to 19.9% in the first quarter of 2023 and 18.6% in the second quarter of 2022. Water Services segment revenues decreased 3.7% sequentially, resulting from modest declines in completions activity combined with the consolidation and elimination of certain non-core and underperforming operations. In contrast to the modest revenue declines, gross profit before D&A improved by 6.0% and gross margins before D&A improved by 200 basis points, as the continued integration and operational improvement efforts generate efficiency across the business. For the third quarter of 2023, the Company expects to see low- to mid-single digit percentage revenue declines, driven by a combination of current activity levels as well as additional operational integration. The Company expects gross margins before D&A to see up to 100 basis points of margin improvement, as we continue to capture additional efficiencies through ongoing integration efforts, consolidating yards in areas with remaining overlap and also reallocating assets from certain non-core facilities.
The Water Infrastructure segment generated revenues of $55.3 million in the second quarter of 2023 as compared to $55.5 million in the first quarter of 2023 and $25.8 million in the second quarter of 2022. Gross margin before D&A for Water Infrastructure was 37.8% in the second quarter of 2023 as compared to 38.1% in the first quarter of 2023 and 40.6% in the second quarter of 2022. Water Infrastructure revenues and gross margins held steady during the second quarter, as increased water recycling volumes offset modestly lower pipeline distribution volumes. The Company anticipates Water Infrastructure revenues increasing by mid-single digit percentages during the third quarter of 2023, with gross margins before D&A improving 200-400 basis points, supported by the accretive margin contributions of recent organic projects and increased produced water recycling.
The Chemical Technologies segment generated revenues of $84.8 million in the second quarter of 2023 as compared to $86.4 million in the first quarter of 2023 and $79.6 million in the second quarter of 2022. Gross margin before D&A for Chemical Technologies was 20.6% in the second quarter of 2023 as compared to 19.4% in the first quarter of 2023 and 14.6% in the second quarter of 2022. While revenues declined modestly during the second quarter, the decline was less than the decline in overall completions activity and gross profit before D&A improved by 4%. Select continues to see strong demand for its higher margin, proprietary chemical technologies resulting in an improved product mix which resulted in gross margin before D&A improving by more than a full percentage point during the second quarter. For the third quarter of 2023, the Company anticipates relatively steady revenues and margins for the Chemical Technologies segment as the segment seeks to replicate its all-time high-water mark quarterly gross margins.
Cash Flow and Capital Expenditures
Cash flow from operations for the second quarter of 2023 was $102.0 million as compared to ($18.0) million in the first quarter of 2023 and $11.1 million in the second quarter of 2022. Cash flow from operations during the second quarter of 2023 significantly benefited from a $35.8 million decrease in net working capital, including $61.3 million of inflows from reduced accounts receivable balances, as substantial progress was made in reducing the billing backlog resulting from the ongoing systems integration efforts of recent acquisitions.
Net capital expenditures for the second quarter of 2023 were $36.3 million, comprised of $39.4 million of capital expenditures partially offset by $3.1 million of cash proceeds from asset sales, including the divestment of underutilized equipment and real estate from recently acquired businesses. Cash flow from operations less net capital expenditures was $65.7 million during the second quarter of 2023.
Cash flow used in investing activities during the second quarter of 2023 also included $4.0 million of outflows for the acquisition of a small water containment asset base. Cash flows from financing activities during the second quarter of 2023 included $56.7 million of net outflows consisting of $38.7 million of share repurchases, including $38.4 million of open market share repurchases and $0.3 million of tax withholding repurchases, $10.5 million of net repayments on our sustainability-linked credit facility, $5.9 million of quarterly dividends paid, and $1.6 million of cash distributed to noncontrolling interests.
Balance Sheet and Capital Structure
Total cash and cash equivalents were $10.6 million as of June 30, 2023, as compared to $6.0 million as of March 31, 2023. The Company had $65.0 million and $75.5 million of borrowings outstanding under its sustainability-linked credit facility as of June 30, 2023 and March 31, 2023, respectively.
As of June 30, 2023 and March 31, 2023, the borrowing base under the sustainability-linked credit facility was $269.7 million and $257.3 million, respectively. The Company had available borrowing capacity under its sustainability-linked credit facility as of June 30, 2023 and March 31, 2023, of approximately $182.1 million and $159.2 million, respectively, after giving effect to $22.6 million of outstanding letters of credit as of both June 30, 2023 and March 31, 2023.
Total liquidity was $192.7 million as of June 30, 2023, as compared to $165.2 million as of March 31, 2023. The Company had 101,106,729 weighted average shares of Class A common stock and 16,221,101 weighted average shares of Class B common stock outstanding during the second quarter of 2023.
Changes to Segment Reporting
The Company has three reportable segments: Water Services, Water Infrastructure and Chemical Technologies. Effective June 1, 2023, the Company began to strategically manage certain water sourcing and temporary water logistics operations, previously included in our Water Infrastructure segment, as part of our Water Services segment. These changes were driven by several factors, including that our legacy fresh and brackish water sourcing business works more closely with our temporary water transfer operations that are within Water Services, the continued transition of completions water demand from fresh and brackish water to recycled water, as well as the diversifying demand for these water logistics services beyond the immediate vicinity of our existing pipeline infrastructure. Due to this ongoing evolution, the Company concluded that the Water Services segment management is best suited to manage these operations. Due to the expertise of such management, it is anticipated that more efficient sharing and utilization of resources will yield potential synergies over time.
Following these changes, the Water Infrastructure segment will be specifically dedicated to the Company's strategic efforts and near-term growth priorities around increasing production-weighted and long-term contracted revenues around fixed pipelines and recycling and disposal facilities.
Concurrently, the Company has also renamed its Oilfield Chemicals segment as Chemical Technologies. This change was based on a number of factors including the continued success of Select's chemicals business in delivering customized, specialty chemical products developed through proprietary research and development efforts, the deemphasis of certain traditional commoditized chemistry products within the oil and gas industry, and the continued investments in time and resources to develop, manufacture and sell specialty chemical products for non-oilfield industrial-related applications. This segment name change is a naming convention-only modification and did not impact any current or prior year numbers. Overall, we believe these segment changes better align the business with the current and future state of the Company's operations and capital allocation and strategic objectives.
Following these changes, Select will continue to operate multiple service lines, aggregated into three reportable segments, Water Services, Water Infrastructure and Chemical Technologies.
The Water Services reportable segment will consist of:
The Water Infrastructure reportable segment will consist of:
The Chemical Technologies reportable segment's service lines remain unchanged, consisting of:
The changes in segment reporting have no impact on the Company's historical consolidated financial position, results of operations or cash flows; however, prior periods have been recast to include the water sourcing and water logistics operations within the Water Services segment and remove the results of those operations from the Water Infrastructure segment.
Additional recast historical segment information that conforms to the new reporting structure is available as supplemental financial information in a presentation posted to the "Investors" section of the Company's website at www.investors.selectwater.com. Alternatively, please refer to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") concurrent with this release.
Second Quarter Earnings Conference Call
Select has scheduled a conference call on Thursday, August 3, 2023 at 11:00 a.m. Eastern time / 10:00 a.m. Central time. Please dial 201-389-0872 and ask for the Select Energy Services call at least 10 minutes prior to the start time of the call, or listen to the call live over the Internet by logging on to the website at the address https://investors.selectwater.com/events-presentations/current. A telephonic replay of the conference call will be available through August 17, 2023 and may be accessed by calling 201-612-7415 using passcode 13740154#. A webcast archive will also be available at the link above shortly after the call and will be accessible for approximately 90 days.
About Select Water Solutions, Inc.
Select is a leading provider of sustainable water and chemical solutions to the energy industry. These solutions are supported by the Company's critical water infrastructure assets, chemical manufacturing and water treatment and recycling capabilities. As a leader in sustainable water and chemical solutions, Select places the utmost importance on safe, environmentally responsible management of water throughout the lifecycle of a well. Additionally, Select believes that responsibly managing water resources throughout its operations to help conserve and protect the environment is paramount to the Company's continued success. For more information, please visit Select's website, https://www.selectwater.com/.
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 "could," "believe," "anticipate," "expect," "intend," "project," "will," "estimate" and other similar expressions. Examples of forward-looking statements include, but are not limited to, the expectations of plans, business strategies, objectives and growth and anticipated financial and operational performance. 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. These risks and uncertainties include the risks that the benefits contemplated from our recent acquisitions may not be realized, the ability of Select to successfully integrate the acquired businesses' operations, including employees, and realize anticipated synergies and cost savings and the potential impact of the consummation of the acquisitions on relationships, including with employees, suppliers, customers, competitors and creditors. Factors that could materially impact such forward-looking statements include, but are not limited to: the global macroeconomic uncertainty related to the Russia-Ukraine war; central bank policy actions and disruptions in the bank and capital markets, including, bank failures and associated liquidity risks and other factors; actions by the members of 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 supply limitations; the severity and duration of world health events; the level of capital spending and access to capital markets by oil and gas companies, trends and volatility in oil and gas prices, and our ability to manage through such volatility; and other factors discussed or referenced in the "Risk Factors" section of our most recent Annual Report on Form 10-K and those set forth from time to time in our other filings with the SEC. 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.
Contacts: |
Select Water Solutions, Inc. |
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Chris George – Senior Vice President, Corporate |
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Development, Investor Relations & Sustainability |
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(713) 296-1073 |
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IR@selectwater.com |
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Dennard Lascar Investor Relations |
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Ken Dennard / Natalie Hairston |
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(713) 529-6600 |
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WTTR@dennardlascar.com |
WTTR-ER
SELECT WATER SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (in thousands, except share and per share data) |
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Three months ended June 30, |
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Six months ended June 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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Revenue |
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Water Services |
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$ |
264,597 |
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$ |
230,502 |
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$ |
539,275 |
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$ |
429,122 |
Water Infrastructure |
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55,277 |
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25,778 |
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110,743 |
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49,318 |
Chemical Technologies |
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84,754 |
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79,623 |
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171,202 |
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152,232 |
Total revenue |
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404,628 |
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335,903 |
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821,220 |
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630,672 |
Costs of revenue |
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Water Services |
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206,576 |
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187,675 |
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426,517 |
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353,391 |
Water Infrastructure |
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34,392 |
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15,324 |
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68,726 |
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31,032 |
Chemical Technologies |
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67,303 |
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67,988 |
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137,012 |
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130,151 |
Other |
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— |
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1 |
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— |
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1 |
Depreciation and amortization |
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35,183 |
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29,253 |
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68,126 |
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55,753 |
Total costs of revenue |
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343,454 |
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300,241 |
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700,381 |
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570,328 |
Gross profit |
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61,174 |
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35,662 |
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120,839 |
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60,344 |
Operating expenses |
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Selling, general and administrative |
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34,335 |
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26,695 |
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70,164 |
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55,010 |
Depreciation and amortization |
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739 |
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526 |
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1,334 |
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1,093 |
Impairments and abandonments |
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356 |
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— |
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11,522 |
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— |
Lease abandonment costs |
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9 |
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162 |
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85 |
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253 |
Total operating expenses |
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35,439 |
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27,383 |
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83,105 |
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56,356 |
Income from operations |
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25,735 |
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8,279 |
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37,734 |
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3,988 |
Other income (expense) |
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(Loss) gain on sales of property and equipment and divestitures, net |
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(1,246) |
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731 |
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1,665 |
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2,384 |
Interest expense, net |
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(2,042) |
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(494) |
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(3,525) |
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(1,214) |
Foreign currency gain (loss), net |
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1 |
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(6) |
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(3) |
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(3) |
Bargain purchase gain |
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— |
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5,607 |
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— |
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17,041 |
Other |
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872 |
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875 |
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1,718 |
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1,124 |
Income before income tax expense |
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23,320 |
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14,992 |
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37,589 |
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23,320 |
Income tax expense |
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(387) |
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(182) |
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(585) |
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(396) |
Equity in losses of unconsolidated entities |
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(372) |
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(229) |
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(738) |
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(358) |
Net income |
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22,561 |
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14,581 |
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36,266 |
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22,566 |
Less: net income attributable to noncontrolling interests |
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(2,446) |
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(2,078) |
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(3,804) |
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(3,261) |
Net income attributable to Select Water Solutions, Inc. |
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$ |
20,115 |
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$ |
12,503 |
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$ |
32,462 |
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$ |
19,305 |
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Net income per share attributable to common stockholders: |
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Class A—Basic |
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$ |
0.20 |
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$ |
0.13 |
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$ |
0.31 |
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$ |
0.21 |
Class B—Basic |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
Class A—Diluted |
|
$ |
0.20 |
|
$ |
0.13 |
|
$ |
0.31 |
|
$ |
0.20 |
Class B—Diluted |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
$ |
— |
SELECT WATER SOLUTIONS, INC. CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands, except share data) |
|||||||||
|
|||||||||
|
|
June 30, 2023 |
|
|
March 31, 2023 |
|
December 31, 2022 |
||
|
|
|
|
|
|
|
|
||
Assets |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
10,562 |
|
$ |
6,028 |
|
$ |
7,322 |
Accounts receivable trade, net of allowance for credit losses |
|
|
430,765 |
|
|
492,613 |
|
|
429,983 |
Accounts receivable, related parties |
|
|
290 |
|
|
607 |
|
|
5,087 |
Inventories |
|
|
42,893 |
|
|
40,846 |
|
|
41,164 |
Prepaid expenses and other current assets |
|
|
36,483 |
|
|
39,774 |
|
|
34,380 |
Total current assets |
|
|
520,993 |
|
|
579,868 |
|
|
517,936 |
Property and equipment |
|
|
1,120,626 |
|
|
1,112,899 |
|
|
1,084,005 |
Accumulated depreciation |
|
|
(609,392) |
|
|
(597,861) |
|
|
(584,451) |
Total property and equipment, net |
|
|
511,234 |
|
|
515,038 |
|
|
499,554 |
Right-of-use assets, net |
|
|
41,923 |
|
|
44,562 |
|
|
47,662 |
Goodwill |
|
|
4,683 |
|
|
— |
|
|
— |
Other intangible assets, net |
|
|
125,514 |
|
|
125,799 |
|
|
138,800 |
Other long-term assets, net |
|
|
22,745 |
|
|
19,985 |
|
|
18,901 |
Total assets |
|
$ |
1,227,092 |
|
$ |
1,285,252 |
|
$ |
1,222,853 |
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
47,387 |
|
$ |
77,585 |
|
$ |
61,539 |
Accrued accounts payable |
|
|
75,872 |
|
|
75,625 |
|
|
67,462 |
Accounts payable and accrued expenses, related parties |
|
|
3,057 |
|
|
4,469 |
|
|
3,305 |
Accrued salaries and benefits |
|
|
24,613 |
|
|
15,431 |
|
|
28,686 |
Accrued insurance |
|
|
17,714 |
|
|
23,503 |
|
|
26,180 |
Sales tax payable |
|
|
3,655 |
|
|
4,036 |
|
|
3,056 |
Accrued expenses and other current liabilities |
|
|
19,301 |
|
|
19,783 |
|
|
23,292 |
Current operating lease liabilities |
|
|
16,162 |
|
|
16,898 |
|
|
17,751 |
Current portion of finance lease obligations |
|
|
15 |
|
|
19 |
|
|
19 |
Total current liabilities |
|
|
207,776 |
|
|
237,349 |
|
|
231,290 |
Long-term operating lease liabilities |
|
|
40,712 |
|
|
43,372 |
|
|
46,388 |
Long-term debt |
|
|
65,000 |
|
|
75,500 |
|
|
16,000 |
Other long-term liabilities |
|
|
49,651 |
|
|
45,696 |
|
|
45,447 |
Total liabilities |
|
|
363,139 |
|
|
401,917 |
|
|
339,125 |
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
Class A common stock, $0.01 par value |
|
|
1,038 |
|
|
1,090 |
|
|
1,094 |
Class A-2 common stock, $0.01 par value |
|
|
— |
|
|
— |
|
|
— |
Class B common stock, $0.01 par value |
|
|
162 |
|
|
162 |
|
|
162 |
Preferred stock, $0.01 par value; |
|
|
— |
|
|
— |
|
|
— |
Additional paid-in capital |
|
|
1,023,370 |
|
|
1,063,149 |
|
|
1,075,915 |
Accumulated deficit |
|
|
(278,732) |
|
|
(298,847) |
|
|
(311,194) |
Total stockholders' equity |
|
|
745,838 |
|
|
765,554 |
|
|
765,977 |
Noncontrolling interests |
|
|
118,115 |
|
|
117,781 |
|
|
117,751 |
Total equity |
|
|
863,953 |
|
|
883,335 |
|
|
883,728 |
Total liabilities and equity |
|
$ |
1,227,092 |
|
$ |
1,285,252 |
|
$ |
1,222,853 |
SELECT WATER SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (in thousands) |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|||||||||||
|
|
June 30, 2023 |
|
March 31, 2023 |
|
June 30, 2022 |
|
June 30, 2023 |
|
June 30, 2022 |
|||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
22,561 |
|
$ |
13,705 |
|
$ |
14,581 |
|
$ |
36,266 |
|
$ |
22,566 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
35,922 |
|
|
33,538 |
|
|
29,779 |
|
|
69,460 |
|
|
56,846 |
Loss (gain) on disposal of property and equipment and divestitures |
|
|
1,246 |
|
|
(2,911) |
|
|
(731) |
|
|
(1,665) |
|
|
(2,384) |
Equity in losses of unconsolidated entities |
|
|
372 |
|
|
366 |
|
|
229 |
|
|
738 |
|
|
358 |
Bad debt expense |
|
|
856 |
|
|
1,975 |
|
|
692 |
|
|
2,831 |
|
|
1,263 |
Amortization of debt issuance costs |
|
|
122 |
|
|
122 |
|
|
123 |
|
|
244 |
|
|
417 |
Inventory adjustments |
|
|
367 |
|
|
75 |
|
|
189 |
|
|
442 |
|
|
189 |
Equity-based compensation |
|
|
4,809 |
|
|
2,964 |
|
|
3,944 |
|
|
7,773 |
|
|
7,219 |
Impairment and abandonments |
|
|
356 |
|
|
11,166 |
|
|
— |
|
|
11,522 |
|
|
— |
Bargain purchase gain |
|
|
— |
|
|
— |
|
|
(5,607) |
|
|
— |
|
|
(17,041) |
Unrealized loss on short-term investment |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
40 |
Other operating items, net |
|
|
(462) |
|
|
(442) |
|
|
(577) |
|
|
(904) |
|
|
(478) |
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
61,308 |
|
|
(64,922) |
|
|
(43,031) |
|
|
(3,614) |
|
|
(89,653) |
Prepaid expenses and other assets |
|
|
(1,753) |
|
|
(5,431) |
|
|
1,066 |
|
|
(7,184) |
|
|
5,620 |
Accounts payable and accrued liabilities |
|
|
(23,739) |
|
|
(8,221) |
|
|
10,425 |
|
|
(31,960) |
|
|
7,570 |
Net cash provided by (used in) operating activities |
|
|
101,965 |
|
|
(18,016) |
|
|
11,082 |
|
|
83,949 |
|
|
(7,468) |
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(39,350) |
|
|
(27,885) |
|
|
(15,513) |
|
|
(67,235) |
|
|
(30,976) |
Purchase of equity method investments |
|
|
(500) |
|
|
— |
|
|
(800) |
|
|
(500) |
|
|
(4,267) |
Collection of note receivable |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
184 |
Distribution from cost method investment |
|
|
— |
|
|
— |
|
|
40 |
|
|
— |
|
|
60 |
Acquisitions, net of cash and restricted cash received |
|
|
(4,000) |
|
|
(9,418) |
|
|
(1,084) |
|
|
(13,418) |
|
|
5,857 |
Proceeds received from sales of property and equipment |
|
|
3,077 |
|
|
6,724 |
|
|
5,560 |
|
|
9,801 |
|
|
17,683 |
Other |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(429) |
Net cash used in investing activities |
|
|
(40,773) |
|
|
(30,579) |
|
|
(11,797) |
|
|
(71,352) |
|
|
(11,888) |
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings from revolving line of credit |
|
|
28,500 |
|
|
76,750 |
|
|
10,000 |
|
|
105,250 |
|
|
30,000 |
Payments on revolving line of credit |
|
|
(39,000) |
|
|
(17,250) |
|
|
(10,000) |
|
|
(56,250) |
|
|
(30,000) |
Payments on long-term debt |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(18,780) |
Payments of finance lease obligations |
|
|
(5) |
|
|
(5) |
|
|
(42) |
|
|
(10) |
|
|
(103) |
Payment of debt issuance costs |
|
|
— |
|
|
— |
|
|
(113) |
|
|
— |
|
|
(2,144) |
Dividends paid |
|
|
(5,880) |
|
|
(6,206) |
|
|
— |
|
|
(12,086) |
|
|
— |
Proceeds from share issuance |
|
|
— |
|
|
— |
|
|
13 |
|
|
— |
|
|
25 |
Contributions from noncontrolling interests |
|
|
— |
|
|
4,950 |
|
|
— |
|
|
4,950 |
|
|
— |
Distributions to noncontrolling interests |
|
|
(1,581) |
|
|
— |
|
|
— |
|
|
(1,581) |
|
|
— |
Repurchase of common stock |
|
|
(38,694) |
|
|
(10,935) |
|
|
(787) |
|
|
(49,629) |
|
|
(19,695) |
Net cash (used in) provided by financing activities |
|
|
(56,660) |
|
|
47,304 |
|
|
(929) |
|
|
(9,356) |
|
|
(40,697) |
Effect of exchange rate changes on cash |
|
|
2 |
|
|
(3) |
|
|
(13) |
|
|
(1) |
|
|
(6) |
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
4,534 |
|
|
(1,294) |
|
|
(1,657) |
|
|
3,240 |
|
|
(60,059) |
Cash, cash equivalents and restricted cash, beginning of period |
|
|
6,028 |
|
|
7,322 |
|
|
27,399 |
|
|
7,322 |
|
|
85,801 |
Cash, cash equivalents and restricted cash, end of period |
|
$ |
10,562 |
|
$ |
6,028 |
|
$ |
25,742 |
|
$ |
10,562 |
|
$ |
25,742 |
Comparison of Non-GAAP Financial Measures
EBITDA, Adjusted EBITDA, gross profit before depreciation and amortization (D&A) and gross margin before D&A are not financial measures presented in accordance with accounting principles generally accepted in the U.S. ("GAAP"). We define EBITDA as net income (loss), plus interest expense, income taxes and depreciation and amortization. We define Adjusted EBITDA as EBITDA plus/(minus) loss/(income) from discontinued operations, plus any impairment and abandonment charges or asset write-offs pursuant to GAAP, plus non-cash losses 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/(minus) losses/(gains) on unconsolidated entities less bargain purchase gains from business combinations. We define gross profit before D&A as revenue less cost of revenue, excluding cost of sales D&A expense. We define gross margin before D&A as gross profit before D&A divided by revenue. EBITDA, Adjusted EBITDA, gross profit before D&A and gross margin before D&A are supplemental non-GAAP financial measures that we believe provide useful information to external users of our financial statements, such as industry analysts, investors, lenders and rating agencies 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 non-recurring items outside the control of our management team. We present EBITDA, Adjusted EBITDA, gross profit before D&A and gross margin before D&A because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP.
Net income is the GAAP measure most directly comparable to EBITDA and Adjusted EBITDA. Gross profit is the GAAP measure most directly comparable to gross profit before D&A. 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, Adjusted EBITDA or gross profit before D&A in isolation or as substitutes for an analysis of our results as reported under GAAP. Because EBITDA, Adjusted EBITDA and gross profit before D&A 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.
The following table presents a reconciliation of EBITDA and Adjusted EBITDA to our net income, which is the most directly comparable GAAP measure for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended, |
|
|||||||
|
|
|
June 30, 2023 |
|
March 31, 2023 |
|
June 30, 2022 |
|
|||
|
|
|
(unaudited) |
|
|||||||
|
|
|
(in thousands) |
|
|||||||
Net income |
|
|
$ |
22,651 |
|
$ |
13,705 |
|
$ |
14,581 |
|
Interest expense, net |
|
|
|
2,042 |
|
|
1,483 |
|
|
494 |
|
Income tax expense |
|
|
|
387 |
|
|
198 |
|
|
182 |
|
Depreciation and amortization |
|
|
|
35,922 |
|
|
33,538 |
|
|
29,779 |
|
EBITDA |
|
|
|
60,912 |
|
|
48,924 |
|
|
45,036 |
|
Trademark abandonment |
|
|
|
— |
|
|
11,106 |
|
|
— |
|
Other impairments and abandonments |
|
|
|
356 |
|
|
60 |
|
|
— |
|
Bargain purchase gain |
|
|
|
— |
|
|
— |
|
|
(5,607) |
|
Non-cash loss on sale of assets or subsidiaries |
|
|
|
1,426 |
|
|
823 |
|
|
1,013 |
|
Non-cash compensation expenses |
|
|
|
4,809 |
|
|
2,964 |
|
|
3,944 |
|
Non-recurring transaction costs |
|
|
|
1,963 |
|
|
2,881 |
|
|
2,879 |
|
Lease abandonment costs |
|
|
|
9 |
|
|
76 |
|
|
162 |
|
Equity in losses of unconsolidated entities |
|
|
|
372 |
|
|
366 |
|
|
229 |
|
Foreign currency loss (gain), net |
|
|
|
(1) |
|
|
4 |
|
|
6 |
|
Adjusted EBITDA |
|
|
$ |
69,846 |
|
$ |
67,204 |
|
$ |
47,662 |
|
The following table presents a reconciliation of gross profit before D&A to total gross profit, which is the most directly comparable GAAP measure, and a calculation of gross margin before D&A for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended, |
|
|||||||
|
|
June 30, 2023 |
|
March 31, 2023 |
|
June 30, 2022 |
|
|||
|
|
(unaudited) |
|
|||||||
|
|
(in thousands) |
|
|||||||
Gross profit by segment |
|
|
|
|
|
|
|
|
|
|
Water Services |
|
$ |
34,881 |
|
$ |
32,137 |
|
$ |
23,582 |
|
Water Infrastructure |
|
|
11,512 |
|
|
12,872 |
|
|
2,892 |
|
Chemical Technologies |
|
|
14,782 |
|
|
14,656 |
|
|
9,188 |
|
Other |
|
|
— |
|
|
— |
|
|
(1) |
|
As reported gross profit |
|
|
61,175 |
|
|
59,665 |
|
|
35,661 |
|
|
|
|
|
|
|
|
|
|
|
|
Plus depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
Water Services |
|
|
23,140 |
|
|
22,600 |
|
|
19,245 |
|
Water Infrastructure |
|
|
9,373 |
|
|
8,260 |
|
|
7,562 |
|
Chemical Technologies |
|
|
2,669 |
|
|
2,083 |
|
|
2,447 |
|
Other |
|
|
— |
|
|
— |
|
|
— |
|
Total depreciation and amortization |
|
|
35,182 |
|
|
32,943 |
|
|
29,254 |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit before D&A |
|
$ |
96,357 |
|
$ |
92,608 |
|
$ |
64,915 |
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit before D&A by segment |
|
|
|
|
|
|
|
|
|
|
Water Services |
|
|
58,021 |
|
|
54,737 |
|
|
42,827 |
|
Water Infrastructure |
|
|
20,885 |
|
|
21,132 |
|
|
10,454 |
|
Chemical Technologies |
|
|
17,451 |
|
|
16,739 |
|
|
11,635 |
|
Other |
|
|
— |
|
|
— |
|
|
(1) |
|
Total gross profit before D&A |
|
$ |
96,357 |
|
$ |
92,608 |
|
$ |
64,915 |
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin before D&A by segment |
|
|
|
|
|
|
|
|
|
|
Water Services |
|
|
21.9 % |
|
|
19.9 % |
|
|
18.6 % |
|
Water Infrastructure |
|
|
37.8 % |
|
|
38.1 % |
|
|
40.6 % |
|
Chemical Technologies |
|
|
20.6 % |
|
|
19.4 % |
|
|
14.6 % |
|
Other |
|
|
n/a |
|
|
n/a |
|
|
n/a |
|
Total gross margin before D&A |
|
|
23.8 % |
|
|
22.2 % |
|
|
19.3 % |
|
Changes to Segment Reporting & Recast Financial Information August 2023 Exhibit 99.2
Disclaimer Statement Cautionary Statement Regarding Forward Looking Statements This presentation, including the oral statements made in connection herewith, contains certain statements and information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, regarding Select Water Solutions, Inc.’s (“Select” or the “Company”) current expectations about its future results, including, but not limited to, statements about its strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of Select’s management, are forward-looking statements. When used in this presentation, the words “could,” “believe,” “estimate,” “expect,” “may,” “project,” “will,” 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 current expectations and assumptions of Select’s management about future events and are based on currently available information as to the outcome and timing of future events. Although we believe that the expectations reflected, and the assumptions or bases underlying our forward-looking statements are reasonable under the circumstances, 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. These risks and uncertainties include the risks that the benefits contemplated from our recent acquisitions may not be realized, the ability of Select to successfully integrate the acquired businesses’ operations, including employees, and realize anticipated synergies and cost savings and the potential impact of the consummation of the acquisitions on relationships, including with employees, suppliers, customers, competitors and creditors. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Each forward-looking statement in this presentation speaks only as of the date of this presentation. Except as required by applicable law, Select disclaims any intention or obligation to revise or update any forward-looking statements contained in this presentation. Factors that could cause our actual results to differ materially from the results contemplated by such forward-looking statements include, but are not limited to, the global macroeconomic uncertainty related to the Russia-Ukraine war; central bank policy actions, bank failures and associated liquidity risks and other factors; actions by the members of 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 supply limitations; the severity and duration of world health events; the level of capital spending and access to capital markets by oil and gas companies, trends and volatility in oil and gas prices, and our ability to manage through such volatility; and other factors discussed or referenced in the “Risk Factors” section of our Annual Report on Form 10-K (our “Form 10-K”) and our other filings with the U.S. Securities and Exchange Commission (the “SEC”). There may be other factors of which Select is currently unaware or deems immaterial that may cause its actual results to differ materially from the forward-looking statements. The information contained in this presentation has not been independently verified other than by the Company and no representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information contained herein and no reliance should be placed on it. Additional Information and Where to Find It For additional information regarding Select, please see our Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available at no charge at the SEC’s website, http://www.sec.gov, and our website at https://investors.selectenergy.com/sec-filings. In addition, documents will also be available for free from the Company by contacting the Company at 1233 W Loop S, Suite 1400, Houston, TX 77027 or (713) 235-9500. The contents of the website references in this presentation are not incorporated herein by reference. Non-GAAP Financial Measures Gross profit before depreciation and amortization (“D&A”) and gross margin before D&A are not financial measures presented in accordance with U.S. generally accepted accounting principles (“GAAP”). We define gross profit before D&A as revenue less cost of revenue, excluding cost of sales D&A expense. We define gross margin before D&A as gross profit before D&A divided by revenue. Gross profit before D&A and gross margin before D&A are supplemental non-GAAP financial measures that we believe provide useful information to external users of our financial statements, such as industry analysts, investors, lenders and rating agencies because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our asset base (such as depreciation and amortization). We present gross profit before D&A and gross margin before D&A because we believe they provide useful information to our investors and market participants regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Gross profit is the GAAP measure most directly comparable to gross profit before D&A. 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 gross profit before D&A or gross margin before D&A in isolation or as substitutes for an analysis of our results as reported under GAAP. Because gross profit before D&A or gross margin before D&A 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 our Form 10-K and our latest Quarterly Report on Form 10-Q. For a reconciliation of these non-GAAP measures presented on a historical basis, please see the tables in the Appendix at the end of this presentation.
Water Sourcing Water Logistics Water Recycling & Reuse Gathering & Distribution Pipelines Fluid Disposals Segment Reporting Overview – Changes by Service Line Prior Segmentation New Segmentation Water Infrastructure Water Transfer Water Containment Water Monitoring Flowback & Well Testing Fluid Hauling Accommodations & Rentals Water Services Chemical Manufacturing Completion Chemicals Water Treatment Oilfield Chemicals Water Recycling & Reuse Gathering & Distribution Pipelines Fluid Disposals Water Infrastructure Water Sourcing Water Transfer (& Logistics) Water Containment Water Monitoring Flowback & Well Testing Fluid Hauling Accommodations & Rentals Water Services Chemical Manufacturing Completion Chemicals Water Treatment Chemical Technologies Moved to Water Services
Segment Reporting Overview – Strategic Rationale Effective June 1, 2023, Select revised how it aggregates its operating service lines into reportable segments to better reflect recent operational and economic changes in the business and the Company’s strategic priorities Following these changes, Select will continue to operate multiple service lines, aggregated into three reportable segments – Water Services, Water Infrastructure and Chemical Technologies As part of these changes, the Water Sourcing operations (previously captured in Water Infrastructure) and certain water logistics operations from our Water Infrastructure segment are now included in the Water Services segment These segment reporting changes were largely attributable to the grouping of like services with similar business drivers. The recast segments now better capture the evolution of our business, visibility to our growth and capital deployment priorities We believe Select’s Water Services leadership is best suited to operate these assets efficiently and capture synergies across mobile operations Additionally, this change allows Water Infrastructure leadership to focus on our core growth projects around pipelines, recycling, and disposal opportunities, substantially all of which are either under long-term contracts or are production-related in nature Concurrently, we renamed our Oilfield Chemicals segment as Chemical Technologies, further aligning this segment with our core focus of delivering customized, specialty chemical products to our customers that are developed and manufactured through our proprietary R&D efforts This segment name change is a naming convention-only change that did not impact any current year or prior year numbers
Expected to increase to 50%+ in 2024 Segment Reporting Overview – Gross Profitability by Segment(1) 2018(3)(4) 2022 1H 2023 Notes: Values shown reflect new segment reporting structure Gross Profit before D&A is a Non-GAAP financial measure, see Disclaimer on page 2 for important disclosures regarding non-GAAP financial measures & the Appendix for reconciliation detail 2018 includes preliminary estimated allocations of intercompany eliminations & other items. The Company expects to provide additional historical recast information in subsequent materials Wellsite Services operations were divested during 2019 Q3 Projected based off of midpoint of segment by segment guidance, where applicable The Water Infrastructure segment will be dedicated to the Company’s strategic efforts and near-term growth priorities around increasing production-weighted and long-term contracted revenues around pipelines, recycling and disposal facilities Since 2018, Water Infrastructure and Chemical Technologies have increased from 15% of consolidated gross profit before D&A to 40% in 1H23 Select is targeting 44% of its profitability during 3Q23 and more than 50% of the Company’s profitability during 2024 will come from Water Infrastructure and Chemical Technologies, which combine to comprise of sustainable water treatment and recycling solutions, contracted pipelines, production-levered water disposal infrastructure and specialty chemistry manufacturing 3Q 2023 Projected(5) Gross Profit Before D&A(2) 15% 34% 40% 44%
Financial Profile by Reporting Segment – Recast Results(1) Recast Results ($ in 000s) FY22 YTD 2023 Q1 Q2 Q3 Q4 FY2022 Q1 Q2 1H23 Water Services Revenue $198,620 $230,502 $264,271 $251,104 $944,497 $274,678 $264,597 $539,275 Gross Profit 13,532 23,582 39,053 20,841 97,008 32,137 34,881 67,018 Water Services Gross Margin 7% 10% 15% 8% 10% 12% 13% 12% Gross Profit Before D&A(2) $32,904 $42,827 $59,621 $44,576 $179,928 $54,737 $58,021 $112,758 Gross Margin Before D&A(2) 17% 19% 23% 18% 19% 20% 22% 21% Water Infrastructure Revenue $23,540 $25,778 $31,368 $44,598 $125,284 $55,466 $55,277 $110,743 Gross Profit 3,211 2,892 7,146 7,530 20,779 12,872 11,512 24,384 Water Infrastructure Gross Margin 14% 11% 23% 17% 17% 23% 21% 22% Gross Profit Before D&A(2) $7,832 $10,454 $10,976 $13,081 $42,343 $21,132 $20,885 $42,017 Gross Margin Before D&A(2) 33% 41% 35% 29% 34% 38% 38% 38% Chemical Technologies Revenue $72,609 $79,623 $79,433 $85,974 $317,639 $86,448 $84,754 $171,202 Gross Profit 7,939 9,188 12,640 13,200 42,967 14,656 14,782 29,438 Chemical Technologies Gross Margin 11% 12% 16% 15% 14% 17% 17% 17% Gross Profit Before D&A(2) $10,446 $11,635 $14,914 $14,996 $51,991 $16,739 $17,451 $34,190 Gross Margin Before D&A(2) 14% 15% 19% 17% 16% 19% 21% 20% Other Revenue - - - - - - - - Other Gross Profit - (1) 1 - 0 - - - Gross Profit Before D&A(2) - (1) 1 - 0 - - - Totals Revenue $294,769 $335,903 $375,072 $381,676 $1,387,420 $416,592 $404,628 $821,220 Totals Gross Profit 24,682 35,661 58,840 41,571 160,754 59,665 61,175 120,840 Gross Profit Before D&A(2) 51,182 64,915 85,512 72,653 274,262 92,608 96,357 188,965 All results included on this page have been recast based on the reallocated segment alignment The Company expects to provide additional detailed recast information for prior periods in subsequent materials For more detailed segment analysis, please review our second quarter 10-Q Notes: The recast of the previous segment financial information is not a restatement of previous financial statements and does not have a material impact on the Company’s consolidated balance sheets, consolidated income statements, or consolidated cash flow statements Gross Profit before D&A and Gross Margin before D&A are non-GAAP financial measures, see Disclaimer Statement on page 2 for important disclosures regarding non-GAAP financial measures and the Appendix for reconciliation detail
Financial Profile by Reporting Segment – Prior Segment Results Prior Segment Results ($ in 000s) FY22 YTD 2023 Q1 Q2 Q3 Q4 FY2022 Q1 Q2 1H23 Water Services Revenue $163,606 $195,996 $221,243 $218,524 $799,369 $228,597 $236,202 $464,799 Gross Profit 10,998 22,567 33,471 20,479 87,515 28,763 38,100 66,863 Water Services Gross Margin 7% 12% 15% 9% 11% 13% 16% 14% Gross Profit Before D&A(1) $26,560 $37,936 $50,398 $40,378 $155,272 $46,898 $55,315 $102,213 Gross Margin Before D&A(1) 16% 19% 23% 18% 19% 21% 23% 22% Water Infrastructure Revenue $58,554 $60,284 $74,396 $77,178 $270,412 $101,547 $83,672 $185,219 Gross Profit 5,745 3,907 12,728 7,892 30,272 16,246 8,293 24,539 Water Infrastructure Gross Margin 10% 6% 17% 10% 11% 16% 10% 13% Gross Profit Before D&A(1) $14,176 $15,345 $20,199 $17,279 $66,999 $28,971 $23,591 $52,562 Gross Margin Before D&A(1) 24% 25% 27% 22% 25% 29% 28% 28% Oilfield Chemicals Revenue $72,609 $79,623 $79,433 $85,974 $317,639 $86,448 $84,754 $171,202 Gross Profit 7,939 9,188 12,640 13,200 42,967 14,656 14,782 29,438 Chemical Technologies Gross Margin 11% 12% 16% 15% 14% 17% 17% 17% Gross Profit Before D&A(1) $10,446 $11,635 $14,914 $14,996 $51,991 $16,739 $17,451 $34,190 Gross Margin Before D&A(1) 14% 15% 19% 17% 16% 19% 21% 20% Other Revenue - - - - - - - - Other Gross Profit - (1) 1 - 0 - - - Gross Profit Before D&A(1) - (1) 1 - 0 - - - Totals Revenue $294,769 $335,903 $375,072 $381,676 $1,387,420 $416,592 $404,628 $821,220 Totals Gross Profit 24,682 35,661 58,840 41,571 160,754 59,665 61,175 120,840 Gross Profit Before D&A(1) 51,182 64,915 85,512 72,653 274,262 92,608 96,357 188,965 Results shown on this page are represented as originally provided under the old segmentation prior to the current recast Notes: Gross Profit before D&A and Gross Margin before D&A are non-GAAP financial measures, see Disclaimer Statement on page 2 for important disclosures regarding non-GAAP financial measures and the Appendix for reconciliation detail
Financial Profile by Reporting Segment – Delta to Recast Results(1) % Change in Recast FY22 YTD 2023 Q1 Q2 Q3 Q4 FY2022 Q1 Q2 1H23 Water Services Revenue 21% 18% 19% 15% 18% 20% 12% 16% Gross Profit 23% 4% 17% 2% 11% 12% -8% 0% Water Services Gross Margin 1% -11% -2% -11% -6% -7% -18% -14% Gross Profit Before D&A(2) 24% 13% 18% 10% 16% 17% 5% 10% Gross Margin Before D&A(2) 2% -4% -1% -4% -2% -3% -6% -5% Water Infrastructure Revenue -60% -57% -58% -42% -54% -45% -34% -40% Gross Profit -44% -26% -44% -5% -31% -21% 39% -1% Water Infrastructure Gross Margin 39% 73% 33% 65% 48% 45% 110% 66% Gross Profit Before D&A(2) -45% -32% -46% -24% -37% -27% -11% -20% Gross Margin Before D&A(2) 37% 59% 29% 31% 36% 34% 34% 34% Notes: Oilfield Technologies, Other, and Total figures will remain unchanged in the recast Gross Profit before D&A and Gross Margin before D&A are non-GAAP financial measures, see Disclaimer Statement on page 2 for important disclosures regarding non-GAAP financial measures and the Appendix for reconciliation detail $ Change in Recast ($ in 000s) FY22 YTD 2023 Q1 Q2 Q3 Q4 FY2022 Q1 Q2 1H23 Water Services Revenue $35,014 $34,506 $43,028 $32,580 $145,128 $46,081 $28,395 $74,476 Gross Profit 2,534 1,015 5,582 362 9,493 3,374 (3,219) 155 Water Services Gross Margin 0% -1% 0% -1% -1% -1% -3% -2% Gross Profit Before D&A(2) $6,344 $4,891 $9,223 $4,198 $24,656 $7,839 $2,706 $10,545 Gross Margin Before D&A(2) 0% -1% 0% -1% 0% -1% -1% -1% Water Infrastructure Revenue ($35,014) ($34,506) ($43,028) ($32,580) ($145,128) ($46,081) ($28,395) ($74,476) Gross Profit (2,534) (1,015) (5,582) (362) (9,493) (3,374) 3,219 (155) Water Infrastructure Gross Margin 4% 5% 6% 7% 5% 7% 11% 9% Gross Profit Before D&A(2) ($6,344) ($4,891) ($9,223) ($4,198) ($24,656) ($7,839) ($2,706) ($10,545) Gross Margin Before D&A(2) 9% 15% 8% 7% 9% 10% 10% 10%
Changes to Segment Reporting & Recast Financial Information Questions regarding Select’s Changes to Segment Reporting & Recast Financial Information can be directed to: Chris George Senior Vice President – Corporate Development, Investor Relations & Sustainability 1233 W Loop S, Suite 1400 | Houston, TX 77027 713-296-1073 cgeorge@selectwater.com
Appendix
Non-GAAP ReconciliationsRecast Results Gross Profit before D&A Reconciliation – Recast Results 11
Non-GAAP ReconciliationsPrior Segment Results Gross Profit before D&A Reconciliation – Prior Segment Results 12